UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-11693
LIGHT & WONDER, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | | 81-0422894 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | |
6601 Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
(Zip Code)
(702) 897-7150
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.001 par value | LNW | The NASDAQ Stock Market |
| Preferred Stock Purchase Rights | | The NASDAQ Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | Accelerated filer | ☐ |
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| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
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| Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The registrant has the following number of sharesCommon stock outstanding of each of the registrant’s classes of common stock as of August 5, 2022:
Common Stock: 94,329,699November 4, 2022 was 93,673,589.
LIGHT & WONDER, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2022
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| Glossary of Terms | | |
| The following terms or acronyms used in this Quarterly Report on Form 10-Q are defined below: |
| Term or Acronym | | Definition |
| 2021 10-K | | 2021 Annual Report on Form 10-K filed with the SEC on March 1, 2022 |
| 2025 Secured Notes | | 5.000% senior secured notes due 2025 issued by SGI |
| 2026 Secured Euro Notes | | 3.375% senior secured notes due 2026 issued by SGI |
| 2026 Unsecured Euro Notes | | 5.500% senior unsecured notes due 2026 issued by SGI |
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| 2025 Unsecured Notes | | 8.625% senior unsecured notes due 2025 issued by SGI |
| 2026 Unsecured Notes | | 8.250% senior unsecured notes due 2026 issued by SGI |
| 2028 Unsecured Notes | | 7.000% senior unsecured notes due 2028 issued by SGI |
| 2029 Unsecured Notes | | 7.250% senior unsecured notes due 2029 issued by SGI |
| AEBITDA | | Adjusted EBITDA, our performance measure of profit or loss for our business segments |
| April 2022 Refinancing | | On April 14, 2022, we completed aThe series of refinancing transactions which included (1) entering into a new credit agreement consisting of a (a) $2,200 million new term loan facility maturingdescribed in April 2029 and (b) $750 million new revolving credit facility maturing in April 2027, along with (2) using the net proceeds from the divestiture of the Lottery Business and net proceeds from borrowings under the new term loan facility to pay off our existing term loan facility and to redeem all of our outstanding 5.000% Senior Secured Notes due 2025, 3.375% Senior Secured Euro Notes due 2026, 5.500% Senior Unsecured Euro Notes due 2026 and 8.250% Senior Unsecured Notes due 2026 and, in each case, to pay accrued and unpaid interest thereon plus any related premiums, fees and expenses (see Note 11 for additional details) |
| ASC | | Accounting Standards Codification |
| ASU | | Accounting Standards Update |
CME | | Chicago Mercantile Exchange |
| CMS | | casino-management system |
| COVID-19 | | Coronavirus disease first identified in 2019 (declared a pandemic by the World Health Organization on March 11, 2020), the resulting pandemic and the associated impacts on the macroeconomic environment in general and our business environment specifically |
| D&A | | depreciation, amortization and impairments (excluding goodwill) |
| Divested Businesses or Divestitures | | The Lottery Business and Sports Betting Businesses combined or the sales of these, as appropriate within the context |
| Exchange Act | | Securities Exchange Act of 1934, as amended |
| FASB | | Financial Accounting Standards Board |
FOBT | | fixed odds betting terminal |
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| KPIs | | Key Performance Indicators |
| L&W | | Light & Wonder, Inc. |
| LBO | | licensed betting office |
| LIBOR | | London Interbank Offered Rate |
| Lottery Business | | Our prior operating business segment that provided instant and draw‑based lottery products, lottery systems and lottery content and services to lottery operators wagering solutions to various gaming entities. This business segment was divested during the second quarter of 2022 and is included in discontinued operations in our financial statements |
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| Note | | a note in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, unless otherwise indicated |
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| Participation | | refers to gaming machines provided to customers through service or leasing arrangements in which we earn revenues and are paid based on: (1) a percentage of the amount wagered less payouts; (2) fixed daily-fees; (3) a percentage of the amount wagered; or (4) a combination of (2) and (3) |
Pending Divestiture | | the intended sale of our Sports Betting Business, which is expected to be completed in the third quarter of 2022, subject to applicable regulatory approvals and other customary closing conditions. See Notes 1 and 2 in this form 10-Q and Notes 1 and 2 in our 2021 10-K |
| R&D | | research and development |
| RMG | | real-money gaming |
| RSU | | restricted stock unit |
| SEC | | Securities and Exchange Commission |
| Secured Notes | | refers to the 2025 Secured Notes and 2026 Secured Euro Notes, collectively |
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| Senior Notes | | the Secured Notes and the Unsecured Notes |
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| SciPlay | | SciPlay Corporation, formerly referred to as our Social business segment |
| SciPlay Revolver | | $150 million revolving credit facility agreement entered into by SciPlay Holding Company, LLC, a subsidiary of SciPlay Corporation, that matures in May 2024 |
| SG&A | | selling, general and administrative |
| SGI | | Scientific Games International, Inc., a wholly-owned subsidiary of L&W |
| SGI Revolver | | Revolving credit facility with aggregate commitments of $750 million extended pursuant to that certain credit agreement, dated as of April 14, 2022, by and among SGI, as the borrower, L&W, as a guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto |
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| SGI Term Loan B | | Term loan facility, issued pursuant to that certain credit agreement, dated as of April 14, 2022, by and among SGI, as the borrower, L&W, as a guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other agents party thereto |
| SGI Term Loan B-5 | | Term loan facility, issued pursuant to that certain credit agreement, dated as of October 18, 2013 (and amended, supplemented and modified from time to time), by and among SGI, as the borrower, L&W, as a guarantor, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto |
| Shufflers | | various models of automatic card shufflers, deck checkers and roulette chip sorters |
| SOFR | | Secured Overnight Financing Rate |
| Sports Betting Business | | Our prior operatingline of business segment that providesprovided sports betting services which enable customers to operate sports books, including betting markets across both fixed-odds and pari-mutual betting styles, a distribution platform, full gaming process support services and brand and player management. This business segmentwas divested during the third quarter of 2022 and is currently held for sale and included in discontinued operations in our financial statements |
| Unsecured Notes | | refers to the 2026 Unsecured Euro Notes, 2026 Unsecured Notes, 2028 Unsecured Notes and 2029 Unsecured Notes, collectively |
| U.S. GAAP | | accounting principles generally accepted in the U.S. |
| U.S. jurisdictions | | the 50 states in the U.S. plus the District of Columbia, U.S. Virgin Islands and Puerto Rico |
| VAT | | value-added tax |
| VGT | | video gaming terminal |
| VLT | | video lottery terminal |
Intellectual Property Rights
All ® notices signify marks registered in the United States. © 2022 Light & Wonder, Inc. and/or their respective affiliates. All Rights Reserved.
The MONOPOLY name and logo, the distinctive design of the game board, the four corner squares, the MR. MONOPOLY name and character, as well as each of the distinctive elements of the board, cards, and the playing pieces are trademarks of Hasbro for its property trading game and game equipment and are used with permission. © 1935, 2022 Hasbro. All Rights Reserved. Licensed by Hasbro.
and James Bond indicia © 1962-2022 Danjaq, LLC and MGM. and all other James Bond related trademarks are trademarks of Danjaq, LLC. All Rights Reserved.THE FLINTSTONES™ and all related characters and elements © & ™ Hanna-Barbera.
©2022 Playboy Enterprises International, Inc. PLAYBOY, PLAYMATE, PLAYBOY BUNNY, and the Rabbit Head Design are trademarks of Playboy Enterprises International, Inc. and used under license by Light & Wonder, Inc.
FORWARD-LOOKING STATEMENTS
Throughout this Quarterly Report on Form 10-Q, we make “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar terminology. The forward-looking statements contained in this Quarterly Report on Form 10-Q are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things:
•the impact of the COVID-19 pandemic and any resulting unfavorable social, political, economic and financial conditions, including the temporary and potentially recurring closure of casinos and lottery operations on a jurisdiction-by-jurisdiction basis;
•risks relating to the Pending Divestiture,Divestitures, including lack of assurance regarding the timing of completion of the pending and proposed transactions and related risks associated with the ongoing operations and activities of the Sports Betting Business, that certain deferred tax assets may not be realized relative to the anticipated tax gain from these divestitures, that the transactions will yield additional value or will not adversely impact our business, financial results, results of operations, cash flows or stock price;
•our inability to successfully execute our new strategy and impending rebranding initiative;
•our inability to further de-lever and position the Company for enhanced growth with net proceeds from the Pending Divestiture;Divestitures;
•slow growth of new gaming jurisdictions, slow addition of casinos in existing jurisdictions and declines in the replacement cycle of gaming machines;
•risks relating to foreign operations, including anti-corruption laws, fluctuations in currency rates, restrictions on the payment of dividends from earnings, restrictions on the import of products and financial instability, including the potential impact to our business resulting from the continuing uncertainty following the U.K.’s withdrawal from the European Union;instability;
•difficulty predicting what impact, if any, new tariffs imposed by and other trade actions taken by the U.S. and foreign jurisdictions could have on our business;
•U.S. and international economic and industry conditions;
•level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs;
•the transition from LIBORinability to SOFR, which may adversely affect interest rates;
•inability tofurther reduce or refinance our indebtedness;
•restrictions and covenants in debt agreements, including those that could result in acceleration of the maturity of our indebtedness;
•competition;
•inability to win, retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts;
•the impact of U.K. legislation approving the reduction of fixed-odds betting terminals maximum stakes limit on LBO operators, including the related closure of certain LBO shops;
•inability to adapt to, and offer products that keep pace with, evolving technology, including any failure of our investment of significant resources in our R&D efforts;
•changes in demand for our products and services;
•inability to benefit from, and risks associated with, strategic equity investments and relationships;
•inability to achieve some or all of the anticipated benefits of SciPlay being a standalone public company;
•dependence on suppliers and manufacturers;
•SciPlay’s dependence on certain key providers;
•ownership changes and consolidation in the gaming industry;
•fluctuations in our results due to seasonality and other factors;
•security and integrity of our products and systems, including the impact of any security breaches or cyber-attacks;
•protection of our intellectual property, inability to license third-party intellectual property and the intellectual property rights of others;
•reliance on or failures in information technology and other systems;
•litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees (including labor disputes), intellectual property, environmental laws and our strategic relationships;
•reliance on technological blocking systems;
•challenges or disruptions relating to the completion of the domestic migration to our enterprise resource planning system;
•laws and government regulations, both foreign and domestic, including those relating to gaming, data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information and other consumer data, and environmental laws, and those laws and regulations that affect companies conducting business on the internet, including online gambling;
•legislative interpretation and enforcement, regulatory perception and regulatory risks with respect to gaming, especially internet wagering, social gaming and sports wagering;
•changes in tax laws or tax rulings, or the examination of our tax positions;
•opposition to legalized gaming or the expansion thereof and potential restrictions on internet wagering;
•significant opposition in some jurisdictions to interactive social gaming, including social casino gaming and how such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino gaming specifically, and how this could result in a prohibition on interactive social gaming or social casino gaming altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations;
•expectations of shift to regulated digital gaming or sports wagering;
•inability to develop successful products and services and capitalize on trends and changes in our industries, including the expansion of internet and other forms of digital gaming;
•the continuing evolution of the scope of data privacy and security regulations, and our belief that the adoption of increasingly restrictive regulations in this area is likely within the U.S. and other jurisdictions;
•incurrence of restructuring costs;
•goodwill impairment charges including changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets;
•stock price volatility;
•failure to maintain adequate internal control over financial reporting;
•dependence on key executives;
•natural events that disrupt our operations, or those of our customers, suppliers or regulators; and
•expectations of growth in total consumer spending on social casino gaming.
Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC, including under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A in our 2021 10-K. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
You should also note that this Quarterly Report on Form 10-Q may contain references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us and we do not make any representation as to the accuracy of that information. In general, we believe there is less publicly available information concerning the international gaming, social and digital gaming industries than the same industries in the U.S.
Due to rounding, certain numbers presented herein may not precisely recalculate.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
LIGHT & WONDER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except per share amounts)
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Revenue: | Revenue: | | | | | | | | Revenue: | | | | | | | |
| Services | Services | $ | 445 | | | $ | 444 | | | $ | 876 | | | $ | 808 | | Services | $ | 453 | | | $ | 408 | | | $ | 1,329 | | | $ | 1,216 | |
| Product sales | Product sales | 165 | | | 137 | | | 307 | | | 226 | | Product sales | 195 | | | 131 | | | 501 | | | 356 | |
| | Total revenue | Total revenue | 610 | | | 581 | | | 1,183 | | | 1,034 | | Total revenue | 648 | | | 539 | | | 1,830 | | | 1,572 | |
| Operating expenses: | Operating expenses: | | Operating expenses: | |
Cost of services(1) | Cost of services(1) | 92 | | | 96 | | | 182 | | | 183 | | Cost of services(1) | 101 | | | 90 | | | 283 | | | 273 | |
Cost of product sales(1) | Cost of product sales(1) | 88 | | | 63 | | | 159 | | | 103 | | Cost of product sales(1) | 92 | | | 63 | | | 251 | | | 166 | |
| | Selling, general and administrative | Selling, general and administrative | 179 | | | 180 | | | 354 | | | 339 | | Selling, general and administrative | 181 | | | 164 | | | 535 | | | 502 | |
| Research and development | Research and development | 56 | | | 48 | | | 109 | | | 93 | | Research and development | 56 | | | 47 | | | 163 | | | 140 | |
| Depreciation, amortization and impairments | Depreciation, amortization and impairments | 107 | | | 96 | | | 215 | | | 193 | | Depreciation, amortization and impairments | 102 | | | 96 | | | 317 | | | 289 | |
| | Restructuring and other | Restructuring and other | 42 | | | 30 | | | 78 | | | 51 | | Restructuring and other | 27 | | | 45 | | | 106 | | | 96 | |
| Operating income | Operating income | 46 | | | 68 | | | 86 | | | 72 | | Operating income | 89 | | | 34 | | | 175 | | | 106 | |
| Other (expense) income: | Other (expense) income: | | Other (expense) income: | |
| Interest expense | Interest expense | (70) | | | (119) | | | (186) | | | (240) | | Interest expense | (68) | | | (120) | | | (254) | | | (360) | |
| | Loss on debt financing transactions | Loss on debt financing transactions | (147) | | | — | | | (147) | | | — | | Loss on debt financing transactions | — | | | — | | | (147) | | | — | |
| Gain (loss) on remeasurement of debt and other | 20 | | | (7) | | | 27 | | | 18 | | |
| Gain on remeasurement of debt and other | | Gain on remeasurement of debt and other | — | | | 12 | | | 27 | | | 30 | |
| Other income, net | Other income, net | 2 | | | 13 | | | 7 | | | 20 | | Other income, net | 3 | | | 2 | | | 10 | | | 22 | |
| Total other expense, net | Total other expense, net | (195) | | | (113) | | | (299) | | | (202) | | Total other expense, net | (65) | | | (106) | | | (364) | | | (308) | |
| Net loss from continuing operations before income taxes | (149) | | | (45) | | | (213) | | | (130) | | |
| Income tax expense | (1) | | | (6) | | | (4) | | | (9) | | |
| Net loss from continuing operations | (150) | | | (51) | | | (217) | | | (139) | | |
| Net income (loss) from continuing operations before income taxes | | Net income (loss) from continuing operations before income taxes | 24 | | | (72) | | | (189) | | | (202) | |
| Income tax (expense) benefit | | Income tax (expense) benefit | (4) | | | 172 | | | (8) | | | 164 | |
| Net income (loss) from continuing operations | | Net income (loss) from continuing operations | 20 | | | 100 | | | (197) | | | (38) | |
Net income from discontinued operations, net of tax(2) | Net income from discontinued operations, net of tax(2) | 3,445 | | | 164 | | | 3,540 | | | 243 | | Net income from discontinued operations, net of tax(2) | 315 | | | 87 | | | 3,855 | | | 329 | |
| Net income | Net income | 3,295 | | | 113 | | | 3,323 | | | 104 | | Net income | 335 | | | 187 | | | 3,658 | | | 291 | |
| Less: Net income attributable to noncontrolling interest | Less: Net income attributable to noncontrolling interest | 4 | | | 4 | | | 6 | | | 10 | | Less: Net income attributable to noncontrolling interest | 7 | | | 5 | | | 13 | | | 15 | |
| Net income attributable to L&W | Net income attributable to L&W | $ | 3,291 | | | $ | 109 | | | $ | 3,317 | | | $ | 94 | | Net income attributable to L&W | $ | 328 | | | $ | 182 | | | $ | 3,645 | | | $ | 276 | |
| | Per Share - Basic: | Per Share - Basic: | | Per Share - Basic: | |
| Net loss from continuing operations | $ | (1.62) | | | $ | (0.58) | | | $ | (2.33) | | | $ | (1.55) | | |
| Net income (loss) from continuing operations | | Net income (loss) from continuing operations | $ | 0.14 | | | $ | 0.99 | | | $ | (2.20) | | | $ | (0.55) | |
| Net income from discontinued operations | Net income from discontinued operations | 36.23 | | | 1.71 | | | 36.94 | | | 2.53 | | Net income from discontinued operations | 3.33 | | | 0.90 | | | 40.43 | | | 3.43 | |
| Net income attributable to L&W | Net income attributable to L&W | $ | 34.61 | | | $ | 1.13 | | | $ | 34.61 | | | $ | 0.98 | | Net income attributable to L&W | $ | 3.47 | | | $ | 1.89 | | | $ | 38.23 | | | $ | 2.88 | |
| | Per Share - Diluted: | Per Share - Diluted: | | Per Share - Diluted: | |
| Net loss from continuing operations | $ | (1.62) | | | $ | (0.58) | | | $ | (2.33) | | | $ | (1.55) | | |
| Net income (loss) from continuing operations | | Net income (loss) from continuing operations | $ | 0.14 | | | $ | 0.96 | | | $ | (2.20) | | | $ | (0.55) | |
| Net income from discontinued operations | Net income from discontinued operations | 36.23 | | | 1.71 | | | 36.94 | | | 2.53 | | Net income from discontinued operations | 3.28 | | | 0.88 | | | 40.43 | | | 3.43 | |
| Net income attributable to L&W | Net income attributable to L&W | $ | 34.61 | | | $ | 1.13 | | | $ | 34.61 | | | $ | 0.98 | | Net income attributable to L&W | $ | 3.42 | | | $ | 1.84 | | | $ | 38.23 | | | $ | 2.88 | |
| | Weighted average number of shares used in per share calculations: | Weighted average number of shares used in per share calculations: | | | | | Weighted average number of shares used in per share calculations: | | | | |
| Basic shares | Basic shares | 95 | | | 96 | | | 96 | | | 96 | | Basic shares | 94 | | | 96 | | | 95 | | | 96 | |
| Diluted shares | Diluted shares | 95 | | | 96 | | | 96 | | | 96 | | Diluted shares | 96 | | | 99 | | | 95 | | | 96 | |
| | (1) Excludes D&A. | (1) Excludes D&A. | (1) Excludes D&A. |
(2) The three and six months periods ended June 30, 2022 include pre-tax gain of $4,568 million on sale of Lottery Business (see Note 2). | |
(2) The three and nine months ended September 30, 2022 include pre-tax gains of $362 million and $4,930 million, respectively, on the sales of discontinued operations (see Note 2). | | (2) The three and nine months ended September 30, 2022 include pre-tax gains of $362 million and $4,930 million, respectively, on the sales of discontinued operations (see Note 2). |
| | See accompanying notes to condensed consolidated financial statements. |
LIGHT & WONDER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in millions)
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Net income | Net income | $ | 3,295 | | | $ | 113 | | | $ | 3,323 | | | $ | 104 | | Net income | $ | 335 | | | $ | 187 | | | $ | 3,658 | | | $ | 291 | |
| Other comprehensive income (loss): | | |
| Foreign currency translation (loss) gain, net of tax | (46) | | | 1 | | | (78) | | | 1 | | |
| Other comprehensive loss: | | Other comprehensive loss: | |
| Foreign currency translation loss, net of tax | | Foreign currency translation loss, net of tax | (105) | | | (21) | | | (183) | | | (20) | |
| | Derivative financial instruments unrealized gain, net of tax | Derivative financial instruments unrealized gain, net of tax | 2 | | | 4 | | | 5 | | | 9 | | Derivative financial instruments unrealized gain, net of tax | 24 | | | 5 | | | 29 | | | 14 | |
| Other comprehensive (loss) income from continuing operations | (44) | | | 5 | | | (73) | | | 10 | | |
| Other comprehensive (loss) income from discontinued operations | (4) | | | 6 | | | (12) | | | 9 | | |
| Other comprehensive loss from continuing operations | | Other comprehensive loss from continuing operations | (81) | | | (16) | | | (154) | | | (6) | |
| Other comprehensive income (loss) from discontinued operations | | Other comprehensive income (loss) from discontinued operations | 12 | | | (11) | | | — | | | (2) | |
| Total comprehensive income | Total comprehensive income | 3,247 | | | 124 | | | 3,238 | | | 123 | | Total comprehensive income | 266 | | | 160 | | | 3,504 | | | 283 | |
| Less: comprehensive income attributable to noncontrolling interest | Less: comprehensive income attributable to noncontrolling interest | 4 | | | 4 | | | 6 | | | 10 | | Less: comprehensive income attributable to noncontrolling interest | 7 | | | 5 | | | 13 | | | 15 | |
| Comprehensive income attributable to L&W | Comprehensive income attributable to L&W | $ | 3,243 | | | $ | 120 | | | $ | 3,232 | | | $ | 113 | | Comprehensive income attributable to L&W | $ | 259 | | | $ | 155 | | | $ | 3,491 | | | $ | 268 | |
| | | | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. |
LIGHT & WONDER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except par value)
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| ASSETS | ASSETS | | | | ASSETS | | | |
| Current assets: | Current assets: | | Current assets: | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 928 | | | $ | 585 | | Cash and cash equivalents | $ | 1,277 | | | $ | 585 | |
| Restricted cash | Restricted cash | 44 | | | 41 | | Restricted cash | 42 | | | 41 | |
| Receivables, net of allowance for credit losses $46 and $52, respectively | 415 | | | 423 | | |
| Receivables, net of allowance for credit losses $41 and $52, respectively | | Receivables, net of allowance for credit losses $41 and $52, respectively | 426 | | | 423 | |
| Inventories | Inventories | 129 | | | 98 | | Inventories | 137 | | | 98 | |
| Prepaid expenses, deposits and other current assets | Prepaid expenses, deposits and other current assets | 126 | | | 88 | | Prepaid expenses, deposits and other current assets | 166 | | | 88 | |
| Assets of businesses held for sale | Assets of businesses held for sale | 106 | | | 497 | | Assets of businesses held for sale | — | | | 497 | |
| Total current assets | Total current assets | 1,748 | | | 1,732 | | Total current assets | 2,048 | | | 1,732 | |
| Non-current assets: | Non-current assets: | | Non-current assets: | |
| Restricted cash | Restricted cash | 7 | | | 9 | | Restricted cash | 7 | | | 9 | |
| Receivables, net of allowance for credit losses $2 and $2, respectively | Receivables, net of allowance for credit losses $2 and $2, respectively | 15 | | | 17 | | Receivables, net of allowance for credit losses $2 and $2, respectively | 16 | | | 17 | |
| Property and equipment, net | Property and equipment, net | 205 | | | 213 | | Property and equipment, net | 202 | | | 213 | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | 51 | | | 51 | | Operating lease right-of-use assets | 51 | | | 51 | |
| Goodwill | Goodwill | 2,932 | | | 2,892 | | Goodwill | 2,865 | | | 2,892 | |
| Intangible assets, net | Intangible assets, net | 837 | | | 946 | | Intangible assets, net | 767 | | | 946 | |
| Software, net | Software, net | 121 | | | 117 | | Software, net | 130 | | | 117 | |
| Deferred income taxes | Deferred income taxes | 93 | | | 349 | | Deferred income taxes | 92 | | | 349 | |
| Other assets | Other assets | 43 | | | 80 | | Other assets | 68 | | | 80 | |
| Assets of businesses held for sale | Assets of businesses held for sale | 429 | | | 1,477 | | Assets of businesses held for sale | — | | | 1,477 | |
| Total assets | Total assets | $ | 6,481 | | | $ | 7,883 | | Total assets | $ | 6,246 | | | $ | 7,883 | |
| | LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| Current liabilities: | Current liabilities: | | Current liabilities: | |
| Current portion of long-term debt | Current portion of long-term debt | $ | 24 | | | $ | 44 | | Current portion of long-term debt | $ | 24 | | | $ | 44 | |
| Accounts payable | Accounts payable | 164 | | | 204 | | Accounts payable | 176 | | | 204 | |
| Accrued liabilities | Accrued liabilities | 359 | | | 428 | | Accrued liabilities | 352 | | | 428 | |
| Income taxes payable | Income taxes payable | 681 | | | 16 | | Income taxes payable | 250 | | | 16 | |
| Liabilities of businesses held for sale | Liabilities of businesses held for sale | 26 | | | 282 | | Liabilities of businesses held for sale | — | | | 282 | |
| Total current liabilities | Total current liabilities | 1,254 | | | 974 | | Total current liabilities | 802 | | | 974 | |
| Deferred income taxes | Deferred income taxes | 143 | | | 35 | | Deferred income taxes | 143 | | | 35 | |
| Operating lease liabilities | Operating lease liabilities | 40 | | | 40 | | Operating lease liabilities | 39 | | | 40 | |
| Other long-term liabilities | Other long-term liabilities | 158 | | | 170 | | Other long-term liabilities | 156 | | | 170 | |
| Long-term debt, excluding current portion | Long-term debt, excluding current portion | 3,878 | | | 8,646 | | Long-term debt, excluding current portion | 3,874 | | | 8,646 | |
| Liabilities of businesses held for sale | Liabilities of businesses held for sale | 42 | | | 124 | | Liabilities of businesses held for sale | — | | | 124 | |
| Total liabilities | Total liabilities | 5,515 | | | 9,989 | | Total liabilities | 5,014 | | | 9,989 | |
| Commitments and contingencies (Note 16) | Commitments and contingencies (Note 16) |
| |
0 | Commitments and contingencies (Note 16) |
| |
|
| 0Stockholders’ equity (deficit): | | |
| Stockholders’ equity (deficit): | | Stockholders’ equity (deficit): | |
| Common stock, par value $0.001 per share, 199 shares authorized; 115 and 114 shares issued, respectively, and 94 and 97 shares outstanding, respectively | Common stock, par value $0.001 per share, 199 shares authorized; 115 and 114 shares issued, respectively, and 94 and 97 shares outstanding, respectively | 1 | | | 1 | | Common stock, par value $0.001 per share, 199 shares authorized; 115 and 114 shares issued, respectively, and 94 and 97 shares outstanding, respectively | 1 | | | 1 | |
| Additional paid-in capital | Additional paid-in capital | 1,375 | | | 1,337 | | Additional paid-in capital | 1,376 | | | 1,337 | |
| Retained earnings (accumulated loss) | Retained earnings (accumulated loss) | 159 | | | (3,158) | | Retained earnings (accumulated loss) | 487 | | | (3,158) | |
| Treasury stock, at cost, 21 and 17 shares, respectively | Treasury stock, at cost, 21 and 17 shares, respectively | (378) | | | (175) | | Treasury stock, at cost, 21 and 17 shares, respectively | (378) | | | (175) | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | (346) | | | (261) | | Accumulated other comprehensive loss | (415) | | | (261) | |
| Total L&W stockholders’ equity (deficit) | Total L&W stockholders’ equity (deficit) | 811 | | | (2,256) | | Total L&W stockholders’ equity (deficit) | 1,071 | | | (2,256) | |
| Noncontrolling interest | Noncontrolling interest | 155 | | | 150 | | Noncontrolling interest | 161 | | | 150 | |
| Total stockholders’ equity (deficit) | Total stockholders’ equity (deficit) | 966 | | | (2,106) | | Total stockholders’ equity (deficit) | 1,232 | | | (2,106) | |
| Total liabilities and stockholders’ equity (deficit) | Total liabilities and stockholders’ equity (deficit) | $ | 6,481 | | | $ | 7,883 | | Total liabilities and stockholders’ equity (deficit) | $ | 6,246 | | | $ | 7,883 | |
| | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. |
LIGHT & WONDER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| | | Six Months Ended June 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
| Net income | Net income | $ | 3,323 | | | $ | 104 | | Net income | $ | 3,658 | | | $ | 291 | |
| Less: Income from discontinued operations, net of tax | Less: Income from discontinued operations, net of tax | (3,540) | | | (243) | | Less: Income from discontinued operations, net of tax | (3,855) | | | (329) | |
| | Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities from continuing operations | 369 | | | 245 | | |
| Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities from continuing operations | | Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities from continuing operations | 488 | | | 358 | |
| Changes in working capital accounts, excluding the effects of acquisitions | Changes in working capital accounts, excluding the effects of acquisitions | (145) | | | — | | Changes in working capital accounts, excluding the effects of acquisitions | (641) | | | 51 | |
| Changes in deferred income taxes and other | Changes in deferred income taxes and other | 6 | | | 4 | | Changes in deferred income taxes and other | 4 | | | (172) | |
| | Net cash provided by operating activities from continuing operations | 13 | | | 110 | | |
| Net cash (used in) provided by operating activities from continuing operations | | Net cash (used in) provided by operating activities from continuing operations | (346) | | | 199 | |
| | Net cash provided by operating activities from discontinued operations | Net cash provided by operating activities from discontinued operations | 44 | | | 162 | | Net cash provided by operating activities from discontinued operations | 52 | | | 260 | |
| Net cash provided by operating activities | 57 | | | 272 | | |
| Net cash (used in) provided by operating activities | | Net cash (used in) provided by operating activities | (294) | | | 459 | |
| Cash flows from investing activities: | Cash flows from investing activities: | | Cash flows from investing activities: | |
| Capital expenditures | Capital expenditures | (100) | | | (75) | | Capital expenditures | (158) | | | (118) | |
| Acquisitions of businesses, net of cash acquired | Acquisitions of businesses, net of cash acquired | (116) | | | — | | Acquisitions of businesses, net of cash acquired | (118) | | | (40) | |
| | Proceeds from settlement of cross-currency interest rate swaps | Proceeds from settlement of cross-currency interest rate swaps | 50 | | | — | | Proceeds from settlement of cross-currency interest rate swaps | 50 | | | — | |
| Other | (4) | | | 9 | | |
| Other, net | | Other, net | 2 | | | 10 | |
| | Net cash used in investing activities from continuing operations | Net cash used in investing activities from continuing operations | (170) | | | (66) | | Net cash used in investing activities from continuing operations | (224) | | | (148) | |
| Net cash provided by (used in) investing activities from discontinued operations(1) | Net cash provided by (used in) investing activities from discontinued operations(1) | 5,629 | | | (32) | | Net cash provided by (used in) investing activities from discontinued operations(1) | 6,368 | | | (58) | |
| Net cash provided by (used in) investing activities | Net cash provided by (used in) investing activities | 5,459 | | | (98) | | Net cash provided by (used in) investing activities | 6,144 | | | (206) | |
| Cash flows from financing activities: | Cash flows from financing activities: | | Cash flows from financing activities: | |
| | Borrowings under SGI revolving credit facility | Borrowings under SGI revolving credit facility | 230 | | | — | | Borrowings under SGI revolving credit facility | 280 | | | — | |
| Repayments under SGI revolving credit facility | Repayments under SGI revolving credit facility | (230) | | | (250) | | Repayments under SGI revolving credit facility | (280) | | | (400) | |
| Proceeds from issuance of senior notes and term loans | Proceeds from issuance of senior notes and term loans | 2,200 | | | — | | Proceeds from issuance of senior notes and term loans | 2,200 | | | — | |
| Repayment of notes and term loans (including redemption premium) | Repayment of notes and term loans (including redemption premium) | (6,984) | | | — | | Repayment of notes and term loans (including redemption premium) | (6,984) | | | — | |
| Payments on long-term debt | Payments on long-term debt | (98) | | | (21) | | Payments on long-term debt | (103) | | | (32) | |
| Payments of debt issuance and deferred financing costs | Payments of debt issuance and deferred financing costs | (37) | | | — | | Payments of debt issuance and deferred financing costs | (37) | | | (5) | |
| Payments on license obligations | Payments on license obligations | (24) | | | (24) | | Payments on license obligations | (30) | | | (25) | |
| Purchase of treasury stock | Purchase of treasury stock | (203) | | | — | | Purchase of treasury stock | (203) | | | — | |
| Purchase of SciPlay’s common stock | Purchase of SciPlay’s common stock | (7) | | | — | | Purchase of SciPlay’s common stock | (18) | | | — | |
| Net redemptions of common stock under stock-based compensation plans and other | Net redemptions of common stock under stock-based compensation plans and other | (33) | | | (21) | | Net redemptions of common stock under stock-based compensation plans and other | (35) | | | (22) | |
| | Net cash used in financing activities from continuing operations | Net cash used in financing activities from continuing operations | (5,186) | | | (316) | | Net cash used in financing activities from continuing operations | (5,210) | | | (484) | |
| Net cash used in financing activities from discontinued operations | Net cash used in financing activities from discontinued operations | (3) | | | (8) | | Net cash used in financing activities from discontinued operations | (3) | | | (8) | |
| Net cash used in financing activities | Net cash used in financing activities | (5,189) | | | (324) | | Net cash used in financing activities | (5,213) | | | (492) | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (6) | | | — | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12) | | | (3) | |
| Increase (decrease) in cash, cash equivalents and restricted cash | Increase (decrease) in cash, cash equivalents and restricted cash | 321 | | | (150) | | Increase (decrease) in cash, cash equivalents and restricted cash | 625 | | | (242) | |
| Cash, cash equivalents and restricted cash, beginning of period | Cash, cash equivalents and restricted cash, beginning of period | 701 | | | 1,143 | | Cash, cash equivalents and restricted cash, beginning of period | 701 | | | 1,143 | |
| Cash, cash equivalents and restricted cash, end of period | Cash, cash equivalents and restricted cash, end of period | 1,022 | | | 993 | | Cash, cash equivalents and restricted cash, end of period | 1,326 | | | 901 | |
| Less: Cash, cash equivalents and restricted cash of discontinued operations | Less: Cash, cash equivalents and restricted cash of discontinued operations | 43 | | | 74 | | Less: Cash, cash equivalents and restricted cash of discontinued operations | — | | | 71 | |
| Cash, cash equivalents and restricted cash of continuing operations, end of period | Cash, cash equivalents and restricted cash of continuing operations, end of period | $ | 979 | | | $ | 919 | | Cash, cash equivalents and restricted cash of continuing operations, end of period | $ | 1,326 | | | $ | 830 | |
| | | Supplemental cash flow information: | Supplemental cash flow information: | | Supplemental cash flow information: | |
| Cash paid for interest | Cash paid for interest | $ | 219 | | | $ | 229 | | Cash paid for interest | $ | 271 | | | $ | 349 | |
| Income taxes paid | Income taxes paid | 23 | | | 13 | | Income taxes paid | 497 | | | 27 | |
| Distributed earnings from equity investments | Distributed earnings from equity investments | 4 | | | 15 | | Distributed earnings from equity investments | 4 | | | 15 | |
| | Supplemental non-cash transactions: | Supplemental non-cash transactions: | | Supplemental non-cash transactions: | |
| | Non-cash interest expense | Non-cash interest expense | $ | 9 | | | $ | 12 | | Non-cash interest expense | $ | 12 | | | $ | 18 | |
| Fair value of securities received in sale of discontinued operations | | Fair value of securities received in sale of discontinued operations | 46 | | | — | |
| | | (1) Six months ended June 30, 2022 include $5,659 million in gross cash proceeds from the Lottery Business sale, net of cash, cash equivalents and restricted cash transferred. | |
| (1) The nine months ended September 30, 2022 include $6,409 million in gross cash proceeds from the sales of discontinued operations, net of cash, cash equivalents and restricted cash transferred. | | (1) The nine months ended September 30, 2022 include $6,409 million in gross cash proceeds from the sales of discontinued operations, net of cash, cash equivalents and restricted cash transferred. |
| | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. | See accompanying notes to condensed consolidated financial statements. |
LIGHT & WONDER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, amounts in USD, table amounts in millions, except per share amounts)
(1) Description of the Business and Summary of Significant Accounting Policies
Description of the Business
We are a leading cross-platform global gamegames company with a focus on content and digital markets. Our portfolio of revenue-generating activities in our continuing operations primarily includes supplying game content and gaming machines, CMSs and table game products and services to licensed gaming entities; providing social casino and other mobile games to retail customers, including casual gaming; and providing a comprehensive suite of digital RMG, distribution platforms, content, products and services to various gaming entities. OurPrior to the Divestitures, our discontinued operations portfolio of revenue-generating activities in the discontinued operations primarily has included providing instant and draw‑based lottery products, lottery systems and lottery content and services to lottery operators along with providing sports wagering solutions to various gaming entities.
We report our results of continuing operations in 3three business segments—Gaming, SciPlay and iGaming—representing our different products and services. Unless otherwise noted, amounts and disclosures included herein relate to our continuing operations.
Effective April 28, 2022, we changed our name to Light & Wonder, Inc. This change is in part due to the sale of the Lottery Business that will continue to use our previous name, Scientific Games, and also to align with our vision of becoming the leading cross-platform global gamegames company.
On September 27, 2021, we entered into a definitive agreement to sell our Sports Betting Business to Endeavor Group Holdings, Inc. (“Endeavor”) in a cash and stock transaction. On June 30,During the third quarter of 2022, we entered into an amendment tocompleted the agreement, under which the cash consideration was reduced from $1,000 million to $750 million and the stock consideration was reduced from approximately 7.6 million shares of Endeavor Class A common stock (valued at approximately $200 million as of the date of the purchase agreement) to approximately 2.3 million shares of Endeavor Class A common stock (valued at approximately $50 million as of the date of the amendment and based on the volume weighted average price of Endeavor Class A common stock in the twenty days before the date of the amendment). The amendment additionally waives the closing condition requiring regulatory approval by the Nevada Gaming Control Board and extends the agreement date to December 30, 2022 if certain conditions to closing are not met by September 27, 2022. The saledivestiture of the Sports Betting Business is expected to be completedand received $796 million in the third quartergross proceeds, consisting of 2022, subject to applicable regulatory approvals$750 million in gross cash proceeds and other customary conditions.
$46 million in fair value of Class A common stock of Endeavor Group Holdings, Inc. (approximately 2.3 million shares). During the second quarter of 2022, we completed the previously announced divestiture of the Lottery Business and received $5.7 billion in gross cash proceeds.
We have reflected the financial results of these businessesthe Divested Businesses as discontinued operations in our consolidated statements of operations for all periods presented and reflected the assets and liabilities of these businesses as held for sale in our consolidated balance sheets for all periods presented and until the completionas of disposition of these businesses.December 31, 2021. Refer to Note 2 for further information.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying condensed consolidated financial statementsGAAP and include the accounts of L&W, its wholly owned subsidiaries, and those subsidiaries in which we have a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of L&W and its management, we have made all adjustments necessary to present fairly our consolidated financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2021 10-K. Interim results of operations are not necessarily indicative of results of operations to be expected for a full year.
Significant Accounting Policies
There have been no changes to our significant accounting policies described within the Notes of our 2021 10-K.
Computation of Basic and Diluted Net Income Attributable to L&W Per Share
Basic and diluted net income attributable to L&W per share is based upon net income attributable to L&W divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the effect of
the assumed exercise of stock options and RSUs only in the periods in which such effect would have been dilutive to net income from continuing operations.
Basic and diluted net income attributable to L&W per share were the same for all periods presentedthe nine months ended September 30, 2022 and 2021, as all common stock equivalents would be anti-dilutive.have been anti-dilutive for those periods. We excluded 2 million of stock options and 2 million of RSUs outstanding as of JuneSeptember 30, 2022 from the diluted weighted-average common shares outstanding for the three and sixnine months ended JuneSeptember 30, 2022. We excluded 2 million of stock options and 3 million of RSUs outstanding as of JuneSeptember 30, 2021 from the calculation of diluted weighted-average common shares outstanding for the three and sixnine months ended JuneSeptember 30, 2021.
Acquisitions
SciPlay Acquisition of Alictus Yazilim Anonim Şirketi (“Alictus”)
On March 1, 2022, SciPlay acquired 80% of all issued and outstanding share capital of privately held Alictus, a Turkey-based hyper-casual game studio for approximately $106$109 million cash consideration, net of cash acquired. The remaining 20% will be acquired ratably for potential additional consideration payable annually based upon the achievement of specified revenue and earnings targets by Alictus during each of the five years following the acquisition date. Any future payments associated with the acquisition of the remaining 20% will represent a redeemable non-controlling interest, with a minimum payout of $0 million and a maximum payout of $200 million. The Alictus acquisition expands SciPlay’s business in the casual gaming market, growing its game pipeline and diversifying its revenue streams as it advances its strategy to be a diversified global game developer.
Playzido Limited (“Playzido”)
In April 2022, we acquired Playzido, a dynamic content creation platform provider and game supplier, which is expected to accelerate the pace at which we can partner with game studios and operators to expand our iGaming content offering.
We accounted for these acquisitions using the acquisition method of accounting, allocating the total consideration transferred to acquired tangible and intangible assets and assumed liabilities based on estimated fair values. The estimated fair values of the acquired assets, assumed liabilities and resulting goodwill are subject to adjustment as we finalize our purchase price accounting. The following table summarizes an aggregate disclosure related to the acquisitions above and is based on the preliminary purchase price allocationallocations expected to be finalized by the fourth quarter of 2022:
| | Total Consideration | Total Consideration | | Cash paid, net of cash acquired(1) | | Contingent consideration/Redeemable non-controlling interest(2) | | Allocation of purchase price to Intangible assets, net(3) | | Weighted average useful life of acquired intangible assets | | Excess purchase price allocated to Goodwill(4) | Total Consideration | | Cash paid, net of cash acquired(1) | | Contingent consideration/Redeemable non-controlling interest(2) | | Allocation of purchase price to Intangible assets, net(3) | | Weighted average useful life of acquired intangible assets | | Excess purchase price allocated to Goodwill(4) |
| $ | 147 | | | $ | 113 | | | $ | 25 | | | $ | 40 | | | 6 | Years | | $ | 101 | | 147 | | | $ | 115 | | | $ | 25 | | | $ | 40 | | | 6 | Years | | $ | 101 | |
| | (1) Exclusive of $6 million acquired in short term investments. | (2) Fair values were determined using an income approach primarily based on reaching certain revenue and earnings-based metrics, with discount rates ranging between 2% and 16% and a maximum payout of up to $213 million. | (3) Intangible assets primarily consist of intellectual property, consisting of games technology and content platforms, and trade names. The fair value of these intangible assets was determined using an income approach method and level 3 inputs in the hierarchy as established by ASC 820. The discount rates used in the valuation analyses ranged between 16% and 18%. Royalty rates used for the trade names as well as acquired game content and related technology ranged between 1% and 3% and 20% and 21%, respectively. | | (4) The factors contributing to the recognition of acquisition goodwill are based on game portfolio and platform diversification, expected synergies, assembled workforce and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes. | (4) The factors contributing to the recognition of acquisition goodwill are based on game portfolio and platform diversification, expected synergies, assembled workforce and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes. | (4) The factors contributing to the recognition of acquisition goodwill are based on game portfolio and platform diversification, expected synergies, assembled workforce and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes. |
The revenue and earnings associated with the above acquisitions are immaterial to our current and historical consolidated financial statements.
In October 2022, we acquired substantially all of the assets of House Advantage, LLC, a leading loyalty and marketing software and technology provider, which will expand our Gaming systems offering with enhanced loyalty capabilities.
New Accounting Guidance - Recently Adopted
The FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in October 2021. The new guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance. We adopted this standard during the third quarter of 2022 on a retrospective basis for the current fiscal year. The adoption of this guidance did not have an effect on our consolidated financial statements.
New Accounting Guidance - Not Yet Adopted
The FASB issued ASUASUs No. 2020-04 and subsequently ASU No. 2021-01, Reference Rate Reform (Topic 848) in March 2020 and January 2021, respectively. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, including derivative instruments impacted by changes in the interest rates used for discounting cash flows for computing variable margin settlements, subject to meeting certain criteria, that reference LIBOR or other reference rates expected to be discontinued by June 2023. The ASUs establish certain contract modification principles that entities can apply in other areas that may be affected by reference rate reform and certain elective hedge accounting expedients
and exceptions. The ASUs may be applied prospectively. Based on our preliminary assessment completed to date, we do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements.
We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements.
(2) Discontinued Operations
During the second quarter of 2022, we completed the previously announced divestiture of the Lottery Business, from which we received $5.7 billion in gross cash proceeds and recorded a pre-tax gain on the sale of the Lottery Business of $4.6 billion. During the third quarter of 2022, we completed the divestiture of the Sports Betting Business and received $796 million in gross proceeds, consisting of $750 million in gross cash proceeds and $46 million in fair value of Class A common stock of Endeavor Group Holdings, Inc. (approximately 2.3 million shares). The cash proceeds are subject to working capital adjustments expected to be finalized during the fourth quarter of 2022 or the first quarter of 2023. The fair value of the Class A common stock received was included in Prepaid expenses, deposits and other current assets in our consolidated balance sheet as of September 30, 2022. We recorded a pre-tax gain on the sale of the Sports Betting Business of $362 million.
We have reflected the financial results of the Lottery Business and Sports Betting BusinessDivested Businesses as discontinued operations in our consolidated statements of operations and reflected the related assets and liabilities of these businesses as held for sale in our consolidated balance sheets, for all periods presented and until the completionsheet as of disposition of these businesses.December 31, 2021.
The summarized results of our discontinued operations were as follows:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Total revenue | Total revenue | $ | 51 | | | $ | 299 | | | $ | 339 | | | $ | 575 | | Total revenue | $ | 32 | | | $ | 285 | | | $ | 371 | | | $ | 860 | |
Total cost of revenue(1) | Total cost of revenue(1) | 18 | | | 144 | | | 168 | | | 283 | | Total cost of revenue(1) | 9 | | | 148 | | | 177 | | | 431 | |
Other operating expenses(2) | Other operating expenses(2) | 108 | | | 60 | | | 149 | | | 120 | | Other operating expenses(2) | 31 | | | 63 | | | 180 | | | 184 | |
| | Operating (loss) income | Operating (loss) income | (75) | | | 95 | | | 22 | | | 172 | | Operating (loss) income | (8) | | | 74 | | | 14 | | | 245 | |
| Total other income, net | Total other income, net | — | | | 71 | | | 7 | | | 73 | | Total other income, net | 2 | | | 16 | | | 10 | | | 90 | |
| Net (loss) income from discontinued operations before income taxes | Net (loss) income from discontinued operations before income taxes | (75) | | | 166 | | | 29 | | | 245 | | Net (loss) income from discontinued operations before income taxes | (6) | | | 90 | | | 24 | | | 335 | |
| Gain on sale of Lottery Business before income taxes | 4,568 | | | — | | | 4,568 | | | — | | |
| Gain on sale of discontinued operations before income taxes | | Gain on sale of discontinued operations before income taxes | 362 | | | — | | | 4,930 | | | — | |
| Total net income from discontinued operations before income taxes | Total net income from discontinued operations before income taxes | 4,493 | | | 166 | | | 4,597 | | | 245 | | Total net income from discontinued operations before income taxes | 356 | | | 90 | | | 4,954 | | | 335 | |
| Income tax expense | Income tax expense | (1,048) | | | (2) | | | (1,057) | | | (2) | | Income tax expense | (41) | | | (3) | | | (1,099) | | | (6) | |
| Net income from discontinued operations, net of tax included in the consolidated statement of operations | Net income from discontinued operations, net of tax included in the consolidated statement of operations | $ | 3,445 | | | $ | 164 | | | $ | 3,540 | | | $ | 243 | | Net income from discontinued operations, net of tax included in the consolidated statement of operations | $ | 315 | | | $ | 87 | | | $ | 3,855 | | | $ | 329 | |
| | | (1) Excludes D&A. | (1) Excludes D&A. | (1) Excludes D&A. |
| (2) Includes D&A of $27 million and $53 million for the three and six months ended June 30, 2021, respectively, along with stock-based compensation of $4 million and $11 million for the three and six months ended June 30, 2022, respectively, and $5 million and $9 million for the three and six months ended June 30, 2021, respectively. Due to the discontinued operations classification of these businesses as of the third quarter of 2021, the D&A for these businesses has ceased and none was included for the three and six months ended June 30, 2022. The three and six months ended June 30, 2022 also include $78 million related to direct transaction closing fees. | |
| (2) Includes D&A of $26 million and $79 million for the three and nine months ended September 30, 2021, respectively, along with stock-based compensation of $7 million and $18 million for the three and nine months ended September 30, 2022, respectively, and $7 million and $14 million for the three and nine months ended September 30, 2021, respectively. Due to the discontinued operations classification of the Divested Businesses as of the third quarter of 2021, D&A was ceased and none was included for the three and nine months ended September 30, 2022. The three and nine months ended September 30, 2022 also include $7 million and $85 million, respectively, related to direct transaction closing fees. | | (2) Includes D&A of $26 million and $79 million for the three and nine months ended September 30, 2021, respectively, along with stock-based compensation of $7 million and $18 million for the three and nine months ended September 30, 2022, respectively, and $7 million and $14 million for the three and nine months ended September 30, 2021, respectively. Due to the discontinued operations classification of the Divested Businesses as of the third quarter of 2021, D&A was ceased and none was included for the three and nine months ended September 30, 2022. The three and nine months ended September 30, 2022 also include $7 million and $85 million, respectively, related to direct transaction closing fees. |
The following table summarizes the major classes of assets and liabilities of businesses held for sale.
| | | | | | | | | | | |
| As of |
| June 30, 2022 | | December 31, 2021 |
| ASSETS | | | |
| Cash and cash equivalents | $ | 43 | | | $ | 44 | |
| Restricted cash | — | | | 22 | |
| Receivables, net | 40 | | | 214 | |
| Inventories | — | | | 94 | |
| Prepaid expenses deposits and other current assets | 23 | | | 123 | |
| Total current assets of businesses held for sale | 106 | | | 497 | |
| Property and equipment, net | 8 | | | 217 | |
| | | |
| Intangible assets and software, net | 163 | | | 304 | |
| | | |
| Goodwill | 242 | | | 623 | |
| Equity investments | — | | | 251 | |
| Other assets | 16 | | | 82 | |
| Total non-current assets of businesses held for sale | 429 | | | 1,477 | |
| Total assets of businesses held for sale | $ | 535 | | | $ | 1,974 | |
| | | |
| LIABILITIES | | | |
| Accounts payable | $ | 1 | | | $ | 95 | |
| Accrued liabilities and other | 25 | | | 187 | |
| Total current liabilities of businesses held for sale | 26 | | | 282 | |
| Operating lease liabilities | 8 | | | 34 | |
| | | |
| Other | 34 | | | 90 | |
| Total non-current liabilities of businesses held for sale | 42 | | | 124 | |
| Total liabilities of businesses held for sale | $ | 68 | | | $ | 406 | |
| | | | | | | |
| | | As of |
| | | December 31, 2021 |
| ASSETS | | | |
| Cash and cash equivalents | | | $ | 44 | |
| Restricted cash | | | 22 | |
| Receivables, net | | | 214 | |
| Inventories | | | 94 | |
| Prepaid expenses deposits and other current assets | | | 123 | |
| Total current assets of businesses held for sale | | | 497 | |
| Property and equipment, net | | | 217 | |
| | | |
| Intangible assets and software, net | | | 304 | |
| | | |
| Goodwill | | | 623 | |
| Equity investments | | | 251 | |
| Other assets | | | 82 | |
| Total non-current assets of businesses held for sale | | | 1,477 | |
| Total assets of businesses held for sale | | | $ | 1,974 | |
| | | |
| LIABILITIES | | | |
| Accounts payable | | | $ | 95 | |
| Accrued liabilities and other | | | 187 | |
| Total current liabilities of businesses held for sale | | | 282 | |
| Operating lease liabilities | | | 34 | |
| | | |
| Other | | | 90 | |
| Total non-current liabilities of businesses held for sale | | | 124 | |
| Total liabilities of businesses held for sale | | | $ | 406 | |
(3) Revenue Recognition
The following table disaggregates revenues by type within each of our business segments:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Gaming | Gaming | | | | | | | | Gaming | | | | | | | |
Gaming operations(1) | Gaming operations(1) | $ | 163 | | | $ | 181 | | | $ | 319 | | | $ | 294 | | Gaming operations(1) | $ | 161 | | | $ | 151 | | | $ | 479 | | | $ | 445 | |
| Gaming machine sales | Gaming machine sales | 123 | | | 100 | | | 226 | | | 155 | | Gaming machine sales | 140 | | | 95 | | | 366 | | | 249 | |
| Gaming systems | Gaming systems | 60 | | | 52 | | | 111 | | | 94 | | Gaming systems | 70 | | | 52 | | | 181 | | | 146 | |
| Table products | Table products | 44 | | | 34 | | | 89 | | | 68 | | Table products | 48 | | | 41 | | | 137 | | | 109 | |
| Total | Total | $ | 390 | | | $ | 367 | | | $ | 745 | | | $ | 611 | | Total | $ | 419 | | | $ | 339 | | | $ | 1,163 | | | $ | 949 | |
| | | SciPlay | SciPlay | | SciPlay | |
| Mobile in-app purchases | Mobile in-app purchases | $ | 138 | | | $ | 136 | | | $ | 277 | | | $ | 269 | | Mobile in-app purchases | $ | 149 | | | $ | 131 | | | $ | 426 | | | $ | 400 | |
Web in-app purchases and other(2) | Web in-app purchases and other(2) | 22 | | | 18 | | | 41 | | | 36 | | Web in-app purchases and other(2) | 22 | | | 16 | | | 63 | | | 52 | |
| | Total | Total | $ | 160 | | | $ | 154 | | | $ | 318 | | | $ | 305 | | Total | $ | 171 | | | $ | 147 | | | $ | 489 | | | $ | 452 | |
| | | iGaming | iGaming | $ | 60 | | | $ | 60 | | | $ | 120 | | | $ | 118 | | iGaming | $ | 58 | | | $ | 53 | | | $ | 178 | | | $ | 171 | |
| | | (1) Gaming operations revenue for the three and six months ended June 30, 2021 benefited from $38 million and $44 million U.K. FOBT VAT recovery (the “VAT recovery”) received from certain U.K. customers related to a 2020 U.K. court ruling associated with overcharging of value-added tax for gaming operators that consequently reduced our net gaming revenues related to these customers and arrangements. | |
| (1) Gaming operations revenue for the nine months ended September 30, 2021 benefited from $44 million U.K. Fixed Odds Betting Terminal VAT recovery (the “VAT recovery”) received from certain U.K. customers related to a 2020 U.K. court ruling associated with overcharging of VAT for gaming operators that consequently reduced our net gaming revenues related to these customers and arrangements. | | (1) Gaming operations revenue for the nine months ended September 30, 2021 benefited from $44 million U.K. Fixed Odds Betting Terminal VAT recovery (the “VAT recovery”) received from certain U.K. customers related to a 2020 U.K. court ruling associated with overcharging of VAT for gaming operators that consequently reduced our net gaming revenues related to these customers and arrangements. |
(2) Other primarily represents revenue generated from providing advertising platforms with access to SciPlay’s game software platform, which facilitates the placement of advertising inventory, which was not material in the periods presented. |
The amount of rental income revenue that is outside the scope of ASC 606 was $118$116 million and $231$347 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, and $119$88 million and $182$270 million for the three and sixnine months ended JuneSeptember 30, 2021, respectively.
Contract Liabilities and Other Disclosures
The following table summarizes the activity in our contract liabilities for the reporting period:
| | | | | | | | |
| | | | SixNine Months Ended JuneSeptember 30, 2022 |
| | | | |
| | | | |
Contract liability balance, beginning of period(1) | | | | $ | 37 | |
| Liabilities recognized during the period | | | | 69 | |
| Amounts recognized in revenue from beginning balance | | | | (11)(17) | |
Contract liability balance, end of period(1) | | | | $ | 3229 | |
| | | | |
| (1) Contract liabilities are included within Accrued liabilities and Other long-term liabilities in our consolidated balance sheets. |
The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on our consolidated balance sheets. Other than contracts with customers with financing arrangements exceeding 12 months, revenue recognition is generally proximal to conversion to cash. The following table summarizes our balances in these accounts for the periods indicated (other than contract liabilities disclosed above):
| | | Receivables | | Contract Assets(1) | | Receivables | | Contract Assets(1) |
| Beginning of period balance | Beginning of period balance | $ | 440 | | | $ | 19 | | Beginning of period balance | $ | 440 | | | $ | 19 | |
| End of period balance, June 30, 2022 | 430 | | | 26 | | |
| End of period balance, September 30, 2022 | | End of period balance, September 30, 2022 | 442 | | | 23 | |
| | (1) Contract assets are included primarily within Prepaid expenses, deposits and other current assets in our consolidated balance sheets. |
As of JuneSeptember 30, 2022, we did not have material unsatisfied performance obligations for contracts expected to be long-term or contracts for which we recognize revenue at an amount other than for which we have the right to invoice for goods or services delivered or performed.
(4) Business Segments
We report our operations in 3three business segments—Gaming, SciPlay and iGaming—representing our different products and services. A detailed discussion regarding the products and services from which each reportable business segment derives its revenue is included in Notes 3 and 4 in our 2021 10-K.
In evaluating financial performance, our Chief Operating Decision Maker focuses on AEBITDA as management’s primary segment measure of profit or loss, which is described in footnote (2) to the below table. The accounting policies of our
business segments are the same as those described within the Notes in our 2021 10-K. The following tables present our segment information:
| | | Three Months Ended June 30, 2022 | | Three Months Ended September 30, 2022 |
| | Gaming | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total | | Gaming | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total |
| Total revenue | Total revenue | $ | 390 | | | $ | 160 | | | $ | 60 | | | $ | — | | | $ | 610 | | Total revenue | $ | 419 | | | $ | 171 | | | $ | 58 | | | $ | — | | | $ | 648 | |
AEBITDA(2) | AEBITDA(2) | 179 | | | 41 | | | 21 | | | (29) | | | $ | 212 | | AEBITDA(2) | 202 | | | 43 | | | 20 | | | (30) | | | $ | 235 | |
| Reconciling items to Net loss from continuing operations before income taxes: | |
| Reconciling items to Net income from continuing operations before income taxes: | | Reconciling items to Net income from continuing operations before income taxes: |
| D&A | D&A | (82) | | | (6) | | | (13) | | | (6) | | | (107) | | D&A | (81) | | | (6) | | | (10) | | | (5) | | | (102) | |
| | Restructuring and other | Restructuring and other | (1) | | | (1) | | | (14) | | | (26) | | | (42) | | Restructuring and other | (1) | | | (1) | | | — | | | (25) | | | (27) | |
| | Interest expense | Interest expense | | (70) | | | (70) | | Interest expense | | (68) | | | (68) | |
| Loss on debt refinancing transactions | | (147) | | | (147) | | |
| Gain on remeasurement of debt and other | | 20 | | | 20 | | |
| | Other income, net | Other income, net | | 2 | | | 2 | | Other income, net | | 1 | | | 1 | |
| Stock-based compensation | Stock-based compensation | | (17) | | | (17) | | Stock-based compensation | | (15) | | | (15) | |
| Net loss from continuing operations before income taxes | | $ | (149) | | |
| Net income from continuing operations before income taxes | | Net income from continuing operations before income taxes | | $ | 24 | |
| | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. |
| (2) AEBITDA is reconciled to net loss from continuing operations before income taxes with the following adjustments: (1) depreciation and amortization expense and impairment charges (including goodwill impairments); (2) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (3) interest expense; (4) loss on debt refinancing transactions; (5) change in fair value of investments and remeasurement of debt and other; (6) other income, net, including foreign currency (gains) losses and earnings from equity investments; and (7) stock-based compensation. AEBITDA is presented as our primary segment measure of profit or loss. | (2) AEBITDA is reconciled to net loss from continuing operations before income taxes with the following adjustments: (1) depreciation and amortization expense and impairment charges (including goodwill impairments); (2) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (3) interest expense; (4) loss on debt refinancing transactions; (5) change in fair value of investments and remeasurement of debt and other; (6) other income, net, including foreign currency (gains) losses and earnings from equity investments; and (7) stock-based compensation. AEBITDA is presented as our primary segment measure of profit or loss. | (2) AEBITDA is reconciled to net loss from continuing operations before income taxes with the following adjustments: (1) depreciation and amortization expense and impairment charges (including goodwill impairments); (2) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items; (3) interest expense; (4) loss on debt refinancing transactions; (5) change in fair value of investments and remeasurement of debt and other; (6) other income, net, including foreign currency (gains) losses and earnings from equity investments; and (7) stock-based compensation. AEBITDA is presented as our primary segment measure of profit or loss. |
| | | Three Months Ended June 30, 2021 | | Three Months Ended September 30, 2021 |
| | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total | | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total |
| Total revenue | Total revenue | $ | 367 | | | | $ | 154 | | | $ | 60 | | | $ | — | | | $ | 581 | | Total revenue | $ | 339 | | | | $ | 147 | | | $ | 53 | | | $ | — | | | $ | 539 | |
AEBITDA(2) | AEBITDA(2) | 194 | | | | 48 | | | 20 | | | (30) | | | $ | 232 | | AEBITDA(2) | 172 | | | | 45 | | | 18 | | | (32) | | | $ | 203 | |
Reconciling items to Net loss from continuing operations before income taxes: | | D&A | D&A | (72) | | | | (4) | | | (13) | | | (7) | | | (96) | | D&A | (73) | | | | (4) | | | (13) | | | (6) | | | (96) | |
| | Restructuring and other | Restructuring and other | (3) | | | | (1) | | | 1 | | | (27) | | | (30) | | Restructuring and other | (1) | | | | (2) | | | (1) | | | (41) | | | (45) | |
| | Interest expense | Interest expense | | | | (119) | | | (119) | | Interest expense | | | | (120) | | | (120) | |
| | Loss on remeasurement of debt and other | | | | (7) | | | (7) | | |
| Other income, net | | | | 11 | | | 11 | | |
| Gain on remeasurement of debt and other | | Gain on remeasurement of debt and other | | | | 12 | | | 12 | |
| Stock-based compensation | Stock-based compensation | | | | (36) | | | (36) | | Stock-based compensation | | | | (26) | | | (26) | |
| Net loss from continuing operations before income taxes | Net loss from continuing operations before income taxes | | | | $ | (45) | | Net loss from continuing operations before income taxes | | | | $ | (72) | |
| | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. |
(2) AEBITDA is described in footnote (2) to the first table in this Note 4. |
| | | | Six Months Ended June 30, 2022 | | Nine Months Ended September 30, 2022 |
| | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total | | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total |
| Total revenue | Total revenue | $ | 745 | | | | $ | 318 | | | $ | 120 | | | $ | — | | | $ | 1,183 | | Total revenue | $ | 1,163 | | | | $ | 489 | | | $ | 178 | | | $ | — | | | $ | 1,830 | |
AEBITDA(2) | AEBITDA(2) | 350 | | | | 85 | | | 41 | | | (62) | | | $ | 414 | | AEBITDA(2) | 552 | | | | 128 | | | 61 | | | (93) | | | $ | 648 | |
Reconciling items to Net loss from continuing operations before income taxes: | | D&A | D&A | (165) | | | | (10) | | | (27) | | | (13) | | | (215) | | D&A | (246) | | | | (16) | | | (37) | | | (18) | | | (317) | |
| | Restructuring and other | Restructuring and other | (4) | | | | (3) | | | (14) | | | (57) | | | (78) | | Restructuring and other | (5) | | | | (4) | | | (15) | | | (82) | | | (106) | |
| | Interest expense | Interest expense | | | | (186) | | | (186) | | Interest expense | | | | (254) | | | (254) | |
| Loss on debt refinancing transactions | Loss on debt refinancing transactions | | | | (147) | | | (147) | | Loss on debt refinancing transactions | | | | (147) | | | (147) | |
| Gain on remeasurement of debt and other | Gain on remeasurement of debt and other | | | | 27 | | | 27 | | Gain on remeasurement of debt and other | | | | 27 | | | 27 | |
| Other income, net | Other income, net | | | | 4 | | | 4 | | Other income, net | | | | 7 | | | 7 | |
| Stock-based compensation | Stock-based compensation | | | | (32) | | | (32) | | Stock-based compensation | | | | (47) | | | (47) | |
| Net loss from continuing operations before income taxes | Net loss from continuing operations before income taxes | | | | $ | (213) | | Net loss from continuing operations before income taxes | | | | $ | (189) | |
| | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net income from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net income from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net income from continuing operations before income taxes. |
| (2) AEBITDA is described in footnote (2) to the first table in this Note 4. | (2) AEBITDA is described in footnote (2) to the first table in this Note 4. | (2) AEBITDA is described in footnote (2) to the first table in this Note 4. |
| | | Six Months Ended June 30, 2021 | | Nine Months Ended September 30, 2021 |
| | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total | | Gaming | | | SciPlay | | iGaming | | Unallocated and Reconciling Items(1) | | Total |
| Total revenue | Total revenue | $ | 611 | | | | $ | 305 | | | $ | 118 | | | $ | — | | | $ | 1,034 | | Total revenue | $ | 949 | | | | $ | 452 | | | $ | 171 | | | $ | — | | | $ | 1,572 | |
AEBITDA(2) | AEBITDA(2) | 301 | | | | 94 | | | 41 | | | (62) | | | $ | 374 | | AEBITDA(2) | 472 | | | | 138 | | | 60 | | | (93) | | | $ | 577 | |
Reconciling items to Net loss from continuing operations before income taxes: | | D&A | D&A | (147) | | | | (7) | | | (25) | | | (14) | | | (193) | | D&A | (220) | | | | (11) | | | (38) | | | (20) | | | (289) | |
| | Restructuring and other | Restructuring and other | (6) | | | | (1) | | | — | | | (44) | | | (51) | | Restructuring and other | (7) | | | | (3) | | | (1) | | | (85) | | | (96) | |
| | Interest expense | Interest expense | | | | (240) | | | (240) | | Interest expense | | | | (360) | | | (360) | |
| | Gain on remeasurement of debt and other | Gain on remeasurement of debt and other | | | | 18 | | | 18 | | Gain on remeasurement of debt and other | | | | 30 | | | 30 | |
| Other income, net | Other income, net | | | | 17 | | | 17 | | Other income, net | | | | 17 | | | 17 | |
| Stock-based compensation | Stock-based compensation | | | | (55) | | | (55) | | Stock-based compensation | | | | (81) | | | (81) | |
| Net loss from continuing operations before income taxes | Net loss from continuing operations before income taxes | | | | $ | (130) | | Net loss from continuing operations before income taxes | | | | $ | (202) | |
| | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. | (1) Includes amounts not allocated to the business segments (including corporate costs) and items to reconcile the total business segments AEBITDA to our consolidated net loss from continuing operations before income taxes. |
| (2) AEBITDA is described in footnote (2) to the first table in this Note 4. | (2) AEBITDA is described in footnote (2) to the first table in this Note 4. | (2) AEBITDA is described in footnote (2) to the first table in this Note 4. |
(5) Restructuring and Other
Restructuring and other includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi)
acquisition and disposition related costs and other unusual items. The following table summarizes pre-tax restructuring and other costs for the periods presented:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Employee severance and related | Employee severance and related | $ | 1 | | | $ | — | | | $ | 2 | | | $ | 1 | | Employee severance and related | $ | 5 | | | $ | 3 | | | $ | 7 | | | $ | 3 | |
| | Strategic review and related | Strategic review and related | 22 | | | 16 | | | 52 | | | 26 | | Strategic review and related | 14 | | | 31 | | | 68 | | | 57 | |
Contingent acquisition consideration(1) | Contingent acquisition consideration(1) | 12 | | | — | | | 12 | | | — | | Contingent acquisition consideration(1) | — | | | — | | | 12 | | | — | |
| Restructuring, integration and other | Restructuring, integration and other | 7 | | | 14 | | | 12 | | | 24 | | Restructuring, integration and other | 8 | | | 11 | | | 19 | | | 36 | |
| Total | Total | $ | 42 | | | $ | 30 | | | $ | 78 | | | $ | 51 | | Total | $ | 27 | | | $ | 45 | | | $ | 106 | | | $ | 96 | |
| | | (1) Represents contingent consideration fair value adjustment (see Note 12). | (1) Represents contingent consideration fair value adjustment (see Note 12). | (1) Represents contingent consideration fair value adjustment (see Note 12). |
|
(6) Receivables, Allowance for Credit Losses and Credit Quality of Receivables
Receivables
The following table summarizes the components of current and long-term receivables, net:
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| Current: | Current: | | | | Current: | | | |
| Receivables | Receivables | $ | 461 | | | $ | 475 | | Receivables | $ | 467 | | | $ | 475 | |
| Allowance for credit losses | Allowance for credit losses | (46) | | | (52) | | Allowance for credit losses | (41) | | | (52) | |
| Current receivables, net | Current receivables, net | 415 | | | 423 | | Current receivables, net | 426 | | | 423 | |
| Long-term: | Long-term: | | | | Long-term: | | | |
| Receivables | Receivables | 17 | | | 19 | | Receivables | 18 | | | 19 | |
| Allowance for credit losses | Allowance for credit losses | (2) | | | (2) | | Allowance for credit losses | (2) | | | (2) | |
| Long-term receivables, net | Long-term receivables, net | 15 | | | 17�� | | Long-term receivables, net | 16 | | | 17 | |
| Total receivables, net | Total receivables, net | $ | 430 | | | $ | 440 | | Total receivables, net | $ | 442 | | | $ | 440 | |
|
Allowance for Credit Losses
We manage our receivable portfolios using both geography and delinquency as key credit quality indicators. The following summarizes geographical delinquencies of total receivables, net:
| | | As of | | As of |
| | June 30, 2022 | | Balances over 90 days past due | | December 31, 2021 | | Balances over 90 days past due | | September 30, 2022 | | Balances over 90 days past due | | December 31, 2021 | | Balances over 90 days past due |
| Receivables: | Receivables: | | | | | | | | Receivables: | | | | | | | |
| U.S. and Canada | U.S. and Canada | $ | 293 | | | $ | 25 | | | $ | 321 | | | $ | 37 | | U.S. and Canada | $ | 298 | | | $ | 14 | | | $ | 321 | | | $ | 37 | |
| International | International | 185 | | | 28 | | | 173 | | | 44 | | International | 187 | | | 33 | | | 173 | | | 44 | |
| Total receivables | Total receivables | 478 | | | 53 | | | 494 | | | 81 | | Total receivables | 485 | | | 47 | | | 494 | | | 81 | |
| | Receivables allowance: | Receivables allowance: | | Receivables allowance: | |
| U.S. and Canada | U.S. and Canada | (21) | | | (6) | | | (18) | | | (6) | | U.S. and Canada | (21) | | | (6) | | | (18) | | | (6) | |
| International | International | (27) | | | (25) | | | (36) | | | (19) | | International | (22) | | | (22) | | | (36) | | | (19) | |
| Total receivables allowance | Total receivables allowance | (48) | | | (31) | | | (54) | | | (25) | | Total receivables allowance | (43) | | | (28) | | | (54) | | | (25) | |
| Receivables, net | Receivables, net | $ | 430 | | | $ | 22 | | | $ | 440 | | | $ | 56 | | Receivables, net | $ | 442 | | | $ | 19 | | | $ | 440 | | | $ | 56 | |
|
Account balances are charged against the allowances after all internal and external collection efforts have been exhausted and the potential for recovery is considered remote.
The activity in our allowance for receivable credit losses for each of the three and sixnine months ended JuneSeptember 30, 2022 and 2021 is as follows:
| | | 2022 | | 2021 | | 2022 | | 2021 |
| | Total | | U.S. and Canada | | International | | Total | | Total | | U.S. and Canada | | International | | Total |
| Beginning allowance for credit losses | Beginning allowance for credit losses | $ | (54) | | | $ | (18) | | | $ | (36) | | | $ | (81) | | Beginning allowance for credit losses | $ | (54) | | | $ | (18) | | | $ | (36) | | | $ | (81) | |
| Provision | Provision | (3) | | | (3) | | | — | | | 1 | | Provision | (3) | | | (3) | | | — | | | 1 | |
| Charge-offs and recoveries | Charge-offs and recoveries | 7 | | | — | | | 7 | | | 2 | | Charge-offs and recoveries | 7 | | | — | | | 7 | | | 2 | |
| Allowance for credit losses as of March 31 | Allowance for credit losses as of March 31 | (50) | | | (21) | | | (29) | | | (78) | | Allowance for credit losses as of March 31 | (50) | | | (21) | | | (29) | | | (78) | |
| Provision | Provision | (1) | | | (1) | | | — | | | (2) | | Provision | (1) | | | (1) | | | — | | | (2) | |
| Charge-offs and recoveries | Charge-offs and recoveries | 3 | | | 1 | | | 2 | | | 17 | | Charge-offs and recoveries | 3 | | | 1 | | | 2 | | | 17 | |
| Allowance for credit losses as of June 30 | Allowance for credit losses as of June 30 | $ | (48) | | | $ | (21) | | | $ | (27) | | | $ | (63) | | Allowance for credit losses as of June 30 | $ | (48) | | | $ | (21) | | | $ | (27) | | | $ | (63) | |
| Provision | | Provision | 4 | | | — | | | 4 | | | (1) | |
| Charge-offs and recoveries | | Charge-offs and recoveries | 1 | | | — | | | 1 | | | — | |
| Allowance for credit losses as of September 30 | | Allowance for credit losses as of September 30 | $ | (43) | | | $ | (21) | | | $ | (22) | | | $ | (64) | |
| | | | |
As of JuneSeptember 30, 2022, 5%4% of our total receivables, net, were past due by over 90 days compared to 13% as of December 31, 2021.
Credit Quality of Receivables
We have certain concentrations of outstanding receivables in international locations that impact our assessment of the credit quality of our receivables. We monitor the macroeconomic and political environment in each of these locations in our assessment of the credit quality of our receivables. The international customers with significant concentrations (generally deemed to be exceeding 10%) of our receivables with terms longer than one year are primarily in the Latin America region (“LATAM”) and are primarily comprised of Mexico, Peru and Argentina. The following table summarizes our LATAM receivables:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 | | |
| Total | | | | Current or Not Yet Due | | Balances Over 90 days Past Due | | | | | | |
| Receivables | $ | 78 | | | | | $ | 40 | | | $ | 38 | | | | | | | |
| Allowance for credit losses | (25) | | | | | (14) | | | (11) | | | | | | | |
| Receivables, net | $ | 53 | | | | | $ | 26 | | | $ | 27 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | |
| Total | | | | Current or Not Yet Due | | Balances Over 90 days Past Due | | | | | | |
| Receivables | $ | 72 | | | | | $ | 38 | | | $ | 34 | | | | | | | |
| Allowance for credit losses | (22) | | | | | (10) | | | (12) | | | | | | | |
| Receivables, net | $ | 50 | | | | | $ | 28 | | | $ | 22 | | | | | | | |
We continuously review receivables and as information concerning credit quality arise, reassess our expectations of future losses and record an incremental reserve if warranted at that time. Our current allowance for credit losses represents our current expectation of credit losses; however future expectations could change as international unrest or other macro-economic factors impact the financial stability of our customers.
The fair value of receivables is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. As of JuneSeptember 30, 2022 and December 31, 2021, the fair value of receivables, net, approximated the carrying value due to contractual terms of receivables generally being less than 24 months.
(7) Inventories
Inventories consisted of the following:
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| Parts and work-in-process | Parts and work-in-process | $ | 100 | | | $ | 70 | | Parts and work-in-process | $ | 114 | | | $ | 70 | |
| Finished goods | Finished goods | 29 | | | 28 | | Finished goods | 23 | | | 28 | |
| Total inventories | Total inventories | $ | 129 | | | $ | 98 | | Total inventories | $ | 137 | | | $ | 98 | |
|
Parts and work-in-process include parts for gaming machines and our finished goods inventory primarily consists of gaming machines for sale.
(8) Property and Equipment, net
Property and equipment, net consisted of the following:
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| Land | Land | $ | 6 | | | $ | 6 | | Land | $ | 6 | | | $ | 6 | |
| Buildings and leasehold improvements | Buildings and leasehold improvements | 55 | | | 55 | | Buildings and leasehold improvements | 54 | | | 55 | |
| Gaming machinery and equipment | Gaming machinery and equipment | 680 | | | 712 | | Gaming machinery and equipment | 669 | | | 712 | |
| Furniture and fixtures | Furniture and fixtures | 21 | | | 22 | | Furniture and fixtures | 20 | | | 22 | |
| Construction in progress | Construction in progress | 14 | | | 9 | | Construction in progress | 13 | | | 9 | |
| Other property and equipment | Other property and equipment | 88 | | | 84 | | Other property and equipment | 89 | | | 84 | |
| Less: accumulated depreciation | Less: accumulated depreciation | (659) | | | (675) | | Less: accumulated depreciation | (649) | | | (675) | |
| Total property and equipment, net | Total property and equipment, net | $ | 205 | | | $ | 213 | | Total property and equipment, net | $ | 202 | | | $ | 213 | |
| |
Depreciation expense is excluded from Cost of services, Cost of product sales and Other operating expenses and is separately presented within D&A.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Depreciation expense | $ | 27 | | | $ | 30 | | | $ | 55 | | | $ | 61 | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Depreciation expense | $ | 27 | | | $ | 29 | | | $ | 82 | | | $ | 90 | |
|
(9) Intangible Assets, net and Goodwill
Intangible Assets, net
The following tables present certain information regarding our intangible assets as of JuneSeptember 30, 2022 and December 31, 2021:
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| | Gross Carrying Value | | Accumulated Amortization | | | Net Balance | | Gross Carrying Value | | Accumulated Amortization | | Net Balance | | Gross Carrying Value | | Accumulated Amortization | | | Net Balance | | Gross Carrying Value | | Accumulated Amortization | | Net Balance |
| Amortizable intangible assets: | Amortizable intangible assets: | | | | | | | | | | | | | Amortizable intangible assets: | | | | | | | | | | | | |
| Customer relationships | Customer relationships | $ | 905 | | | $ | (480) | | | | $ | 425 | | | $ | 911 | | | $ | (445) | | | $ | 466 | | Customer relationships | $ | 898 | | | $ | (493) | | | | $ | 405 | | | $ | 911 | | | $ | (445) | | | $ | 466 | |
| Intellectual property | Intellectual property | 928 | | | (690) | | | | 238 | | | 914 | | | (670) | | | 244 | | Intellectual property | 906 | | | (690) | | | | 216 | | | 914 | | | (670) | | | 244 | |
| Licenses | Licenses | 439 | | | (375) | | | | 64 | | | 472 | | | (380) | | | 92 | | Licenses | 441 | | | (383) | | | | 58 | | | 472 | | | (380) | | | 92 | |
| Brand names | Brand names | 130 | | | (102) | | | | 28 | | | 132 | | | (97) | | | 35 | | Brand names | 127 | | | (104) | | | | 23 | | | 132 | | | (97) | | | 35 | |
| Trade names | Trade names | 163 | | | (88) | | | | 75 | | | 158 | | | (54) | | | 104 | | Trade names | 162 | | | (104) | | | | 58 | | | 158 | | | (54) | | | 104 | |
| Patents and other | Patents and other | 14 | | | (7) | | | | 7 | | | 12 | | | (7) | | | 5 | | Patents and other | 14 | | | (7) | | | | 7 | | | 12 | | | (7) | | | 5 | |
| Total intangible assets | Total intangible assets | $ | 2,579 | | | $ | (1,742) | | | | $ | 837 | | | $ | 2,599 | | | $ | (1,653) | | | $ | 946 | | Total intangible assets | $ | 2,548 | | | $ | (1,781) | | | | $ | 767 | | | $ | 2,599 | | | $ | (1,653) | | | $ | 946 | |
|
The following reflects intangible amortization expense included within D&A:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Amortization expense | $ | 60 | | | $ | 46 | | | $ | 120 | | | $ | 91 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Amortization expense | $ | 60 | | | $ | 46 | | | $ | 180 | | | $ | 138 | |
Goodwill
The table below reconciles the change in the carrying value of goodwill by business segment for the period from December 31, 2021 to JuneSeptember 30, 2022.
| | | Gaming(1) | | | SciPlay | | iGaming | | | Totals | | Gaming(1) | | | SciPlay | | iGaming | | | Totals |
| Balance as of December 31, 2021 | Balance as of December 31, 2021 | | $ | 2,405 | | | | $ | 126 | | | $ | 361 | | | | $ | 2,892 | | Balance as of December 31, 2021 | | $ | 2,405 | | | | $ | 126 | | | $ | 361 | | | | $ | 2,892 | |
| | Acquired goodwill | Acquired goodwill | | — | | | | 93 | | | 8 | | | | 101 | | Acquired goodwill | | — | | | | 93 | | | 8 | | | | 101 | |
| Foreign currency adjustments | Foreign currency adjustments | | (28) | | | | (5) | | | (28) | | | | (61) | | Foreign currency adjustments | | (62) | | | | (6) | | | (60) | | | | (128) | |
| Balance as of June 30, 2022 | | $ | 2,377 | | | | $ | 214 | | | $ | 341 | | | | $ | 2,932 | | |
| Balance as of September 30, 2022 | | Balance as of September 30, 2022 | | $ | 2,343 | | | | $ | 213 | | | $ | 309 | | | | $ | 2,865 | |
| | (1) Accumulated goodwill impairment charges for the Gaming segment as of June 30, 2022 were $989 million. | |
| (1) Accumulated goodwill impairment charges for the Gaming segment as of September 30, 2022 were $989 million. | | (1) Accumulated goodwill impairment charges for the Gaming segment as of September 30, 2022 were $989 million. |
|
(10) Software, net
Software, net consisted of the following:
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| Software | Software | $ | 1,019 | | | $ | 996 | | Software | $ | 1,035 | | | $ | 996 | |
| Accumulated amortization | Accumulated amortization | (898) | | | (879) | | Accumulated amortization | (905) | | | (879) | |
| Software, net | Software, net | $ | 121 | | | $ | 117 | | Software, net | $ | 130 | | | $ | 117 | |
|
The following reflects amortization of software included within D&A:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Amortization expense | $ | 20 | | | $ | 20 | | | $ | 40 | | | $ | 41 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Amortization expense | $ | 15 | | | $ | 21 | | | $ | 55 | | | $ | 61 | |
(11) Long-Term and Other Debt
Outstanding Debt and Finance Leases
The following table reflects our outstanding debt (in order of priority and maturity):
| | | As of | | As of |
| | June 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
| | Final Maturity | | Rate(s) | | Face value | | Unamortized debt discount/premium and deferred financing costs, net | | Book value | | Book value | | Final Maturity | | Rate(s) | | Face value | | Unamortized debt discount/premium and deferred financing costs, net | | Book value | | Book value |
| Senior Secured Credit Facilities: | Senior Secured Credit Facilities: | | | | | | | | | | | | Senior Secured Credit Facilities: | | | | | | | | | | | |
| SGI Term Loan B-5 | SGI Term Loan B-5 | 2024 | | variable | | $ | — | | | $ | — | | | $ | — | | | $ | 3,982 | | SGI Term Loan B-5 | 2024 | | variable | | $ | — | | | $ | — | | | $ | — | | | $ | 3,982 | |
| SciPlay Revolver | SciPlay Revolver | 2024 | | variable | | — | | | — | | | — | | | — | | SciPlay Revolver | 2024 | | variable | | — | | | — | | | — | | | — | |
| SGI Revolver | SGI Revolver | 2027 | | variable | | — | | | — | | | — | | | — | | SGI Revolver | 2027 | | variable | | — | | | — | | | — | | | — | |
| SGI Term Loan B | SGI Term Loan B | 2029 | | variable | | 2,200 | | | (32) | | | 2,168 | | | — | | SGI Term Loan B | 2029 | | variable | | 2,195 | | | (31) | | | 2,164 | | | — | |
| SGI Senior Notes: | SGI Senior Notes: | | SGI Senior Notes: | |
| 2025 Secured Notes | 2025 Secured Notes | 2025 | | 5.000% | | — | | | — | | | — | | | 1,240 | | 2025 Secured Notes | 2025 | | 5.000% | | — | | | — | | | — | | | 1,240 | |
| 2026 Secured Euro Notes | 2026 Secured Euro Notes | 2026 | | 3.375% | | — | | | — | | | — | | | 364 | | 2026 Secured Euro Notes | 2026 | | 3.375% | | — | | | — | | | — | | | 364 | |
| 2025 Unsecured Notes | 2025 Unsecured Notes | 2025 | | 8.625% | | 550 | | | (5) | | | 545 | | | 544 | | 2025 Unsecured Notes | 2025 | | 8.625% | | 550 | | | (5) | | | 545 | | | 544 | |
| 2026 Unsecured Euro Notes | 2026 Unsecured Euro Notes | 2026 | | 5.500% | | — | | | — | | | — | | | 280 | | 2026 Unsecured Euro Notes | 2026 | | 5.500% | | — | | | — | | | — | | | 280 | |
| 2026 Unsecured Notes | 2026 Unsecured Notes | 2026 | | 8.250% | | — | | | — | | | — | | | 1,090 | | 2026 Unsecured Notes | 2026 | | 8.250% | | — | | | — | | | — | | | 1,090 | |
| 2028 Unsecured Notes | 2028 Unsecured Notes | 2028 | | 7.000% | | 700 | | | (8) | | | 692 | | | 692 | | 2028 Unsecured Notes | 2028 | | 7.000% | | 700 | | | (7) | | | 693 | | | 692 | |
| 2029 Unsecured Notes | 2029 Unsecured Notes | 2029 | | 7.250% | | 500 | | | (6) | | | 494 | | | 494 | | 2029 Unsecured Notes | 2029 | | 7.250% | | 500 | | | (6) | | | 494 | | | 494 | |
| | Other | Other | 2023 | | 4.089% | | 3 | | | — | | | 3 | | | 4 | | Other | 2023 | | — | | 2 | | | — | | | 2 | | | 4 | |
| Total long-term debt outstanding | Total long-term debt outstanding | | | | | $ | 3,953 | | | $ | (51) | | | $ | 3,902 | | | $ | 8,690 | | Total long-term debt outstanding | | | | | $ | 3,947 | | | $ | (49) | | | $ | 3,898 | | | $ | 8,690 | |
| Less: current portion of long-term debt | Less: current portion of long-term debt | | | | | | (24) | | | (44) | | Less: current portion of long-term debt | | | | | | (24) | | | (44) | |
| Long-term debt, excluding current portion | Long-term debt, excluding current portion | | $ | 3,878 | | | $ | 8,646 | | Long-term debt, excluding current portion | | $ | 3,874 | | | $ | 8,646 | |
Fair value of debt(1) | Fair value of debt(1) | | $ | 3,742 | | | | | | Fair value of debt(1) | | $ | 3,813 | | | | | |
| | | (1) Fair value of our fixed rate and variable interest rate debt is classified within Level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities. | (1) Fair value of our fixed rate and variable interest rate debt is classified within Level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities. | (1) Fair value of our fixed rate and variable interest rate debt is classified within Level 2 in the fair value hierarchy and has been calculated based on the quoted market prices of our securities. |
April 2022 Refinancing
On April 14, 2022, we completed a series of refinancing transactions, which, combined with other principal payments on the SGI Term Loan B-5 and SGI Revolver in April 2022, reduced the outstanding face value of our debt by $4,957 million, from $8,910 million as of March 31, 2022 to $3,953 million immediately after the completion of these transactions.
As a part of these transactions, we entered into the new credit agreements, which contains the following debt facilities:
•$2,200 million new term loan facility maturing in April 2029. The new term loan facility will bearbears interest at either (i) Adjusted Term SOFR Rate (as defined in the credit agreement) plus 3.00% per annum or (ii) a base rate plus 2.00% per annum. The new term loan facility amortizes in quarterly installments in aggregate amounts of equal to 1.00% of the original principal amount per year; and
•$750 million revolving credit facility maturing in April 2027. The new revolving credit facility will bearbears interest at either (i) Adjusted Term SOFR Rate (or an alternative benchmark rate for non-US dollar borrowings) plus 2.00% per annum or (ii) a base rate plus 1.00% per annum, with one 0.25% per annum step-up and one 0.25% per annum step-down based on SGI’s first lien net leverage ratio at the end of future fiscal quarters.
With the issuance of the new term loan facility and using the proceeds from the divestiture of the Lottery Business (see Note 1), we retired and redeemed the following outstanding debt and paid accrued and unpaid interest thereon plus related premiums, fees and expenses:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Debt instrument | | Interest rate | | Maturity | | Face value as of March 31, 2022 | | Paid interest | | Premium, other fees and expenses |
SGI Term Loan B-5(1) | | variable | | 2024 | | $ | 4,008 | | | $ | 5 | | | $ | 33 | |
| Senior Secured Notes | | 5.000% | | 2025 | | 1,250 | | | 31 | | | 31 | |
| Senior Secured Euro Notes | | 3.375% | | 2026 | | 361 | | | 2 | | | 6 | |
| Senior Unsecured Euro Notes | | 5.500% | | 2026 | | 278 | | | 3 | | | 8 | |
| Senior Unsecured Notes | | 8.250% | | 2026 | | 1,100 | | | 7 | | | 45 | |
| Total | | | | | | $ | 6,997 | | | $ | 48 | | | $ | 123 | |
| | | | | | | | | | |
| (1) Premium, other fees and expenses include fees associated with SGI Term Loan B. |
The new credit facilities are subject to customary affirmative covenants and negative covenants as well as a financial covenant. The financial covenant is solely for the benefit of the new revolving facility, is tested at the end of each fiscal quarter if the outstanding borrowings (excluding up to $5 million of undrawn letters of credit and any cash collateralized letters of credit) under the new revolving facility exceed 30% of the commitments under the new revolving facility, and requires that the Company not be in excess of a maximum consolidated net first lien leverage ratio of 4.50:1.00.
We were in compliance with the financial covenants under all debt agreements as of JuneSeptember 30, 2022 (for information regarding our financial covenants of all debt agreements, see Note 15 in our 2021 10-K).
Loss on Debt Refinancing Transactions
The following are components of the loss on debt financing transactions resulting from debt extinguishment and modification accounting for the three and sixnine months ended JuneSeptember 30, 2022. No such transactions occurred during the three and six months ended JuneSeptember 30, 2022, or the three and nine months ended September 30, 2021.
| | | | | | | |
| Three and SixNine Months Ended
JuneSeptember 30, 2022 | | |
| Repayment of principal balance at premium | $ | 90 | | | |
| Unamortized debt (premium) discount and deferred financing costs, net | 57 | | | |
| | | |
| Total loss on debt refinancing transactions | $ | 147 | | | |
For additional information regarding the terms of our credit facilities, Secured Notes and Unsecured Notes, which were unaffected by the April 2022 Refinancing transactions, see Note 15 in our 2021 10-K.
(12) Fair Value Measurements
The fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate. We believe the fair value of our financial instruments, which are principally cash and cash equivalents, restricted cash, receivables, other current assets, accounts payable and accrued liabilities, approximates their recorded values. Our assets and liabilities measured at fair value on a recurring basis are described below.
Derivative Financial Instruments
As of and for the sixnine months ended JuneSeptember 30, 2022, we held the following derivative instruments that were accounted for pursuant to ASC 815:
Interest Rate Swap Contracts
We used interest rate swap contracts as described below to mitigate gains or losses associated with the change in expected cash flows due to fluctuations in interest rates on our variable rate debt.
In February 2018, we entered into interest rate swap contracts to hedge a portion of our interest expense associated with our variable rate debt to effectively fix the interest rate that we pay. These interest rate swap contracts were designated as cash flow hedges under ASC 815. We paid interest at a weighted-average fixed rate of 2.4418% and received interest at a variable rate equal to one-month LIBOR. The total notional amount of interest rate swaps was $800 million. These hedges matured in February 2022.
In April 2022, we entered into new interest rate swap contracts to hedge a portion of our interest expense associated with our new variable rate debt to effectively fix the interest rate that we pay. These interest rate swap contracts were designated as cash flow hedges under ASC 815. We pay interest at a weighted-average fixed rate of 2.8320% and receive interest at a variable rate equal to one-month CMEChicago Mercantile Exchange Term SOFR. The total notional amount of interest rate swaps was $700 million as of JuneSeptember 30, 2022. These hedges mature in April 2027.
All gains and losses from these hedges were recorded in Other comprehensive income (loss) until the future underlying payment transactions occur. Any realized gains or losses resulting from the hedges were recognized (together with the hedged transaction) as Interest expense. We estimated the fair value of our interest rate swap contracts by discounting the future cash flows of both the fixed rate and variable rate interest payments based on market yield curves. The inputs used to measure the fair value of our interest rate swap contracts were categorized as Level 2 in the fair value hierarchy as established by ASC 820.
The following table shows the Gain (loss) and Interest expense recognized on our interest rate swap contracts:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Gain recorded in accumulated other comprehensive loss, net of tax | Gain recorded in accumulated other comprehensive loss, net of tax | $ | 2 | | | $ | 4 | | | $ | 5 | | | $ | 9 | | Gain recorded in accumulated other comprehensive loss, net of tax | $ | 24 | | | $ | 5 | | | $ | 29 | | | $ | 14 | |
| Interest expense recorded related to interest rate swap contracts | Interest expense recorded related to interest rate swap contracts | 3 | | | 4 | | | 6 | | | 9 | | Interest expense recorded related to interest rate swap contracts | 2 | | | 5 | | | 8 | | | 14 | |
|
We do not expect to reclassify material amounts from Accumulated other comprehensive loss to interest expense in the next twelve months.
The following table shows the effect of interest rate swap contracts designated as cash flow hedges on interest expense in the consolidated statements of operations:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| | Interest expense | | Interest expense | |
| Total interest expense which reflects the effects of cash flow hedges | Total interest expense which reflects the effects of cash flow hedges | $ | (70) | | | $ | (119) | | | $ | (186) | | | $ | (240) | | Total interest expense which reflects the effects of cash flow hedges | $ | (68) | | | $ | (120) | | | $ | (254) | | | $ | (360) | |
| Hedged item | Hedged item | (4) | | | (4) | | | (7) | | | (9) | | Hedged item | (5) | | | (5) | | | (12) | | | (14) | |
| Derivative designated as hedging instrument | Derivative designated as hedging instrument | 1 | | | — | | | 1 | | | — | | Derivative designated as hedging instrument | 3 | | | — | | | 4 | | | — | |
Cross-Currency Interest Rate Swaps
We entered into certain cross-currency interest rate swap agreements to achieve more beneficial interest rates by effectively converting $460 million of our fixed-rate U.S. Dollar-denominated 2025 Secured Notes including the semi-annual interest payments through October 2023, to fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%.variable rates. We had previously designated these cross-currency interest rate swap agreements as a net investment hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in order to reduce the volatility in our operating results caused by the changes in foreign currency exchange rates of the Euro relative to the U.S. Dollar.
Weand used the spot method to measure the effectiveness of our net investment hedge. Under this method, for each reporting period,As a result, the change in the fair value of the $460 million cross-currency interest rate swaps was reported in Foreign currency translation gain (loss) in Accumulated other comprehensive loss. The cross-currency basis spread (along with other components of the cross-currency swap’s fair value excluded from the spot method effectiveness assessment) were amortized and recorded to Interest expense. We evaluated the effectiveness of our net investment hedge at the beginning of each quarter.
In April 2022 andloss until their settlement as a resultpart of the April 2022 Refinancing, in which we settled our cross-currency interest rate swaps and receivedthese for approximately $50 million in cash proceeds.
The following table shows the fair value of our hedges:
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| | | As of |
| Balance Sheet Line Item | | JuneSeptember 30, 2022 | | December 31, 2021 |
Interest rate swaps(1)(2) | OtherAccrued liabilities | | $ | — | | | $ | 3 | |
Interest rate swaps(1)(3)(4) | Other assets | | 132 | | | — | |
Cross-currency interest rate swaps(1)(4)(5) | Other assets | | — | | | 42 | |
|
| (1) The inputs used to measure the fair value of our interest rate swap contracts were categorized as Level 2 in the fair value hierarchy. |
| (2) Contracts matured in February 2022. |
| (3) Contracts mature in April 2027. |
(4) Gains of $—$31 million and $4$32 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, are reflected in Derivative financial instrument unrealized gain (loss) in Other comprehensive income (loss). |
(5) Gain of $4 million for the nine months ended September 30, 2022, and lossgains of $8$12 million and gain of $13$25 million for the three and sixnine months ended JuneSeptember 30, 2021, respectively, are reflected in Foreign currency translation gain (loss) in Other comprehensive income (loss). |
Net Investment Non-derivative Hedge — 2026 Secured Euro Notes
As a result of the April 2022 Refinancing described above, we redeemed all of 2026 Secured Euro Notes and no longer have a designated net investment hedge.
Contingent Acquisition Consideration Liabilities
In connection with our acquisitions, we have recorded certain contingent consideration liabilities (including redeemable non-controlling interest), of which the values are primarily based on reaching certain earnings-based metrics. The related liabilities were recorded at fair value on their respective acquisition dates as a part of the consideration transferred and are remeasured each reporting period (other than for redeemable non-controlling interest, which is measured based on its redemption value). The inputs used to measure the fair value of our liabilities are categorized as Level 3 in the fair value hierarchy.
The table below reconciles the change in the contingent acquisition consideration liabilities (including deferred purchase price) for the period from December 31, 2021 to JuneSeptember 30, 2022.
| | | Total | | Included in Accrued Liabilities | | Included in Other Long-Term Liabilities | | Total | | Included in Accrued Liabilities | | Included in Other Long-Term Liabilities |
| Balance as of December 31, 2021 | Balance as of December 31, 2021 | $ | 51 | | | $ | 3 | | | $ | 48 | | Balance as of December 31, 2021 | $ | 51 | | | $ | 3 | | | $ | 48 | |
| Additions | Additions | 27 | | | Additions | 27 | | |
| Payments | Payments | (3) | | | Payments | (3) | | |
Fair value adjustments(1) | Fair value adjustments(1) | 12 | | | Fair value adjustments(1) | 12 | | |
| Balance as of June 30, 2022 | $ | 87 | | | $ | 37 | | | $ | 50 | | |
| Balance as of September 30, 2022 | | Balance as of September 30, 2022 | $ | 87 | | | $ | 37 | | | $ | 50 | |
| | (1) Amount included in Restructuring and other (see Note 5). | (1) Amount included in Restructuring and other (see Note 5). | (1) Amount included in Restructuring and other (see Note 5). |
Marketable Securities
As part of our divestiture of the Sports Betting Business, we received approximately 2.3 million shares of Class A common stock of Endeavor Group Holdings, Inc., with a fair value of $46 million. The inputs used to measure the fair value of these shares were categorized as Level 1 in the fair value hierarchy, as quoted prices in an active market were available at the measurement date.
(13) Stockholders’ Equity (Deficit)
Changes in Stockholders’ Equity (Deficit)
The following tables present certain information regarding our stockholders’ equity (deficit) as of JuneSeptember 30, 2022 and 2021:
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| Six Months Ended June 30, 2022 |
| Common Stock | | Additional Paid in Capital | | Retained Earnings (Accumulated Loss) | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| January 1, 2022 | $ | 1 | | | $ | 1,337 | | | $ | (3,158) | | | $ | (175) | | | $ | (261) | | | $ | 150 | | | $ | (2,106) | |
| Settlement of liability awards and other, net | — | | | 43 | | | — | | | — | | | — | | | — | | | 43 | |
| Vesting of RSUs, net of tax withholdings | — | | | (31) | | | — | | | — | | | — | | | — | | | (31) | |
| Purchase of treasury stock | — | | | — | | | — | | | (51) | | | — | | | — | | | (51) | |
| Stock-based compensation | — | | | 17 | | | — | | | — | | | — | | | — | | | 17 | |
| Net income | — | | | — | | | 26 | | | — | | | — | | | 2 | | | 28 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (37) | | | — | | | (37) | |
| March 31, 2022 | $ | 1 | | | $ | 1,366 | | | $ | (3,132) | | | $ | (226) | | | $ | (298) | | | $ | 152 | | | $ | (2,137) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Purchase of treasury stock | — | | | — | | | — | | | (152) | | | — | | | — | | | (152) | |
| Purchase of SciPlay’s common stock | — | | | (6) | | | — | | | — | | | — | | | (1) | | | (7) | |
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| Stock-based compensation | — | | | 15 | | | — | | | — | | | — | | | — | | | 15 | |
| Net income | — | | | — | | | 3,291 | | | — | | | — | | | 4 | | | 3,295 | |
Other comprehensive loss(1) | — | | | — | | | — | | | — | | | (48) | | | — | | | (48) | |
| June 30, 2022 | $ | 1 | | | $ | 1,375 | | | $ | 159 | | | $ | (378) | | | $ | (346) | | | $ | 155 | | | $ | 966 | |
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(1) Includes reclassification of $23 million accumulated other comprehensive loss into income due to the sale of Lottery Business (see Note 2). |
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| Six Months Ended June 30, 2021 |
| | Common Stock | | Additional Paid in Capital | | Accumulated Loss | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| January 1, 2021 | $ | 1 | | | $ | 1,268 | | | $ | (3,529) | | | $ | (175) | | | $ | (218) | | | $ | 129 | | | $ | (2,524) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (13) | | | — | | | — | | | — | | | — | | | (13) | |
| Stock-based compensation | — | | | 17 | | | — | | | — | | | — | | | — | | | 17 | |
| Net (loss) income | — | | | — | | | (15) | | | — | | | — | | | 6 | | | (9) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 8 | | | — | | | 8 | |
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| March 31, 2021 | $ | 1 | | | $ | 1,272 | | | $ | (3,544) | | | $ | (175) | | | $ | (210) | | | $ | 135 | | | $ | (2,521) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (4) | | | — | | | — | | | — | | | — | | | (4) | |
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| Stock-based compensation | — | | | 31 | | | — | | | — | | | — | | | — | | | 31 | |
| Net income | — | | | — | | | 109 | | | — | | | — | | | 4 | | | 113 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 11 | | | — | | | 11 | |
| June 30, 2021 | $ | 1 | | | $ | 1,299 | | | $ | (3,435) | | | $ | (175) | | | $ | (199) | | | $ | 139 | | | $ | (2,370) | |
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| Nine Months Ended September 30, 2022 |
| Common Stock | | Additional Paid in Capital | | Retained Earnings (Accumulated Loss) | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| January 1, 2022 | $ | 1 | | | $ | 1,337 | | | $ | (3,158) | | | $ | (175) | | | $ | (261) | | | $ | 150 | | | $ | (2,106) | |
| Settlement of liability awards and other, net | — | | | 43 | | | — | | | — | | | — | | | — | | | 43 | |
| Vesting of RSUs, net of tax withholdings | — | | | (31) | | | — | | | — | | | — | | | — | | | (31) | |
| Purchase of treasury stock | — | | | — | | | — | | | (51) | | | — | | | — | | | (51) | |
| Stock-based compensation | — | | | 17 | | | — | | | — | | | — | | | — | | | 17 | |
| Net income | — | | | — | | | 26 | | | — | | | — | | | 2 | | | 28 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (37) | | | — | | | (37) | |
| March 31, 2022 | $ | 1 | | | $ | 1,366 | | | $ | (3,132) | | | $ | (226) | | | $ | (298) | | | $ | 152 | | | $ | (2,137) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Purchase of treasury stock | — | | | — | | | — | | | (152) | | | — | | | — | | | (152) | |
| Purchase of SciPlay common stock | — | | | (6) | | | — | | | — | | | — | | | (1) | | | (7) | |
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| Stock-based compensation | — | | | 15 | | | — | | | — | | | — | | | — | | | 15 | |
| Net income | — | | | — | | | 3,291 | | | — | | | — | | | 4 | | | 3,295 | |
Other comprehensive loss(1) | — | | | — | | | — | | | — | | | (48) | | | — | | | (48) | |
| June 30, 2022 | $ | 1 | | | $ | 1,375 | | | $ | 159 | | | $ | (378) | | | $ | (346) | | | $ | 155 | | | $ | 966 | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (3) | | | — | | | — | | | — | | | — | | | (3) | |
| Purchase of SciPlay common stock | — | | | (10) | | | — | | | — | | | — | | | (1) | | | (11) | |
| Stock-based compensation | — | | | 14 | | | — | | | — | | | — | | | — | | | 14 | |
| Net income | — | | | — | | | 328 | | | — | | | — | | | 7 | | | 335 | |
Other comprehensive loss(1) | — | | | — | | | — | | | — | | | (69) | | | — | | | (69) | |
| September 30, 2022 | $ | 1 | | | $ | 1,376 | | | $ | 487 | | | $ | (378) | | | $ | (415) | | | $ | 161 | | | $ | 1,232 | |
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| (1) Includes reclassifications of $51 million and $74 million for the three and nine months ended September 30, 2022, respectively, from accumulated other comprehensive loss into income due to the sales of discontinued operations (see Note 2). |
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| Nine Months Ended September 30, 2021 |
| | Common Stock | | Additional Paid in Capital | | Accumulated Loss | | Treasury Stock | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| January 1, 2021 | $ | 1 | | | $ | 1,268 | | | $ | (3,529) | | | $ | (175) | | | $ | (218) | | | $ | 129 | | | $ | (2,524) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (13) | | | — | | | — | | | — | | | — | | | (13) | |
| Stock-based compensation | — | | | 17 | | | — | | | — | | | — | | | — | | | 17 | |
| Net (loss) income | — | | | — | | | (15) | | | — | | | — | | | 6 | | | (9) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 8 | | | — | | | 8 | |
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| March 31, 2021 | $ | 1 | | | $ | 1,272 | | | $ | (3,544) | | | $ | (175) | | | $ | (210) | | | $ | 135 | | | $ | (2,521) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (4) | | | — | | | — | | | — | | | — | | | (4) | |
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| Stock-based compensation | — | | | 31 | | | — | | | — | | | — | | | — | | | 31 | |
| Net income | — | | | — | | | 109 | | | — | | | — | | | 4 | | | 113 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 11 | | | — | | | 11 | |
| June 30, 2021 | $ | 1 | | | $ | 1,299 | | | $ | (3,435) | | | $ | (175) | | | $ | (199) | | | $ | 139 | | | $ | (2,370) | |
| Vesting of RSUs, net of tax withholdings and other | — | | | (3) | | | — | | | — | | | — | | | — | | | (3) | |
| Stock-based compensation | — | | | 22 | | | — | | | — | | | — | | | — | | | 22 | |
| Net income | — | | | — | | | 182 | | | — | | | — | | | 5 | | | 187 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (27) | | | — | | | (27) | |
| September 30, 2021 | $ | 1 | | | $ | 1,318 | | | $ | (3,253) | | | $ | (175) | | | $ | (226) | | | $ | 144 | | | $ | (2,191) | |
Stock Based Compensation
The following reflects total stock-based compensation expense recognized under all programs in our continuing operations:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Related to L&W stock options | Related to L&W stock options | $ | 1 | | | $ | 16 | | | $ | 1 | | | $ | 22 | | Related to L&W stock options | $ | — | | | $ | 3 | | | $ | 1 | | | $ | 25 | |
| Related to L&W RSUs | Related to L&W RSUs | 15 | | | 17 | | | 27 | | | 28 | | Related to L&W RSUs | 12 | | | 23 | | | 39 | | | 51 | |
| Related to SciPlay RSUs | Related to SciPlay RSUs | 1 | | | 3 | | | 4 | | | 5 | | Related to SciPlay RSUs | 3 | | | — | | | 7 | | | 5 | |
| Total | Total | $ | 17 | | | $ | 36 | | | $ | 32 | | | $ | 55 | | Total | $ | 15 | | | $ | 26 | | | $ | 47 | | | $ | 81 | |
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Restricted Stock Units
A summary of the changes in RSUs outstanding under our equity-based compensation plans during the threenine months ended JuneSeptember 30, 2022 is presented below:
| | | Number of Restricted Stock Units | | Weighted Average Grant Date Fair Value | | Number of Restricted Stock Units | | Weighted Average Grant Date Fair Value |
| Unvested RSUs as of December 31, 2021 | Unvested RSUs as of December 31, 2021 | 2.7 | | | $ | 32.03 | | Unvested RSUs as of December 31, 2021 | 2.7 | | | $ | 32.03 | |
| Granted | Granted | 1.5 | | | $ | 58.30 | | Granted | 1.7 | | | $ | 57.26 | |
| Vested | Vested | (1.7) | | | $ | 38.08 | | Vested | (1.9) | | | $ | 38.75 | |
| Cancelled | Cancelled | (0.3) | | | $ | 33.87 | | Cancelled | (0.7) | | | $ | 37.75 | |
| Unvested RSUs as of June 30, 2022 | 2.2 | | | $ | 45.17 | | |
| Unvested RSUs as of September 30, 2022 | | Unvested RSUs as of September 30, 2022 | 1.8 | | | $ | 46.50 | |
The weighted-average grant date fair value of RSUs granted during the sixnine months ended JuneSeptember 30, 2022 and 2021 was $58.30$57.26 and $53.37,$55.01, respectively. The fair value of each RSU grant is based on the market value of our common stock at the time of grant. As of JuneSeptember 30, 2022, we had $73$54 million in total unrecognized stock-based compensation expense
relating to unvested RSUs that will be amortized over a weighted-average period of approximately two years, of which $5 million related to employees of discontinued operations.years. The fair value at vesting date of RSUs vested during the sixnine months ended JuneSeptember 30, 2022 and 2021 was $62.4$71.6 million and $42.4$74.1 million, respectively.
Share Repurchase Programs
As described in Note 17 within our 2021 10-K and in our Current Report on Form 8-K filed with the SEC on March 1, 2022, our Board of Directors approved a share repurchase program under which the Company is authorized to repurchase, from time to time through February 25, 2025, up to an aggregate amount of $750 million of our outstanding common stock over a three-year period.stock. During the sixnine months ended JuneSeptember 30, 2022, we repurchased 3.7 million shares of common stock under the program at an aggregate cost of $203 million and an average of $55.39 per share. Subsequent to September 30, 2022 and through November 4, 2022, we purchased an additional 0.7 million shares of common stock at an aggregate cost of $38 million.
On May 9, 2022, SciPlay’s Board of Directors approved a share repurchase program under which it is authorized to repurchase, from time to time through May 9, 2024, up to an aggregate amount of $60 million of its outstanding Class A common stock. During the sixnine months ended JuneSeptember 30, 2022, SciPlay repurchased 0.51.4 million shares of Class A common stock under the program at an aggregate cost of $7$18 million and an average of $13.76$13.13 per share. Subsequent to September 30, 2022 and through November 4, 2022, SciPlay purchased an additional 0.7 million shares of common stock at an aggregate cost of $10 million.
(14) Income Taxes
We consider new evidence (both positive and negative) at each reporting date that could affect our view of the future realization of deferred tax assets. We evaluate information such as historical financial results, historical taxable income, projected future taxable income, expected timing of the reversals of existing temporary differences and available prudent and feasible tax planning strategies in our analysis. Based on the available evidence, valuation allowances in certain U.S. and non-U.S. jurisdictions remain consistent as of JuneSeptember 30, 2022.
Our income tax expense (including discrete items) was $1$4 million and $4$8 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, and $6income tax benefit was $172 million and $9$164 million for the three and sixnine months ended JuneSeptember 30, 2021, respectively. In 2022, our effective tax rate differs from the U.S. statutory rate of 21% primarily as a result of not benefiting year to date losses in continuing operations in accordance with the intra-period tax expense/benefit allocation rules as generally prescribed under ASC 740-20. In all periods, we recorded tax expense relative to pre-tax earnings in jurisdictions without valuation allowances, including our 19% noncontrolling interest in SciPlay.
The divestiture of the Lottery Business isDivestitures are estimated to generate approximately $665$685 million of net cash taxes, after considering the utilizationusage of tax attributes. Of this amount, $465 million was paid in the three months ended September 30, 2022 with the remainder expected to be paid in December 2022 and April 2023.
(15) Leases
Our total operating lease expense for the three and sixnine months ended JuneSeptember 30, 2022 was $4$6 million and $10$16 million, respectively, and $5$6 million and $11$16 million for the three and sixnine months ended JuneSeptember 30, 2021, respectively. The total amount of variable and short-term lease payments was immaterial for all periods presented.
Supplemental balance sheet and cash flow information related to operating leases is as follows:
| | | As of | | | As of | |
| | June 30, 2022 | | December 31, 2021 | | | September 30, 2022 | | December 31, 2021 | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | 51 | | | $ | 51 | | | Operating lease right-of-use assets | $ | 51 | | | $ | 51 | | |
| Accrued liabilities | Accrued liabilities | 16 | | | 16 | | | Accrued liabilities | 17 | | | 16 | | |
| Operating lease liabilities | Operating lease liabilities | 40 | | | 40 | | | Operating lease liabilities | 39 | | | 40 | | |
| Total operating lease liabilities | Total operating lease liabilities | $ | 56 | | | $ | 56 | | | Total operating lease liabilities | $ | 56 | | | $ | 56 | | |
| | Weighted average remaining lease term, units in years | Weighted average remaining lease term, units in years | 4 | | 4 | | Weighted average remaining lease term, units in years | 4 | | 4 | |
| Weighted average discount rate | Weighted average discount rate | 5 | % | | 5 | % | | Weighted average discount rate | 5 | % | | 5 | % | |
| | | | Six Months Ended June 30, | | | Nine Months Ended September 30, | |
| | 2022 | | 2021 | | | 2022 | | 2021 | |
| Cash paid for amounts included in the measurement of lease liabilities: | Cash paid for amounts included in the measurement of lease liabilities: | | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | |
| Operating cash flows for operating leases | Operating cash flows for operating leases | $ | 11 | | | $ | 9 | | | Operating cash flows for operating leases | $ | 15 | | | $ | 15 | | |
| Right-of-use assets obtained in exchange for new lease liabilities: | Right-of-use assets obtained in exchange for new lease liabilities: | | | Right-of-use assets obtained in exchange for new lease liabilities: | | |
| Operating leases | Operating leases | $ | 12 | | | $ | 2 | | | Operating leases | $ | 17 | | | $ | 6 | | |
Lease liability maturities:
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| Remainder of 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | Thereafter | | Less Imputed Interest | | Total |
| Operating leases | $ | 9 | | | $ | 17 | | | $ | 14 | | | $ | 11 | | | $ | 7 | | | $ | 3 | | | $ | (5) | | | $ | 56 | |
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| Remainder of 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | Thereafter | | Less Imputed Interest | | Total |
| Operating leases | $ | 5 | | | $ | 18 | | | $ | 15 | | | $ | 11 | | | $ | 8 | | | $ | 5 | | | $ | (6) | | | $ | 56 | |
As of JuneSeptember 30, 2022, we did not have material additional operating leases that have not yet commenced.
(16) Litigation
We are involved in various legal proceedings, which are described in Note 20 within our 2021 10-K. There have been no material changes to these matters since the 2021 10-K was filed with the SEC on March 1, 2022, except as described below.
We record an accrual for legal contingencies when it is both probable that a liability has been incurred and the amount or range of the loss can be reasonably estimated (although, as discussed below, there may be an exposure to loss in excess of the accrued liability). We evaluate our accruals for legal contingencies at least quarterly and, as appropriate, establish new accruals or adjust existing accruals to reflect (1) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings and other relevant events and developments, (2) the advice and analyses of counsel and (3) the assumptions and judgment of management. Legal costs associated with our legal proceedings are expensed as incurred. We had accrued liabilities of $3 million and $27 million for all of our legal matters that were contingencies both as of JuneSeptember 30, 2022 and December 31, 2021.2021, respectively.
Substantially all of our legal contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss involves a series of complex judgments about future events. Consequently, the ultimate outcomes of our legal contingencies could result in losses in excess of amounts we have accrued. We may be unable to estimate a range of possible losses for some matters pending against us or our subsidiaries, even when the amount of damages claimed against us or our subsidiaries is stated because, among other things: (1) the claimed amount may be exaggerated or unsupported; (2) the claim may be based on a novel legal theory or involve a large number of parties; (3) there may be uncertainty as to the likelihood of a class being certified or the ultimate size of the class; (4) there may be uncertainty as to the outcome of pending appeals or motions; (5) the matter may not have progressed sufficiently through discovery or there
may be significant factual or legal issues to be resolved or developed; and/or (6) there may be uncertainty as to the enforceability of legal judgments and outcomes in certain jurisdictions. Other matters have progressed sufficiently that we are able to estimate a range of possible loss. For those legal contingencies disclosed in Note 20 in our 2021 10-K and this Note 16herein as well as those related to the previously disclosed settlement agreement entered into in February 2015 with SNAI S.p.a., as to which a loss is reasonably possible, whether in excess of a related accrued liability or where there is no accrued liability, and for which we are able to estimate a range of possible loss, the current estimated range is up to approximately $13$12 million in excess of the accrued liabilities (if any) related to those legal contingencies. This aggregate range represents management’s estimate of additional possible loss in excess of the accrued liabilities (if any) with respect to these matters based on currently available information, including any damages claimed by the plaintiffs, and is subject to significant judgment and a variety of assumptions and inherent
uncertainties. For example, at the time of making an estimate, management may have only preliminary, incomplete, or inaccurate information about the facts underlying a claim; its assumptions about the future rulings of the court or other tribunal on significant issues, or the behavior and incentives of adverse parties, regulators, indemnitors or co‑defendants, may prove to be wrong; and the outcomes it is attempting to predict are often not amenable to the use of statistical or other quantitative analytical tools. In addition, from time to time an outcome may occur that management had not accounted for in its estimate because it had considered that outcome to be remote. Furthermore, as noted above, the aggregate range does not include any matters for which we are not able to estimate a range of possible loss. Accordingly, the estimated aggregate range of possible loss does not represent our maximum loss exposure. Any such losses could have a material adverse impact on our results of operations, cash flows or financial condition. The legal proceedings underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.
Colombia litigation
Our subsidiary, SGI, owned a minority interest in Wintech de Colombia S.A., or Wintech (now liquidated), which formerly operated the Colombian national lottery under a contract with Empresa Colombiana de Recursos para la Salud, S.A. (together with its successors, “Ecosalud”), an agency of the Colombian government. The contract provided for a penalty against Wintech, SGI and the other shareholders of Wintech of up to $5.0 million if certain levels of lottery sales were not achieved. In addition, SGI delivered to Ecosalud a $4.0 million surety bond as a further guarantee of performance under the contract. Wintech started the instant lottery in Colombia but, due to difficulties beyond its control, including, among other factors, social and political unrest in Colombia, frequently interrupted telephone service and power outages, and competition from another lottery being operated in a province of Colombia that we believe was in violation of Wintech’s exclusive license from Ecosalud, the projected sales level was not met for the year ended June 30, 1993.
In 1993, Ecosalud issued a resolution declaring that the contract was in default. In 1994, Ecosalud issued a liquidation resolution asserting claims for compensation and damages against Wintech, SGI and other shareholders of Wintech for, among other things, realization of the full amount of the penalty, plus interest, and the amount of the bond. SGI filed separate actions opposing each resolution with the Tribunal Contencioso of Cundinamarca in Colombia (the “Tribunal”), which upheld both resolutions. SGI appealed each decision to the Council of State. In May 2012, the Council of State upheld the contract default resolution, which decision was notified to us in August 2012. In October 2013, the Council of State upheld the liquidation resolution, which decision was notified to us in December 2013.
In July 1996, Ecosalud filed a lawsuit against SGI in the U.S. District Court for the Northern District of Georgia asserting many of the same claims asserted in the Colombia proceedings, including breach of contract, and seeking damages. In March 1997, the District Court dismissed Ecosalud’s claims. Ecosalud appealed the decision to the U.S. Court of Appeals for the Eleventh Circuit. The Court of Appeals affirmed the District Court’s decision in 1998.
In June 1999, Ecosalud filed a collection proceeding against SGI to enforce the liquidation resolution and recover the claimed damages. In May 2013, the Tribunal denied SGI’s merit defenses to the collection proceeding and issued an order of payment of approximately 90 billion Colombian pesos, or approximately $30.2 million, plus default interest (potentially accrued since 1994 at a 12% statutory interest rate). SGI filed an appeal to the Council of State, and on December 10, 2020, the Council of State issued a ruling affirming the Tribunal’s decision. On December 16, 2020, SGI filed a motion for clarification of the Council of State’s ruling, which was denied on April 15, 2021. On April 22, 2021, SGI filed a motion for reconsideration relating to that decision, which the Council of State denied on February 21, 2022. On May 24, 2022, the case was transferred from the Council of State to the Tribunal for further proceedings. On August 18, 2022, SGI filed a constitutional challenge to the Council of State’s December 10, 2020 decision with that court, which is pending.
SGI believes it has various defenses, including on the merits, against Ecosalud’s claims. Although we believe these claims will not result in a material adverse effect on our consolidated results of operations, cash flows or financial position, it is not feasible to predict the final outcome, and we cannot assure that these claims will not ultimately be resolved adversely to us or result in material liability.
Washington State Matter
The Washington State matter settlement previously accrued in the amount of $25 million (as described in Note 20 in our 2021 10-K) was fully paid and settled by SciPlay during the third quarter of 2022.
TCS John Huxley Matter
On March 15, 2019, TCS John Huxley America, Inc., TCS John Huxley Europe Ltd., TCS John Huxley Asia Ltd., and Taiwan Fulgent Enterprise Co., Ltd. brought a civil action in the United States District Court for the Northern District of Illinois against L&W, Bally Technologies, Inc. and SG Gaming. In the complaint, the plaintiffs assert federal antitrust claims arising from the defendants’ procurement of particular U.S. and South African patents. The plaintiffs allege that the defendants used
those patents to create an allegedly illegal monopoly in the market for automatic card shufflers sold to regulated casinos in the United States. On April 10, 2019, the defendants filed a motion to dismiss the plaintiffs’ complaint with prejudice. On April 25, 2019, the district court denied the defendants’ motion to dismiss without prejudice pursuant to the court’s local rules, after the plaintiffs advised that they intended to file an amended complaint. The plaintiffs filed their amended complaint on May 3, 2019, and on May 22, 2019, the defendants filed a motion to dismiss the plaintiffs’ amended complaint with prejudice. On March 20, 2020, the district court denied the defendants’ motion to dismiss the plaintiffs’ amended complaint, and defendants filed an answer to Plaintiffs’ amended complaint on June 19, 2020. On June 3, 2020, the trial court granted the defendants’ request to bifurcate proceedings in the case, with discovery to occur first into the statute of limitations and release defenses asserted by the defendants in their motion to dismiss, before proceeding into broader discovery. The trial court set a September 18, 2020, deadline for the parties to complete discovery relating to the statute of limitations and release defenses. On October 28, 2020, the court issued an order extending until January 15, 2021 the deadline for the parties to complete discovery relating to the statute of limitations defense. On February 9, 2021, the defendants filed a motion for summary judgment on their statute of limitations defense, addressing whether plaintiffs had actual knowledge of their claims prior to the start of the limitations period. The district court denied that motion for summary judgment on September 20, 2021. We are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. We believe that the claims in the lawsuit are without merit and intend to vigorously defend against them.
Tonkawa Tribe Matter
On September 3, 2020, the Tonkawa Tribe of Indians of Oklahoma d/b/a Tonkawa Enterprises filed a putative class action complaint in the United States District Court for the District of Nevada against SGC,L&W, Bally Technologies, Inc. and SG Gaming, f/k/a Bally Gaming, Inc. On October 5, 2020, the plaintiff filed a first amended complaint to add Cow Creek Band of Umpqua Tribe of Indians and the Umpqua Indian Development Corp., d/b/a Seven Feathers Casino as a plaintiff. On October 26, 2020, the plaintiffs filed a second amended complaint. In the complaint, the plaintiffs assert federal antitrust claims arising from the defendants’ procurement of particular U.S. patents. The plaintiffs allege that the defendants used those patents to create an allegedly illegal monopoly in the market for card shufflers sold or leased to regulated casinos in the United States. The plaintiffs seek to represent a putative class of all regulated United States casinos directly leasing or purchasing card shufflers from the defendants on or after April 1, 2009. The complaint seeks unspecified money damages, the award of plaintiff’s costs of suit, including reasonable attorneys’ fees and expert fees, and the award of pre-judgment and post-judgment interest. On November 19, 2020, the defendants filed a motion to dismiss plaintiffs’ second amended complaint or, in the alternative, to compel arbitration of plaintiffs’ claims. On November 20, 2020, Plaintiffs filed a motion for partial summary judgment, seeking a finding that defendants are collaterally estopped from re-litigating issues litigated in the 2018 litigation versus Shuffle Tech International Corp., Aces Up Gaming, and Poydras-Talrick Holdings. On August 27, 2021, the Nevada district court entered an order transferring the lawsuit to the United States District Court for the Northern District of Illinois. On May 19, 2022, the Illinois district court granted defendants’ motion to compel arbitration of plaintiffs’ individual claims; stayed all proceedings in the lawsuit pending resolution of the arbitral process; and accordingly dismissed all pending motions without prejudice as moot. We are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. We believe that the claims in the lawsuit are without merit, and intend to vigorously defend against them.
Giuliano and Rancho’s Club Casino Matter
On September 4, 2020, Alfred T. Giuliano, as liquidation trustee for RIH Acquisition NJ, LLC d/b/a The Atlantic Club Casino Hotel filed a putative class action complaint in the United States District Court for the Northern District of Illinois against SGC,L&W, Bally Technologies, Inc. and SG Gaming, f/k/a Bally Gaming, Inc. In the complaint, the plaintiffs assert federal antitrust claims arising from the defendants’ procurement of particular U.S. patents. The plaintiffs allege that the defendants used those patents to create an allegedly illegal monopoly in the market for automatic card shufflers sold or leased in the United States. The plaintiffs seek to represent a putative class of all persons and entities that directly purchased or leased automatic card shufflers within the United States from the Defendants, or any predecessor, subsidiary, or affiliate thereof, at any time between April 1, 2009, and the present. The complaint seeks unspecified money damages, which the complaint asks the court to treble, the award of plaintiff’s costs of suit, including attorneys’ fees, and the award of pre-judgment and post-judgment interest. On September 8, 2020, Rancho’s Club Casino, Inc., d/b/a Magnolia House Casino filed a putative class action complaint in the United States District Court for the Northern District of Illinois against SGC,L&W, Bally Technologies, Inc. and SG Gaming, f/k/a Bally Gaming, Inc. In the complaint, the plaintiff asserts federal antitrust claims arising from the defendants’ procurement of particular U.S. patents. The plaintiff alleges that the defendants used those patents to create an allegedly illegal monopoly in the market for automatic card shufflers sold or leased in the United States. The plaintiff seeks to represent a putative class of all persons and entities that directly purchased or leased automatic card shufflers within the United States from the defendants, or any predecessor, subsidiary, or affiliate thereof, at any time between April 1, 2009, and the present. The complaint seeks unspecified money damages, which the complaint asks the court to treble, the award of plaintiff’s costs of suit, including attorneys’ fees, and the award of pre-judgment and post-judgment interest.
On October 29, 2020, the trial court consolidated the Giuliano and Rancho’s Club Casino matters. On October 30, 2020, the plaintiffs in the consolidated action filed a first amended consolidated complaint. On November 9, 2020, the defendants filed a motion to dismiss the plaintiffs’ first amended consolidated complaint, and also filed a motion to compel arbitration of plaintiff Alfred T. Giuliano’s individual claims. On May 19, 2022, the Illinois district court granted defendants’ motion to compel arbitration; stayed all proceedings in the lawsuit pending resolution of the arbitral process; and accordingly dismissed all pending motions without prejudice. On May 31, 2022, defendants filed a motion to lift the stay of the lawsuit for the limited purpose of amending the court’s May 19, 2022 order to confirm that plaintiff Alfred T. Giuliano must proceed to arbitration on an individual basis rather than a class-wide basis. We are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. We believe that the claims in the consolidated lawsuit are without merit, and intend to vigorously defend against them.
Casino Queen Matter
On April 2, 2021, Casino Queen, Inc. and Casino Queen Marquette, Inc. filed a putative class action complaint in the United States District Court for the Northern District of Illinois against SGC,L&W, Bally Technologies, Inc. and SG Gaming, f/k/a Bally Gaming, Inc. In the complaint, the plaintiffs assert federal antitrust claims arising from the defendants’ procurement of particular U.S. patents. The plaintiffs allege that the defendants used those patents to create an allegedly illegal monopoly in the
market for automatic card shufflers sold or leased in the United States. The plaintiffs seek to represent a putative class of all persons and entities that directly purchased or leased automatic card shufflers within the United States from the defendants, or any predecessor, subsidiary, or affiliate thereof, at any time between April 1, 2009, and the present. The complaint seeks unspecified money damages, which the complaint asks the court to treble, the award of plaintiffs’ costs of suit, including attorneys’ fees, and the award of pre-judgment and post-judgment interest. On June 11, 2021, the defendants filed a motion to dismiss plaintiffs’ complaint, which the court denied on May 19, 2022. We are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. We believe that the claims in the lawsuit are without merit, and intend to vigorously defend against them.
Mohawk Gaming Enterprises Matter
On November 9, 2020, Mohawk Gaming Enterprises LLC, d/b/a Akwesasne Mohawk Casino Resort, filed a demand for a putative class arbitration before the American Arbitration Association against SGC,L&W, Bally Technologies, Inc. and SG Gaming, f/k/a Bally Gaming, Inc. (“Respondents”). In the complaint, the claimant asserts federal antitrust claims arising from the respondents’ procurement of particular U.S. patents. The claimant alleges that the respondents used those patents to create an allegedly illegal monopoly in the market for automatic card shufflers sold or leased in the United States. The claimant seeks to represent a putative class of all persons and entities that directly purchased or leased automatic card shufflers within the United States from the respondents, or any predecessor, subsidiary, or affiliate thereof, at any time between April 1, 2009, and the present. The complaint seeks unspecified money damages, which the complaint asks the arbitration panel to treble, and the award of claimant’s costs of suit, including attorneys’ fees. Respondents filed their answering statement on December 9, 2020. On October 29, 2021, the claimant filed a memorandum in support of class arbitration, which Respondents opposed on December 3, 2021. On February 8, 2022, the Arbitrator issued a clause construction award, finding that the arbitration could proceed on behalf of a class or classes. On February 11, 2022, Respondents filed a petition to vacate the award in the New York Supreme Court. The Court denied Respondents’ petition on August 9, 2022, and on August 16, 2022, Respondents appealed to the New York Appellate Division, First Department. On April 15, 2022, Respondents filed a motion to dismiss the claimant’s complaint, which the Arbitrator denied on July 26, 2022. We are currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. We believe that the claims in the arbitration demand are without merit, and intend to vigorously defend against them.
Boorn Matter
On September 15, 2022, plaintiff Hannelore Boorn filed a putative class action against L&W, SciPlay Corporation, and Appchi Media Ltd. in the Fayette Circuit Court of the Commonwealth of Kentucky. In her complaint, plaintiff seeks to represent a putative class of all persons in Kentucky who, within the past five years, purchased and allegedly lost $5.00 or more worth of chips, in a 24-hour period, playing SciPlay’s online social casino games. The complaint asserts claims for alleged violations of Kentucky’s “recovery of gambling losses” statute and for unjust enrichment, and seeks unspecified money damages, the award of reasonable attorneys’ fees and costs, pre- and post-judgment interest, and injunctive and/or other declaratory relief. On October 18, 2022, defendants removed the action to the United States District Court for the Eastern District of Kentucky. On October 26, 2022, the plaintiff filed a notice voluntarily dismissing the lawsuit without prejudice. On October 27, 2022, the district court entered an order dismissing the lawsuit.
For additional information regarding our pending litigation matters, see Note 20 in our 2021 10-K.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to enhance the reader’s understanding of our operations and current business environment from management’s perspective and should be read in conjunction with the description of our business included under Part I, Item 1 “Condensed Consolidated Financial Statements” and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and under Part I, Item 1 “Business,” Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 10-K.
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the disclosures and information contained and referenced under “Forward-Looking Statements” and “Risk Factors” included in this Quarterly Report on Form 10-Q and “Risk Factors” included in our 2021 10-K. As used in this MD&A, the terms “we,” “us,” “our” and the “Company” mean L&W together with its consolidated subsidiaries.
BUSINESS OVERVIEW
We are a leading cross-platform global gamegames company with a focus on content and digital markets. Our portfolio of revenue-generating activities in our continuing operations primarily includes supplying game content and gaming machines, CMSs and table game products and services to licensed gaming entities; providing social casino and other mobile games to retail customers, including casual gaming; and providing a comprehensive suite of digital RMG, distribution platforms, content, products and services to various gaming entities. OurPrior to the Divestitures, our discontinued operations portfolio of revenue-generating activities in the discontinued operations primarily has included providing instant and draw‑based lottery products, lottery systems and lottery content and services to lottery operators along with providing sports wagering solutions to various gaming entities.
As more fully described in Part I, Item 1 “Business” in our 2021 10-K, we are executing on our strategy to become a leading cross-platform global gamegames company with a focus on content and digital markets. We report our results of continuing operations in three business segments—Gaming, SciPlay and iGaming—representing our different products and services. See “Business Segments Results” below and Note 4 for additional business segment information.
Recent Events
•Re-branding - On April 18, 2022, we changed our name to “Light & Wonder, Inc.”
•April 2022 Refinancing - On April 14, 2022, we completed a series of refinancing transactions, which, combined with the principal payments on the SGI Term Loan B-5 and SGI Revolver in April, reduced the outstanding face value of our debt by $4,957 million, from $8,910 million as of March 31, 2022 to $3,953 million immediately after the completion of these transactions. This is a major milestone in transforming and deleveraging our balance sheet (see Note 11 for additional information).
•Lottery Divestiture - During the second quarter of 2022, we completed the divestiture of the Lottery Business and received $5.7 billion of gross cash proceeds.
•Sports Divestiture - On June 30, During the third quarter of 2022, we entered into an amendment tocompleted the agreement to sell ourdivestiture of the Sports Betting Business to Endeavor Group Holdings, Inc. (“Endeavor”), under which we are expected to receiveand received $796 million in gross proceeds, consisting of $750 million in gross cash proceeds and an estimated $50$46 million in fair value of Endeavor Class A common stock based on the volume weighted average price of such stock in the twenty days before the date of the amendment, or total gross proceeds of $800 million. The amendment also increases the speed and certainty of closing by modifying the conditions for closing, including Endeavor’s agreement to waive the closing condition requiring regulatory approval by the Nevada Gaming Control Board. The sale of the Sports Betting Business is expected to be completed in the third quarter of 2022, subject to applicable regulatory approvals and other customary conditions (see Note 1)(approximately 2.3 million shares).
•Share Repurchases - Since the initiation of the program on March 3, 2022 and through June 30,November 4, 2022, we returned $203$241 million of capital to shareholders through the repurchase of 3.74.4 million shares of common stock.
•Acquisitions - In March 2022, SciPlay acquired Alictus, a Turkey-based hyper-casual game studio that expands the SciPlay business in the casual gaming market for approximately $106$109 million cash consideration, net of cash acquired. In April 2022, we acquired Playzido, a dynamic content creation platform provider and game supplier, which is expected to accelerate the pace at which we can partner with game studios and operators to expand our iGaming content offering. In October 2022, we acquired substantially all of the assets of House Advantage, LLC, a leading loyalty and marketing software and technology provider, which will expand our Gaming systems offering with enhanced loyalty capabilities. For additional details regarding these acquisitions, see Note 1.
•Completed Leadership Transition- In October 2022, Matt Wilson was appointed as President and Chief Executive Officer of Light & Wonder, continuing to execute on the Company’s strategic plan.
Impact of COVID-19
While the COVID-19 pandemic had impacted our operating results during the first half of 2021, the operating results substantially recovered during the second half of 2021 due to the lifting of COVID-19 restrictions, such as social distancing and mask mandates. We continue to see fluctuations in infection rates and regulations for various regions along with ongoing domestic and international travel restrictions or warnings, social distancing measures, reduced operating capacity and an overall economic and general uncertainty regarding the magnitude and length of time that these disruptions will continue. Additionally, the COVID-19 pandemic has impacted supply chains in numerous industries, causing shortages of inputs/outputs, which in turn put inflationary pressures on the economy as a whole. Inflationary pressures may have an impact on discretionary income as people allocate more of their disposable income toward higher priced necessity goods and services, which could impact our customers. These circumstances may change in the future and such changes could be material.
Foreign Exchange
Our results are impacted by changes in foreign currency exchange rates used in the translation of foreign functional currencies into USD and the remeasurement of foreign currency transactions or balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. Our exposure to foreign currency volatility on revenue is as follows:
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| ($ in millions) | ($ in millions) | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue | ($ in millions) | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue | | Revenue | | % Consolidated Revenue |
| Foreign Currency: | Foreign Currency: | | | | | | | | | | | | | | | | Foreign Currency: | | | | | | | | | | | | | | | |
| British Pound Sterling | British Pound Sterling | $ | 41 | | | 7 | % | | $ | 71 | | | 12 | % | | $ | 83 | | | 7 | % | | $ | 96 | | | 9 | % | British Pound Sterling | $ | 34 | | | 5 | % | | $ | 40 | | | 7 | % | | $ | 118 | | | 6 | % | | $ | 140 | | | 9 | % |
| Euro | Euro | 50 | | | 8 | % | | 33 | | | 6 | % | | 96 | | | 8 | % | | 59 | | | 6 | % | Euro | 49 | | | 8 | % | | 41 | | | 8 | % | | 145 | | | 8 | % | | 119 | | | 8 | % |
|
CONSOLIDATED RESULTS
| | | Three Months Ended
June 30, | | Variance | | Six Months Ended
June 30, | | Variance | | Three Months Ended
September 30, | | Variance | | Nine Months Ended
September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 |
| 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 |
| 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 |
| Total revenue | Total revenue | $ | 610 | | | $ | 581 | | | $ | 29 | | | 5 | % | | $ | 1,183 | | | $ | 1,034 | | | $ | 149 | | | 14 | % | Total revenue | $ | 648 | | | $ | 539 | | | $ | 109 | | | 20 | % | | $ | 1,830 | | | $ | 1,572 | | | $ | 258 | | | 16 | % |
| Total operating expenses | Total operating expenses | 564 | | | 513 | | | 51 | | | 10 | % | | 1,097 | | | 962 | | | 135 | | | 14 | % | Total operating expenses | 559 | | | 505 | | | 54 | | | 11 | % | | 1,655 | | | 1,466 | | | 189 | | | 13 | % |
| Operating income | Operating income | 46 | | | 68 | | | (22) | | | (32) | % | | 86 | | | 72 | | | 14 | | | (19) | % | Operating income | 89 | | | 34 | | | 55 | | | 162 | % | | 175 | | | 106 | | | 69 | | | 65 | % |
| Net loss from continuing operations before income taxes | (149) | | | (45) | | | (104) | | | (231) | % | | (213) | | | (130) | | | (83) | | | (64) | % | |
| Net loss from continuing operations | (150) | | | (51) | | | (99) | | | (194) | % | | (217) | | | (139) | | | (78) | | | (56) | % | |
| Net income (loss) from continuing operations before income taxes | | Net income (loss) from continuing operations before income taxes | 24 | | | (72) | | | 96 | | | 133 | % | | (189) | | | (202) | | | 13 | | | 6 | % |
| Net income (loss) from continuing operations | | Net income (loss) from continuing operations | 20 | | | 100 | | | (80) | | | (80) | % | | (197) | | | (38) | | | (159) | | | (418) | % |
Net income from discontinued operations, net of tax(1) | Net income from discontinued operations, net of tax(1) | 3,445 | | | 164 | | | 3,281 | | | nm | | 3,540 | | | 243 | | | 3,297 | | | nm | Net income from discontinued operations, net of tax(1) | 315 | | | 87 | | | 228 | | | 262 | % | | 3,855 | | | 329 | | | 3,526 | | | nm |
| Net income attributable to L&W | Net income attributable to L&W | 3,291 | | | 109 | | | 3,182 | | | nm | | 3,317 | | | 94 | | | 3,223 | | | nm | Net income attributable to L&W | 328 | | | 182 | | | 146 | | | 80 | % | | 3,645 | | | 276 | | | 3,369 | | | nm |
| | nm = not meaningful | nm = not meaningful | | nm = not meaningful | |
| (1) The three and six months periods ended June 30, 2022 include pre-tax gain of $4,568 million on sale of Lottery Business (see Note 2). | |
| (1) The three months ended September 30, 2022 include a pre-tax gain of $362 million on the sale of the Sports Betting Business, and the nine months ended September 30, 2022 include a total pre-tax gain of $4,930 million on the Divestitures (see Note 2). | | (1) The three months ended September 30, 2022 include a pre-tax gain of $362 million on the sale of the Sports Betting Business, and the nine months ended September 30, 2022 include a total pre-tax gain of $4,930 million on the Divestitures (see Note 2). |
|
Revenue
| | | | | | | | |
| Consolidated Revenue by Business Segment |
| (in millions) |
| | |
Three Months Ended JuneSeptember 30, 2022 and 2021 | | SixNine Months Ended JuneSeptember 30, 2022 and 2021 |
TheAll lines of business within our Gaming business segment continue to experience growth and increased demand, driving an increase in Gaming revenue for the three and sixnine months ended JuneSeptember 30, 2022. The increase in Gaming revenue for the nine months ended September 30, 2022 was primarilyalso due to the continued rebounding of operations since the adverse impacts of COVID-19 on 2021 comparable results, which was driven by continued increases in demand for our products and services. We are seeing continued growth and strength within our Gaming business segment.results. Gaming operations revenue for the three and sixnine months ended JuneSeptember 30, 2021 benefited from $38 million and $44 million respectively, due to the VAT recovery received from certain U.K. customers. The VAT recovery is related to a 2020 U.K. court ruling, associated with overcharging of value-added tax for previous services rendered to gaming operators and consequently reduced our net gaming revenue related to these customers and arrangements.
SciPlay revenue increased for both periods primarily as a result of an increasedue to increases in social casino player engagement, average monthly paying users and payer conversion rate, coupled with higher advertising revenue following the Alictus acquisition in the first quarter of 2022 as well as an increase in average monthly paying users and higher payer conversion rate.2022.
The increaseincreases in iGaming revenue of 2%9% and 4% for the sixthree and nine months ended JuneSeptember 30, 2022, wasrespectively, were driven by growth in the U.S. from the strength of our original content and increased player activity, coupled with revenue related to acquisitions completed in the second half of 2021. The prior year revenue benefited from increased player activity and turnover during COVID-19 lockdowns and social restrictions and was adversely impacted2021, partially offset by new regulations introduced in certain European countries. Current year periods were negatively impacted by unfavorablethe negative impact of foreign-currency translation due to the strengthening U.S. Dollar.
Operating Expenses
| | | Three Months Ended June 30, | | Variance | | Six Months Ended June 30, | | Variance | | Three Months Ended September 30, | | Variance | | Nine Months Ended September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 |
| 2021 | | 2022 vs. 2021 | | 2022 |
| 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 |
| 2021 | | 2022 vs. 2021 | | 2022 |
| 2021 | | 2022 vs. 2021 |
| Operating expenses: | Operating expenses: | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | |
| Cost of services | Cost of services | $ | 92 | | | $ | 96 | | | $ | (4) | | | (4) | % | | $ | 182 | | | $ | 183 | | | $ | (1) | | | (1) | % | Cost of services | $ | 101 | | | $ | 90 | | | $ | 11 | | | 12 | % | | $ | 283 | | | $ | 273 | | | $ | 10 | | | 4 | % |
| Cost of product sales | Cost of product sales | 88 | | | 63 | | | 25 | | | 40 | % | | 159 | | | 103 | | | 56 | | | 54 | % | Cost of product sales | 92 | | | 63 | | | 29 | | | 46 | % | | 251 | | | 166 | | | 85 | | | 51 | % |
| | Selling, general and administrative | Selling, general and administrative | 179 | | | 180 | | | (1) | | | (1) | % | | 354 | | | 339 | | | 15 | | | 4 | % | Selling, general and administrative | 181 | | | 164 | | | 17 | | | 10 | % | | 535 | | | 502 | | | 33 | | | 7 | % |
| Research and development | Research and development | 56 | | | 48 | | | 8 | | | 17 | % | | 109 | | | 93 | | | 16 | | | 17 | % | Research and development | 56 | | | 47 | | | 9 | | | 19 | % | | 163 | | | 140 | | | 23 | | | 16 | % |
| Depreciation, amortization and impairments | Depreciation, amortization and impairments | 107 | | | 96 | | | 11 | | | 11 | % | | 215 | | | 193 | | | 22 | | | 11 | % | Depreciation, amortization and impairments | 102 | | | 96 | | | 6 | | | 6 | % | | 317 | | | 289 | | | 28 | | | 10 | % |
| | Restructuring and other | Restructuring and other | 42 | | | 30 | | | 12 | | | 40 | % | | 78 | | | 51 | | | 27 | | | 53 | % | Restructuring and other | 27 | | | 45 | | | (18) | | | (40) | % | | 106 | | | 96 | | | 10 | | | 10 | % |
| Total operating expenses | Total operating expenses | $ | 564 | | | $ | 513 | | | $ | 51 | | | 10 | % | | $ | 1,097 | | | $ | 962 | | | $ | 135 | | | 14 | % | Total operating expenses | $ | 559 | | | $ | 505 | | | $ | 54 | | | 11 | % | | $ | 1,655 | | | $ | 1,466 | | | $ | 189 | | | 13 | % |
|
Cost of Revenue
Total cost of revenue for the three and sixnine months ended JuneSeptember 30, 2022 increased as a direct result of higher revenue as described above, driven by $25$29 million and $56$85 million, respectively, in higher cost of product revenue primarily associated with higher gaming machine sales.
SG&A
SG&A remained relatively flatincreased for the three and nine months ended June 30, 2022 as compared to the prior year period, as lower stock-based compensation expense was mostly offset by higher user acquisition costs in the SciPlay segment. SG&A increased for the six months ended JuneSeptember 30, 2022 as compared to the prior year period, primarily due to higher SciPlay user acquisition costs of $15 million and $31 million, respectively, coupled with higher salaries and benefits in the Gaming and SciPlay segments as a result of increased employee headcount, in order to support operations returning to higher activity levels, coupled with higher SciPlay user acquisition costs, partially offset by lower stock-based compensation expense.
R&D
The increase in R&D for both periods was primarily due to higher salaries and benefits in the Gaming and SciPlay segments as a result of increased employee headcount in order to support operations returning to higher activity levels, coupled with investments supporting ongoing growth.
D&A
The increase in D&A was primarily due to approximately $17 million and $33$50 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, related to accelerated amortization of certain of our legacy trade names triggered by corporate wide re-branding (see Note 11 in our 2021 10-K for further details), which was partially offset by fully depreciated assets related to prior acquisitions, net of 2021 acquisitions.
Restructuring and Other
The increasedecrease in restructuring and other in both periodsfor the three months ended September 30, 2022, as compared to the prior year period, was primarily due to higherlower professional services, legal and other charges related to strategic review including the divestituresDivestitures (see Note 5). The currentincrease in restructuring and other for the nine months ended September 30, 2022, as compared to the prior year periods also includeperiod, was primarily due to $12 million related to contingent consideration remeasurement charges (see Note 12).
Other Factors Affecting Net Income Attributable to L&W
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Factors Affecting Net Income (Loss) Attributable to L&W | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Factors Affecting Net Income (Loss) Attributable to L&W |
| (in millions) | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | (in millions) | 2022 | | 2021 | | 2022 | | 2021 | | 2022 vs. 2021 |
| Interest expense | Interest expense | $ | (70) | | | $ | (119) | | | $ | (186) | | | $ | (240) | | | The decreases in interest expense for the three and six months ended June 30, 2022 reflect the favorable impact of the April 2022 Refinancing resulting in lower interest costs. | Interest expense | $ | (68) | | | $ | (120) | | | $ | (254) | | | $ | (360) | | | The decreases in interest expense for the three and nine months ended September 30, 2022 reflect the favorable impact of the April 2022 Refinancing resulting in lower outstanding debt. |
| Loss on debt financing transactions | Loss on debt financing transactions | (147) | | | — | | | (147) | | | — | | | Loss on debt financing transactions consummated during the second quarter of 2022 includes a $90 million charge associated with premiums paid to redeem $1,250 million of the 2025 Secured Notes, $1,100 million of the 2026 Unsecured Notes, $353 million of the 2026 Secured Euro Notes, and $271 million of the 2026 Unsecured Euro Notes (see Note 11). | Loss on debt financing transactions | — | | | — | | | (147) | | | — | | | Loss on debt financing transactions consummated during the second quarter of 2022 includes a $90 million charge associated with premiums paid to redeem $1,250 million of the 2025 Secured Notes, $1,100 million of the 2026 Unsecured Notes, $353 million of the 2026 Secured Euro Notes, and $271 million of the 2026 Unsecured Euro Notes (see Note 11). |
| | Gain (loss) on remeasurement of debt and other | 20 | | | (7) | | | 27 | | | 18 | | | Gains (loss) are attributable to remeasurement of the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes and reflect changes in the Euro vs. the U.S. Dollar foreign exchange rates between the periods. We redeemed our Euro Notes as part of the April 2022 Refinancing. | |
| Gain on remeasurement of debt and other | | Gain on remeasurement of debt and other | — | | | 12 | | | 27 | | | 30 | | | Gains are attributable to remeasurement of the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes and reflect changes in the Euro vs. the U.S. Dollar foreign exchange rates. We redeemed our Euro Notes as part of the April 2022 Refinancing. |
| | Income tax (expense) benefit | | Income tax (expense) benefit | (4) | | | 172 | | | (8) | | | 164 | | | The benefits in the prior year periods were primarily due to the release of the valuation allowance recorded during the third quarter of 2021 (see Note 19 in our 2021 10-K for additional information). |
|
Discontinued Operations
As described in Note 1, we completed the divestiture of the Lottery Business on May 19, 2022,Divestitures and received $5.7a total of $6.5 billion in gross cash proceeds. As a result of the divestiture,Divestitures, we recorded a pre-tax gaingains on salesales of Lottery Businessdiscontinued operations of $4.6 billion.$362 million and $4.9 billion for the three and nine months ended September 30, 2022, respectively.
Revenue of $51$32 million and $339$371 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, decreased compared to revenue of $299$285 million and $575$860 million for the corresponding prior periods, primarily due to lower revenue from the Lottery Business as a result of its sale completed in the second quarter of 2022, partially offset by higher revenue from2022. The gains on sales of the Sports Betting Business due to its continued growth and expansion in the U.S. sports-betting market. The gain on sale of Lottery BusinessDivested Businesses drove the increase in net income from discontinued operations, net of tax, to $3,445$315 million and $3,540$3,855 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively, from $164$87 million and $243$329 million for the corresponding prior periods, partially offset by the decrease in revenue and D&A (since no D&A was recorded for assets held for sale in the first half of 2022).revenue. Refer to Note 2 for further information on our discontinued operations.
See “Business Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.
BUSINESS SEGMENTS RESULTS (for the three and sixnine months ended JuneSeptember 30, 2022 compared to the three and sixnine months ended JuneSeptember 30, 2021)
GAMING
Our Gaming business segment designs, develops, manufactures, markets and distributes a comprehensive portfolio of gaming content, products and services. We provide our Gaming portfolio of products and services to commercial casinos, Native American casinos, wide-area gaming operators such as LBOs, arcade and bingo operators in the U.K. and continental Europe, and government agencies and their affiliated operators.
We generate Gaming revenue from both services and product sales. Our services revenue includes revenue earned from Participation gaming machines, other leased gaming machines (including VLTs and electronic table games), supplied table products and services (including Shufflers), casino management technology solutions and systems, and other services revenues. Our product sales revenue includes the sale of new and used gaming machines, electronic table games, VLTs and VGTs, casino-management technology solutions and systems, table products, proprietary table game licensing, conversion kits (including game, hardware or operating system conversions) and spare parts.
For additional information, refer to the Gaming primary business activities summary included within “Business Segment Results” under Item 7 of our 2021 10-K.
Current Year Update
We continue to see an increase in the demand for our Gaming products and services, as the gaming market continues to rebound from the previously lifted COVID-19 restrictions, causingand our casino and gaming operations to return tohave exceeded pre-COVID levels. IncreaseIncreases in Gaming revenue, was primarilyfor both comparable periods, were driven by all lines of business year-over-year, including robust gaming machine sales growing 47%, coupled with continued growth momentum in Gaming operations, which continued to exceed 2019 comparative periods due tobenefited from higher installed base and average daily revenue per unit, coupled with higher gaming machine sales. Weunit. While supply challenges have eased compared to previous periods, we continue to experience someand expect supply chain challengesvolatility that could impact our ability to meet demand for our products and delay the timing of fulfillment and revenue recognition of these ordersorders.
In October 2022, we acquired substantially all of the assets of House Advantage, LLC, a leading loyalty and consequently the timing of revenue recognition.marketing software and technology provider, which will expand our Gaming systems offering with enhanced loyalty capabilities.
Results of Operations and KPIs
| | |
Three and SixNine Months Ended JuneSeptember 30, 2022 and 2021 |
Results of Operations and KPIs
| | | Three Months Ended
June 30, | | Variance | | Six Months Ended
June 30, | | Variance | | Three Months Ended
September 30, | | Variance | | Nine Months Ended
September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 |
| Revenue: | Revenue: | | | | | | | | | | | | Revenue: | | | | | | | | | | | |
| Gaming operations | Gaming operations | $ | 163 | | | $ | 181 | | | $ | (18) | | | (10) | % | | $ | 319 | | | $ | 294 | | | $ | 25 | | | 9 | % | Gaming operations | $ | 161 | | | $ | 151 | | | $ | 10 | | | 7 | % | | $ | 479 | | | $ | 445 | | | $ | 34 | | | 8 | % |
| Machine sales | Machine sales | 123 | | | 100 | | | 23 | | | 23 | % | | 226 | | | 155 | | | 71 | | | 46 | % | Machine sales | 140 | | | 95 | | | 45 | | | 47 | % | | 366 | | | 249 | | | 117 | | | 47 | % |
| Systems | Systems | 60 | | | 52 | | | 8 | | | 15 | % | | 111 | | | 94 | | | 17 | | | 18 | % | Systems | 70 | | | 52 | | | 18 | | | 35 | % | | 181 | | | 146 | | | 35 | | | 24 | % |
| Table products | Table products | 44 | | | 34 | | | 10 | | | 29 | % | | 89 | | | 68 | | | 21 | | | 31 | % | Table products | 48 | | | 41 | | | 7 | | | 17 | % | | 137 | | | 109 | | | 28 | | | 26 | % |
| Total revenue | Total revenue | $ | 390 | | | $ | 367 | | | $ | 23 | | | 6 | % | | $ | 745 | | | $ | 611 | | | $ | 134 | | | 22 | % | Total revenue | $ | 419 | | | $ | 339 | | | $ | 80 | | | 24 | % | | $ | 1,163 | | | $ | 949 | | | $ | 214 | | | 23 | % |
| | F/X impact on revenue | F/X impact on revenue | $ | (8) | | | $ | 10 | | | $ | (18) | | | (180) | % | | $ | (10) | | | $ | 12 | | | $ | (22) | | | (183) | % | F/X impact on revenue | $ | (9) | | | $ | 3 | | | $ | (12) | | | (400) | % | | $ | (19) | | | $ | 15 | | | $ | (34) | | | (227) | % |
| | Gaming KPIs: | Gaming KPIs: | | Gaming KPIs: | |
| U.S. and Canada units: | U.S. and Canada units: | | U.S. and Canada units: | |
| Installed base at period end | Installed base at period end | 30,836 | | | 29,965 | | | 871 | | | 3 | % | | 30,836 | | | 29,965 | | | 871 | | | 3 | % | Installed base at period end | 30,536 | | | 30,396 | | | 140 | | | — | % | | 30,536 | | | 30,396 | | | 140 | | | — | % |
| Average daily revenue per unit | Average daily revenue per unit | $ | 45.86 | | | $ | 44.58 | | | $ | 1.28 | | | 3 | % | | $ | 44.52 | | | $ | 40.50 | | | $ | 4.02 | | | 10 | % | Average daily revenue per unit | $ | 45.68 | | | $ | 42.66 | | | $ | 3.02 | | | 7 | % | | $ | 44.99 | | | $ | 41.13 | | | $ | 3.86 | | | 9 | % |
| International units(1): | International units(1): | | International units(1): | |
| Installed base at period end | Installed base at period end | 28,966 | | | 31,412 | | | (2,446) | | | (8) | % | | 28,966 | | | 31,412 | | | (2,446) | | | (8) | % | Installed base at period end | 28,100 | | | 30,644 | | | (2,544) | | | (8) | % | | 28,100 | | | 30,644 | | | (2,544) | | | (8) | % |
| Average daily revenue per unit | Average daily revenue per unit | $ | 13.63 | | | $ | 8.44 | | | $ | 5.19 | | | 61 | % | | $ | 13.72 | | | $ | 5.76 | | | $ | 7.96 | | | 138 | % | Average daily revenue per unit | $ | 12.39 | | | $ | 11.78 | | | $ | 0.61 | | | 5 | % | | $ | 13.25 | | | $ | 7.99 | | | $ | 5.26 | | | 66 | % |
| | Gaming machine unit sales: | Gaming machine unit sales: | | Gaming machine unit sales: | |
| U.S. and Canada new unit shipments | U.S. and Canada new unit shipments | 4,009 | | | 3,221 | | | 788 | | | 24 | % | | 7,391 | | | 5,164 | | | 2,227 | | | 43 | % | U.S. and Canada new unit shipments | 4,400 | | | 3,223 | | | 1,177 | | | 37 | % | | 11,791 | | | 8,387 | | | 3,404 | | | 41 | % |
| International new unit shipments | International new unit shipments | 2,479 | | | 1,751 | | | 728 | | | 42 | % | | 4,393 | | | 2,407 | | | 1,986 | | | 83 | % | International new unit shipments | 2,859 | | | 1,780 | | | 1,079 | | | 61 | % | | 7,252 | | | 4,187 | | | 3,065 | | | 73 | % |
| Total new unit shipments | Total new unit shipments | 6,488 | | | 4,972 | | | 1,516 | | | 30 | % | | 11,784 | | | 7,571 | | | 4,213 | | | 56 | % | Total new unit shipments | 7,259 | | | 5,003 | | | 2,256 | | | 45 | % | | 19,043 | | | 12,574 | | | 6,469 | | | 51 | % |
| Average sales price per new unit | Average sales price per new unit | $ | 17,176 | | | $ | 17,048 | | | $ | 128 | | | 1 | % | | $ | 17,141 | | | $ | 16,902 | | | $ | 239 | | | 1 | % | Average sales price per new unit | $ | 17,359 | | | $ | 16,099 | | | $ | 1,260 | | | 8 | % | | $ | 17,224 | | | $ | 16,582 | | | $ | 642 | | | 4 | % |
| (1) Excludes the impact of game content licensing revenue. | (1) Excludes the impact of game content licensing revenue. | (1) Excludes the impact of game content licensing revenue. |
Gaming Operations
Gaming operations revenue for both current year periods demonstrated strong growth, which exceeded 2019 levels as a result of strong product performance and increased market share.performance. Revenue for the three and sixnine months ended JuneSeptember 30, 2021 included VAT recovery of $38 million and $44 million, respectively, as described in the Consolidated Results – Revenue section above. Gaming operations for U.S. and Canada had an 871-unita 140-unit increase in installed base, along with increases in average daily revenue per unit of $1.28$3.02 and $4.02$3.86 for the three and sixnine months ended JuneSeptember 30, 2022, respectively, as we continue to see rebounding in demand since the COVID-19-induced business disruptions. This also impacted the average daily revenue per unit for the International units, which increased by $5.19$0.61 and $7.96$5.26 for the three and sixnine months ended JuneSeptember 30, 2022, respectively. International ending installed base decreased by 2,446-units2,544-units primarily due to the expected closure of certain LBOs in the U.K. along with the reduction of some underperformingcertain low-yielding units in Greece and Latin America and certain low yield operations in Greece.America.
Gaming Machine Sales
Gaming machine sales revenue increased primarily due to higher sales of replacement units both in U.S and Canada and internationally along with a higher average sales price per new unit. Additionally, the impact of the COVID-19 pandemic
on the prior year period as described above, resulted in lower unit shipments in the prior year periods. The following table summarizes Gaming machine sales changes:
| | | Three Months Ended June 30, | | Variance | | Six Months Ended June 30, | | Variance | | Three Months Ended September 30, | | Variance | | Nine Months Ended September 30, | | Variance |
| | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 |
| U.S. and Canada unit shipments: | U.S. and Canada unit shipments: | | | | | | | | | | | | U.S. and Canada unit shipments: | | | | | | | | | | | |
| Replacement units | Replacement units | 3,369 | | | 2,541 | | | 828 | | | 33 | % | | 6,521 | | | 4,164 | | | 2,357 | | | 57 | % | Replacement units | 3,688 | | | 2,887 | | | 801 | | | 28 | % | | 10,209 | | | 7,051 | | | 3,158 | | | 45 | % |
| Casino opening and expansion units | Casino opening and expansion units | 640 | | | 680 | | | (40) | | | (6) | % | | 870 | | | 1,000 | | | (130) | | | (13) | % | Casino opening and expansion units | 712 | | | 336 | | | 376 | | | 112 | % | | 1,582 | | | 1,336 | | | 246 | | | 18 | % |
| Total unit shipments | Total unit shipments | 4,009 | | | 3,221 | | | 788 | | | 24 | % | | 7,391 | | | 5,164 | | | 2,227 | | | 43 | % | Total unit shipments | 4,400 | | | 3,223 | | | 1,177 | | | 37 | % | | 11,791 | | | 8,387 | | | 3,404 | | | 41 | % |
| | International unit shipments: | International unit shipments: | | International unit shipments: | |
Replacement units(1) | Replacement units(1) | 2,443 | | 1,751 | | 692 | | | 40 | % | | 4,357 | | | 2,407 | | | 1,950 | | | 81 | % | Replacement units(1) | 2,725 | | 1,690 | | 1,035 | | | 61 | % | | 7,082 | | 4,097 | | | 2,985 | | | 73 | % |
| Casino opening and expansion units | Casino opening and expansion units | 36 | | — | | 36 | | | nm | | 36 | | | — | | | 36 | | | nm | Casino opening and expansion units | 134 | | 90 | | 44 | | | 49 | % | | 170 | | 90 | | | 80 | | | 89 | % |
| Total unit shipments | Total unit shipments | 2,479 | | | 1,751 | | | 728 | | | 42 | % | | 4,393 | | | 2,407 | | | 1,986 | | | 83 | % | Total unit shipments | 2,859 | | | 1,780 | | | 1,079 | | | 61 | % | | 7,252 | | | 4,187 | | | 3,065 | | | 73 | % |
| nm = not meaningful. | nm = not meaningful. | nm = not meaningful. |
| (1) The June 30, 2021 reported amount of 1,751 for International casino opening and expansion units has been reclassified to the International replacement units to correct a misclassification in the prior year period.. | |
| (1) The nine months ended September 30, 2021 include 1,751 units that were reclassified from International casino opening and expansion units to correct a misclassification in the prior year period. | | (1) The nine months ended September 30, 2021 include 1,751 units that were reclassified from International casino opening and expansion units to correct a misclassification in the prior year period. |
Operating Expenses and AEBITDA
Operating expenses for the three and sixnine months ended JuneSeptember 30, 2022 increased by $46$56 million and $100$157 million, respectively, as compared to the corresponding prior year periods, primarily due to (1) $25$33 million and $56$93 million, respectively, in higher cost of revenue associated with the increase in revenue as described above, (2) $9 million and $17$26 million, respectively, in higher D&A primarily driven by accelerated amortization of legacy trade names, which were partially offset by fully depreciated assets related to prior acquisitions, and (3) $13$9 million and $27$21 million, respectively, in higher SG&A and R&D costs.
For the three months ended JuneSeptember 30, 2022 as compared to the prior year period, AEBITDA increased by $30 million to $202 million and AEBITDA as a percentage of revenue (“AEBITDA margin”) decreased by $15 million and 73 percentage points to $179 million and 46%, respectively, as the prior year period benefited from $38 million revenue due to the VAT recovery as described in the Consolidated Results – Revenue section above.
48%. For the sixnine months ended JuneSeptember 30, 2022, AEBITDA increased by $49$80 million to $350$552 million and AEBITDA margin decreased by 3 percentage points to 47% as compared to the prior year period, and AEBITDA margin decreased 2 percentage points to 47% for the same comparative periods.period. These results were driven by strong growth in gaming operations, gaming machine sales, systems and table games businesses and were partially offset by the increased costs in the current year period and benefit of $44 million revenue related to the VAT recovery in the nine months ended September 30, 2021, as described above. The decrease in AEBITDA margin was due to the change in revenue mix as gaming machine sales demand continue to recover compared to a higher mix of gaming operations revenue in the prior year periods. AEBITDA margin for the nine months ended September 30, 2022 was also impacted as the prior year period benefited from the VAT recovery, as described above.
SCIPLAY
Our SciPlay business segment is a leading developer and publisher of digital games on mobile and web platforms. SciPlay operates in the social gaming market, which is characterized by gameplay online, onor mobile phones or on tablets,devices, that are social and competitive, and self-directed in pace and session length; as well as the hyper-casual space, which is characterized by simpler core loops and more repetitive gameplay than casual games. SciPlay generates a substantial portion of its revenue from in-app purchases in the form of coins, chips and cards, which players can use to play slot games, table games or bingo games. SciPlay also generates additional revenue, in the hyper-casual space, from the receipt of advertising revenue. Players who install SciPlay’s games typically receive free coins, chips or cards upon the initial launch of the game and additional free coins, chips or cards at specific time intervals. Players may exhaust the coins, chips or cards that they receive for free and may choose to purchase additional coins, chips or cards in order to extend their time of game play. Once obtained, coins, chips and cards (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play within SciPlay’s apps. Players who install SciPlay’s hyper-casual games receive free, unlimited gameplay that requires viewing of periodic in-game advertisements.
SciPlay currently offers a variety of social casino games, including Jackpot PartyJACKPOT PARTY® Casino, Gold FishGOLD FISH® Casino, Quick HitQUICK HIT® Slots, 88 FortunesFORTUNES® Slots, MONOPOLY Slots, and Hot Shot CasinoHOT SHOT CASINO®. Our SciPlay business segment continues to pursue its strategy of expanding into the casual games market. Current casual game titles include Bingo ShowdownBINGO
SHOWDOWN®, Solitaire Pets™SOLITAIRE PETS™ Adventure, and Backgammon Live as well as manyother titles in the hyper-casual space through our recent acquisition of Alictus,
including games such as Candy ChallengeCANDY CHALLENGE 3D™, Boss Life™BOSS LIFE™ and Deep Clean Inc.DEEP CLEAN INC. 3D™. During the nine months ended September 30, 2022, SciPlay launched five hyper-casual games, including the top hit Master Doctor 3D™. SciPlay currently plans to launch an additionalsoft-launch SpellSpinner: FantasyQuest, a casual game, and a numberduring the first quarter of hyper-casual games in 2022.2023. SciPlay’s social casino games typically include slots-style game play and occasionally include table games-style game play, while its casual games blend solitaire-style or bingo game play with adventure game features and its hyper-casual games include many simple core loop mechanics. All of SciPlay’s games are offered and played across multiple platforms, including AppleAPPLE, GoogleGOOGLE, FacebookFACEBOOK, AmazonAMAZON, and MicrosoftMICROSOFT. In addition to SciPlay’s internally created game content, SciPlay’s content library includes recognizable game content from Light & Wonder.Wonder game content. This content allows players who like playing land-based game content to enjoy some of those same titles in SciPlay’s free-to-play games. SciPlay has access to Light & Wonder’s library of more than 1,500 iconic casino titles, including titles and content from third-party licensed brands such as MONOPOLY, THE FLINTSTONES™, JAMES BOND™, and PLAYBOY™. SciPlay’s access to this content, coupled with its years of experience developing in-house content, uniquely positions SciPlay to create compelling digital games.
Current Year Update
On March 1, 2022, SciPlay acquired Alictus, a Turkey-based hyper-casual game studio, which expanded SciPlay’s business in the casual gaming market, grew its game pipeline and diversified its revenue streams as SciPlay advances its strategy to be a diversified global game developer.
Results of Operations and KPIs
| | |
Three and SixNine Months Ended JuneSeptember 30, 2022 and 2021 |
Revenue
| | | Three Months Ended
June 30, | | Variance | | Six Months Ended
June 30, | | Variance | | Three Months Ended
September 30, | | Variance | | Nine Months Ended
September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 |
| Revenue: | Revenue: | | | | | | | | | | | | Revenue: | | | | | | | | | | | |
| Mobile in-app purchases | Mobile in-app purchases | $ | 138 | | $ | 136 | | $ | 2 | | | 1 | % | | $ | 277 | | $ | 269 | | $ | 8 | | 3 | % | Mobile in-app purchases | $ | 149 | | $ | 131 | | $ | 18 | | | 14 | % | | $ | 426 | | $ | 400 | | $ | 26 | | 7 | % |
Web in-app purchases and other(1) | Web in-app purchases and other(1) | 22 | | 18 | | 4 | | | 22 | % | | 41 | | 36 | | 5 | | 14 | % | Web in-app purchases and other(1) | 22 | | 16 | | 6 | | | 41 | % | | 63 | | 52 | | 11 | | 21 | % |
| | Total revenue | Total revenue | $ | 160 | | $ | 154 | | $ | 6 | | | 4 | % | | $ | 318 | | $ | 305 | | $ | 13 | | 4 | % | Total revenue | $ | 171 | | $ | 147 | | $ | 24 | | | 17 | % | | $ | 489 | | $ | 452 | | $ | 37 | | 8 | % |
| | | SciPlay KPIs: | SciPlay KPIs: | | SciPlay KPIs: | |
| In-App Purchases: | In-App Purchases: | | In-App Purchases: | |
Mobile Penetration(2) | Mobile Penetration(2) | 90 | % | | 88 | % | | 2 pp | | nm | | 90 | % | | 88 | % | | 2 pp | | nm | Mobile Penetration(2) | 90 | % | | 89 | % | | 1 pp | | nm | | 90 | % | | 88 | % | | 2 pp | | nm |
Average MAU(3) | Average MAU(3) | 5.9 | | | 6.3 | | | (0.4) | | | (6) | % | | 6.1 | | | 6.5 | | | (0.4) | | | (6) | % | Average MAU(3) | 5.9 | | | 6.1 | | | (0.2) | | | (3) | % | | 6.0 | | | 6.3 | | | (0.3) | | | (5) | % |
Average DAU(4) | Average DAU(4) | 2.3 | | | 2.3 | | | — | | | — | % | | 2.3 | | | 2.4 | | | (0.1) | | | (4) | % | Average DAU(4) | 2.2 | | | 2.3 | | | (0.1) | | | (4) | % | | 2.3 | | | 2.4 | | | (0.1) | | | (4) | % |
ARPDAU(5) | ARPDAU(5) | $ | 0.74 | | | $ | 0.72 | | | $ | 0.02 | | | 3 | % | | $ | 0.74 | | | $ | 0.70 | | | $ | 0.04 | | | 6 | % | ARPDAU(5) | $ | 0.80 | | | $ | 0.69 | | | $ | 0.11 | | | 16 | % | | $ | 0.76 | | | $ | 0.70 | | | $ | 0.06 | | | 9 | % |
Average MPU(6) | Average MPU(6) | 0.6 | | | 0.5 | | | — | | | 5 | % | | 0.6 | | | 0.5 | | | — | | | 4 | % | Average MPU(6) | 0.6 | | | 0.5 | | | 0.1 | | | 11 | % | | 0.6 | | | 0.5 | | | 0.1 | | | 6 | % |
AMRPPU(7) | AMRPPU(7) | $ | 90.99 | | | $ | 96.29 | | | $ | (5.30) | | | (6) | % | | $ | 91.72 | | | $ | 94.55 | | | $ | (2.83) | | | (3) | % | AMRPPU(7) | $ | 95.45 | | | $ | 93.67 | | | $ | 1.78 | | | 2 | % | | $ | 92.97 | | | $ | 94.26 | | | $ | (1.29) | | | (1) | % |
Payer Conversion Rate(8) | Payer Conversion Rate(8) | 9.4 | % | | 8.5 | % | | 0.9 pp | | nm | | 9.2 | % | | 8.3 | % | | 0.9 pp | | nm | Payer Conversion Rate(8) | 9.7 | % | | 8.5 | % | | 1.2 pp | | nm | | 9.4 | % | | 8.4 | % | | 1.0 pp | | nm |
| nm = not meaningful. pp = percentage points. (1) Other primarily represents revenue generated from providing advertising platforms with access to SciPlay’s game software platform, which facilitates the placement of advertising inventory, which was not material in the periods presented. (2) Mobile penetration is defined as the percentage of business to consumer SciPlay revenue generated from mobile platforms. (3) MAU = Monthly Active Users is a count of visitors to our sites during a month. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, we use third-party data to limit the occurrence of multiple counting. (4) DAU = Daily Active Users is a count of visitors to our sites during a day. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, we use third-party data to limit the occurrence of multiple counting. (5) ARPDAU = Average revenue per DAU is calculated by dividing revenue for a period by the DAU for the period by the number of days for the period. (6) MPU = Monthly Paying Users is the number of individual users who made an in-game purchase during a particular month. (7) AMRPPU = Average Monthly Revenue Per Paying User is calculated by dividing average monthly revenue by average MPUs for the applicable time period. (8) Payer conversion rate is calculated by dividing average MPU for the period by the average MAU for the same period. | |
nm = not meaningful. pp = percentage points. (1) Other primarily represents revenue generated from providing advertising platforms with access to SciPlay’s game software platform, which facilitates the placement of advertising inventory, which was not material in the periods presented. (2) Mobile penetration is defined as the percentage of business to consumer revenue generated from mobile platforms. (3) MAU = Monthly Active Users is a count of visitors to SciPlay sites during a month. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, SciPlay uses third-party data to limit the occurrence of multiple counting. (4) DAU = Daily Active Users is a count of visitors to SciPlay sites during a day. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, SciPlay uses third-party data to limit the occurrence of multiple counting. (5) ARPDAU = Average revenue per DAU is calculated by dividing revenue for a period by the DAU for the period by the number of days for the period. (6) MPU = Monthly Paying Users is the number of individual users who made an in-game purchase during a particular month. (7) AMRPPU = Average Monthly Revenue Per Paying User is calculated by dividing average monthly revenue by average MPUs for the applicable time period. (8) Payer conversion rate is calculated by dividing average MPU for the period by the average MAU for the same period. | | nm = not meaningful. pp = percentage points. (1) Other primarily represents revenue generated from providing advertising platforms with access to SciPlay’s game software platform, which facilitates the placement of advertising inventory, which was not material in the periods presented. (2) Mobile penetration is defined as the percentage of business to consumer revenue generated from mobile platforms. (3) MAU = Monthly Active Users is a count of visitors to SciPlay sites during a month. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, SciPlay uses third-party data to limit the occurrence of multiple counting. (4) DAU = Daily Active Users is a count of visitors to SciPlay sites during a day. An individual who plays multiple games or from multiple devices may, in certain circumstances, be counted more than once. However, SciPlay uses third-party data to limit the occurrence of multiple counting. (5) ARPDAU = Average revenue per DAU is calculated by dividing revenue for a period by the DAU for the period by the number of days for the period. (6) MPU = Monthly Paying Users is the number of individual users who made an in-game purchase during a particular month. (7) AMRPPU = Average Monthly Revenue Per Paying User is calculated by dividing average monthly revenue by average MPUs for the applicable time period. (8) Payer conversion rate is calculated by dividing average MPU for the period by the average MAU for the same period. |
Total revenues forFor the three months ended JuneSeptember 30, 2022, SciPlay revenues increased as compared to the prior year period primarily as a result of highersocial casino payer engagement and average monthly payers increased, coupled with advertising revenue following the Alictus acquisition, whileacquisition.
For the corenine months ended September 30, 2022, SciPlay revenues increased in social casino games’ revenue slightly decreased for the same period. For the six months ended June 30, 2022, revenues increased as compared to the prior year periodgames as a result of an increase in average monthly paying users due to a higher payer conversion rate during the period, coupled with a $10$15 million increase in advertising revenue following the Alictus acquisition.
The increase in mobile penetration percentage for the three and sixnine months ended JuneSeptember 30, 2022as compared to the prior year periods primarily reflects a continued trend of players migrating from web to mobile platforms to play SciPlay’s games.
Average MAU for the three and sixnine months ended JuneSeptember 30, 2022 decreased as compared to the prior year periodsdecreased due to the turnover in users. ARPDAU increased as a function of lower average DAU for periods presented.
Average DAU was flatslightly declined for the three and nine months ended June 30, 2022 and decreased for the six months ended JuneSeptember 30, 2022 due to the turnover in users.users compared to the three and nine months ended September 30, 2021.
For the three and six months ended JuneSeptember 30, 2022, AMRPPU decreasedas compared to the prior year periods whileand average MPU increased as payer conversion improved compared to the three and six months ended JuneSeptember 30, 2021. PayerFor the nine months ended September 30, 2022, AMRPPU declined while MPU improved as payer conversion and AMRPPU continuesimproved, compared to be higher than pre-COVID periods.the nine months ended September 30, 2021.
Payer conversion rates are at an all-time high due to consistent payer interaction with the games by players as a result of the introduction of new content and features into SciPlay’s games.
Operating Expenses and AEBITDA
The increase in operating expenses for the three and sixnine months ended JuneSeptember 30, 2022 as compared to the prior year periods is primarily correlated with the increase in revenue (as described above) as a result of higher platform fees, higher user acquisitionmarketing spend of $12$15 million and $16$31 million, respectively, and higher salaries and benefits related to an increase in
headcount, coupled with an increase in D&A due to additional amortization associated with intangible assets acquired in conjunction with the Alictus and Koukoifrom recent acquisitions.
AEBITDA for the three and sixnine months ended JuneSeptember 30, 2022 decreased as compared to the prior year periods primarily due to higher operating expenses primarily related to user acquisition spend, andcoupled with personnel costs, partially offset by an increase in revenue, as describeddiscussed above. As a result, AEBITDA margin for the three-three and six-monthnine-month periods decreased by 5 and 4 percentage points, respectively.primarily due to higher operating expenses as a result of increased investment in marketing.
iGAMING
Our iGaming business segment provides a comprehensive suite of digital online gaming content, including digital RMG, distribution platforms, content, products and services. We derive revenue from our content aggregation platforms, including Open Gaming System, remote gaming servers, and various other platforms, which can deliver a wide spectrum of internally developed and branded casino-style games and popular third-party provider casino-style games to gaming operators. We also provide the Open Platform System which offers a wide range of reporting and administrative functions and tools providing operators full control over all areas of digital gaming operations. Generally, we host the play of our game content on our centrally located servers that are integrated with the online casino operators’ websites.
Current Year Update
We continue to expand our customer base and capitalize on growth in the U.S. and other emerging markets by leveraging our industry leading platforms, content and solutions. In April 2022, we wentWe continue to make progress on the U.S. licensing for launch of recent acquisitions including live with 8 operators on day 1 in Ontario in conjunction with the Canadian province regulating into a private licensed market.
Also,casino, ELK Studios and Playzido (content studio acquired in April 2022, we also acquired Playzido, a dynamic2022), as well as invest in our ability to scale our own original land-based content creation platform provider and game supplier, which is expected to accelerateoffering in the pace at which we can partner with game studios and operators to expand our iGaming content offering.U.S.
Results of Operations
| | |
Three and SixNine Months Ended JuneSeptember 30, 2022 and 2021 |
Revenue remainedThe increase in lineiGaming revenue of 9% and 4% for the three and nine months ended JuneSeptember 30, 2022, as compared to the prior year period, and the increase in revenue of 2% for the six months ended June 30, 2022 as compared to the prior year periodrespectively, was primarily due to continuing momentum in the U.S. market coupled with continued strong performance of businesses that we acquired in the second half of 2021. The three- and six-monthnine-month periods were impacted by unfavorable impact of foreign currency translation of $4$5 million and $6$10 million, respectively, due to strengthening of the U.S. Dollar.Dollar, primarily against the British Pound Sterling and the Euro. The U.S. market delivered 47%39% and 56%50% year-over-year revenue growth for the three and sixnine months ended JuneSeptember 30, 2022, respectively, driven by the strength of our original content.content and growth in gross gaming revenue. Wagers processed through our Open Gaming System for both current year periods remained flat atincreased slightly to $18 billion and $53 billion, respectively, as compared to the prior year periods, despite unfavorable foreign currency translation impact. AEBITDA for the three and nine months ended September 30, 2022 was $20 million and $35$61 million, respectively, up 11% and 2%, respectively, as compared to the prior year periods. AEBITDA margin remained relatively in line with the prior year periodsflat due to the scaling of original content launches as well as our acquisitions, which was offset by higher costs associated with continued investments supporting ongoing growth, including our upcoming launch of live casino in the U.S. expected next quarter, subject to regulatory approvals.
RECENTLY ISSUED ACCOUNTING GUIDANCE
We do not expect that any recently issued accounting guidance will have a significant effect on our consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 10-K.
There have been no significant changes in our critical accounting estimate policies or the application of those policies to our condensed consolidated financial statements from those presented in Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 10-K.
LIQUIDITY, CAPITAL RESOURCES AND WORKING CAPITAL
Cash and Available Liquidity
As of JuneSeptember 30, 2022, our principal sources of liquidity, other than cash flows provided by operating activities, were cash and cash equivalents, including SciPlay cash and cash equivalents (for our SciPlay business segment), cash and cash equivalents within assets held for sale and amounts available under the SciPlay Revolver (for our SciPlay business segment).
Cash and Available Revolver Capacity
| | (in millions) | (in millions) | | Cash and cash equivalents | | Revolver capacity | | Revolver capacity drawn or committed to letters of credit | | Total | (in millions) | | Cash and cash equivalents | | Revolver capacity | | Revolver capacity drawn or committed to letters of credit | | Total |
| L&W (excluding SciPlay and assets held for sale) | | $ | 612 | | | $ | 750 | | | $ | (12) | | | $ | 1,350 | | |
| L&W (excluding SciPlay) | | L&W (excluding SciPlay) | | $ | 978 | | | $ | 750 | | | $ | (12) | | | $ | 1,716 | |
| SciPlay | SciPlay | | 316 | | | 150 | | | — | | | 466 | | SciPlay | | 299 | | | 150 | | | — | | | 449 | |
| Assets held for sale | | 43 | | | — | | | — | | | 43 | | |
| Total as of June 30, 2022 | | $ | 971 | | | $ | 900 | | | $ | (12) | | | $ | 1,859 | | |
| | Total as of September 30, 2022 | | Total as of September 30, 2022 | | $ | 1,277 | | | $ | 900 | | | $ | (12) | | | $ | 2,165 | |
| | L&W (excluding SciPlay and assets held for sale) | L&W (excluding SciPlay and assets held for sale) | | $ | 221 | | | $ | 650 | | | $ | (12) | | | $ | 859 | | L&W (excluding SciPlay and assets held for sale) | | $ | 221 | | | $ | 650 | | | $ | (12) | | | $ | 859 | |
| SciPlay | SciPlay | | 364 | | | 150 | | | — | | | 514 | | SciPlay | | 364 | | | 150 | | | — | | | 514 | |
| Assets held for sale | Assets held for sale | | 44 | | | — | | | — | | | 44 | | Assets held for sale | | 44 | | | — | | | — | | | 44 | |
| Total as of December 31, 2021 | Total as of December 31, 2021 | | $ | 629 | | | $ | 800 | | | $ | (12) | | | $ | 1,417 | | Total as of December 31, 2021 | | $ | 629 | | | $ | 800 | | | $ | (12) | | | $ | 1,417 | |
Total cash held by our foreign subsidiaries (including discontinued operations) was $152$128 million andas of September 30, 2022. This amount decreased from $180 million as of June 30, 2022 and December 31, 2021, respectively.which included discontinued operations. We believe that substantially all cash held outside the U.S. is free from legal encumbrances or similar restrictions that would prevent it from being available to meet our global liquidity needs.
Our Gaming operations generally require significant upfront capital expenditures, and we may need to incur additional capital expenditures in order to retain or increase market share and units footprint. Our ability to make payments on and to refinance our indebtedness and other obligations depends on our ability to generate cash in the future. We may also, from time to time, repurchase or otherwise retire or refinance our debt, through our subsidiaries or otherwise. In the event we pursue significant acquisitions or other expansion opportunities, we may need to raise additional capital. If we do not have adequate liquidity to support these activities, we may be unable to obtain financing for these cash needs on favorable terms or at all. For additional information regarding our cash needs and related risks, see “Risk Factors” under Part I, Item 1A in our 2021 10-K.
On March 1, 2022, our Board of Directors approved a share repurchase program under which we are authorized to repurchase, from time to time through February 25, 2025, up to an aggregate amount of $750 million of our outstanding common stock over a three-year period. During the six months ended June 30,Through November 4, 2022, we repurchased 3.74.4 million shares of common stock under the program at an aggregate cost of $203$241 million.
On May 9, 2022, SciPlay Board of Directors approved a share repurchase program under which SciPlay is authorized to repurchase, from time to time through May 9, 2024, up to an aggregate amount of $60 million of SciPlay’s outstanding Class A common stock over a two-year period. During the six months ended June 30,Through November 4, 2022, SciPlay repurchased 0.52.2 million shares of Class A common stock under the program at an aggregate cost of $7$28 million.
The divestiture of the Lottery Business isDivestitures are estimated to generate approximately $665$685 million of net cash taxes, after considering the utilizationusage of tax attributes. The net cashWe paid $465 million of these taxes areduring the third quarter of 2022, with $175 million expected to be paid approximately 75% in mid Septemberduring the fourth quarter of 2022, and 25% in mid December 2022.$43 million expected to be paid during the second quarter of 2023.
April 2022 Refinancing
On April 14, 2022, we completed a series of refinancing transactions, which, combined with the principal payments on the SGI Term Loan B-5 and SGI Revolver in April, reduced the outstanding face value of our debt by $4,957 million, from $8,910 million as of March 31, 2022 to $3,953 million immediately after the completion of these transactions (see Note 11 for additional details).
Cash Flow Summary
| | | Six Months Ended June 30, | | Variance | | Nine Months Ended September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 |
| | Net cash provided by operating activities from: | | | | | | |
| Net cash (used in) provided by operating activities from: | | Net cash (used in) provided by operating activities from: | | | | | |
| Continuing operations | Continuing operations | $ | 13 | | | $ | 110 | | | $ | (97) | | Continuing operations | $ | (346) | | | $ | 199 | | | $ | (545) | |
| Discontinued operations | Discontinued operations | 44 | | | 162 | | | (118) | | Discontinued operations | 52 | | | 260 | | | (208) | |
| Net cash provided by operating activities | 57 | | | 272 | | | (215) | | |
| Net cash (used in) provided by investing activities from: | | | | | | |
| Net cash (used in) provided by operating activities | | Net cash (used in) provided by operating activities | (294) | | | 459 | | | (753) | |
| Net cash provided by (used in) investing activities from: | | Net cash provided by (used in) investing activities from: | | | | | |
| Continuing operations | Continuing operations | (170) | | | (66) | | | (104) | | Continuing operations | (224) | | | (148) | | | (76) | |
| Discontinued operations | Discontinued operations | 5,629 | | | (32) | | | 5,661 | | Discontinued operations | 6,368 | | | (58) | | | 6,426 | |
| Net cash provided by (used in) investing activities | Net cash provided by (used in) investing activities | 5,459 | | | (98) | | | 5,557 | | Net cash provided by (used in) investing activities | 6,144 | | | (206) | | | 6,350 | |
| Net cash used in financing activities from: | Net cash used in financing activities from: | | | | | | Net cash used in financing activities from: | | | | | |
| Continuing operations | Continuing operations | (5,186) | | | (316) | | | (4,870) | | Continuing operations | (5,210) | | | (484) | | | (4,726) | |
| Discontinued operations | Discontinued operations | (3) | | | (8) | | | 5 | | Discontinued operations | (3) | | | (8) | | | 5 | |
| Net cash used in financing activities | Net cash used in financing activities | (5,189) | | | (324) | | | (4,865) | | Net cash used in financing activities | (5,213) | | | (492) | | | (4,721) | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (6) | | | — | | | (6) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12) | | | (3) | | | (9) | |
| Increase (decrease) in cash, cash equivalents and restricted cash | Increase (decrease) in cash, cash equivalents and restricted cash | $ | 321 | | | $ | (150) | | | $ | 471 | | Increase (decrease) in cash, cash equivalents and restricted cash | $ | 625 | | | $ | (242) | | | $ | 867 | |
Cash Flows from Operating Activities
| | | Six Months Ended June 30, | | Variance | | Nine Months Ended September 30, | | Variance |
| ($ in millions) | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 | ($ in millions) | 2022 | | 2021 | | 2022 vs. 2021 |
| Net income | Net income | $ | 3,323 | | | $ | 104 | | | $ | 3,219 | | Net income | $ | 3,658 | | | $ | 291 | | | $ | 3,367 | |
| Less: Income from discontinued operations, net of tax | Less: Income from discontinued operations, net of tax | (3,540) | | | (243) | | | (3,297) | | Less: Income from discontinued operations, net of tax | (3,855) | | | (329) | | | (3,526) | |
| Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities from continuing operations | 369 | | | 245 | | | 124 | | |
| Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities from continuing operations | | Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities from continuing operations | 488 | | | 358 | | | 130 | |
| | Changes in working capital accounts, excluding the effects of acquisitions | Changes in working capital accounts, excluding the effects of acquisitions | (145) | | | — | | | (145) | | Changes in working capital accounts, excluding the effects of acquisitions | (641) | | | 51 | | | (692) | |
| Changes in deferred income taxes and other | Changes in deferred income taxes and other | 6 | | | 4 | | | 2 | | Changes in deferred income taxes and other | 4 | | | (172) | | | 176 | |
| | Net cash provided by operating activities from continuing operations | $ | 13 | | | $ | 110 | | | $ | (97) | | |
| Net cash (used in) provided by operating activities from continuing operations | | Net cash (used in) provided by operating activities from continuing operations | $ | (346) | | | $ | 199 | | | $ | (545) | |
|
Net cash provided by operating activities (after adjustments to reconcile net loss from continuing operations to net cash provided byused in operating activities from continuing operations and changes in deferred income taxes and other) decreasedincreased primarily due to an $145 million unfavorable changechanges in working capital, accounts, which waspartially offset by a $48$147 million increase in earnings (drivers described above).
Changes in working capital accounts, excluding the effects of acquisitions from continuing operations, for the sixnine months ended JuneSeptember 30, 2022 were primarily driven by the timing of disbursements, including $465 million in cash taxes paid related to the Lottery Business divestiture, $157 million in costs associated with the strategic review accelerated cash interest payments associated with the April 2022 Refinancing debtand related transactions, higher incentive compensation payout, and higher inventory purchases in order to limit supply chain impacts and support future sale levels.levels, and $25 million paid by SciPlay for the Washington State matter settlement as described in Note 16.
Net cash provided by operating activities from discontinued operations decreased primarily due to lower earnings as the current year period included only a partial period for Lottery Business that was sold during the second quarter of 2022 coupled with approximately $80$85 million in direct transaction costs associated with closing of the Lottery Business transaction.Divestitures.
Cash Flows from Investing Activities
Net cash used in investing activities from continuing operations increased primarily due to acquisitions during the first half ofnine months ended September 30, 2022 and higher capital expenditures. Capital expenditures are composed of investments in systems, equipment and
other assets related to contracts, property and equipment, intangible assets and software. The increase
in net cash used in investing activities was partially offset by the settlement of our cross-currency interest rate swaps, in which we received approximately $50 million in cash proceeds.proceeds, and $6 million in SciPlay proceeds from matured investments.
Net cash provided by investing activities from discontinued operations increased primarily as a result of the receipt of $5,659$6,409 million in gross cash proceeds from the sale of the Lottery Business,Divestitures, net of cash, cash equivalents and restricted cash transferred, during the second quarter ofnine months ended September 30, 2022.
Cash Flows from Financing Activities
Net cash used by financing activities increased primarily due to the April 2022 Refinancing debt transactions, in which we repaid $6,984 million in senior notes (including redemption premium) and outstanding borrowings under the SGI Term Loan B-5 and received $2,200 million in proceeds from the issuance of the SGI Term Loan B. Additionally, the increase was due to purchases of treasury stock and SciPlay’s common stock, under their respective repurchase programs described above, as well as taxes paid related to net share settlement of equity awards. During the sixnine months ended JuneSeptember 30, 2022, we purchased $203 million of our common stock and $7$18 million of SciPlay’s common stock. The increase in net cash used by financing activities was partially offset by repayments of $400 million under the SGI Revolver in the prior year period.
Credit Agreement and Other Debt
On April 14, 2022, we completed a series of refinancing transactions, which, combined with the principal payments on the SGI Term Loan B-5 and SGI Revolver in April, reduced the outstanding face value of our debt by $4,957 million, from $8,910 million as of March 31, 2022 to $3,953 million immediately after the completion of these transactions (see Note 11).
For additional information regarding our credit agreement and other debt, interest rate risk and interest rate hedging instruments, see Notes 15 and 16 and Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our 2021 10-K as well as Notes 11 and 12 and Item 3 below in this form 10-Q.
Off-Balance Sheet Arrangements
As of JuneSeptember 30, 2022, we did not have any significant off-balance sheet arrangements.
Contractual Obligations
There have been no material changes to our contractual obligations disclosed under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity, Capital Resources and Working Capital — Contractual Obligations” in our 2021 10-K, other than those related to the Alictus acquisition described in Note 1 and the debt pay down and refinancing transactionsApril 2022 Refinancing described in Note 11.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange rates and commodity prices. The following are our primary exposures to market risks:
Interest Rate Risk
As of JuneSeptember 30, 2022, the face value of long-term debt was $3,953$3,947 million, including $2,200$2,195 million of variable-rate obligations. Assuming a constant outstanding balance for our variable-rate long term debt, a hypothetical 1% change in interest rates would decrease/increase interest expense by approximately $22 million. All of our interest rate sensitive financial instruments are held for other than trading purposes.
In April 2022, we entered into new interest rate swap contracts with $700 million notional amount to hedge a portion of our interest expense associated with our variable rate debt to effectively fix the interest rate that we will pay. The objective of our interest rate swap contracts, which are designated as cash flow hedges of the future interest payments, is to eliminate the variability of cash flows attributable to the SOFR component of interest expense to be paid on a portion of our variable rate debt. These hedges mature in April 2027.
Cross-Currency Interest Rate Swaps
During 2018, we entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of our fixed-rate U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%. We have designated these cross-currency interest rate swap agreements as a net investment hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency in
order to reduce the volatility in our operating results caused by the changes in foreign currency exchange rates of the Euro with respect to the U.S. Dollar.
In April of 2022 and asAs a result of the April 2022 Refinancing described above, we settled our cross-currency interest rate swaps and received approximately $50 million in cash proceeds.
Net Investment Non-Derivative Hedge - 2026 Secured Euro Notes
As a result of the April 2022 Refinancing described above, we redeemed all of 2026 Secured Euro Notes and no longer have designated net investment hedge.
For additional information regarding interest rate swap contracts, cross-currency interest rate swaps and net investment non-derivative hedges, see Note 12.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 3a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of JuneSeptember 30, 2022.
There were no changes in our internal control over financial reporting during the three months ended June��September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, see Note 16 in this Quarterly Report on Form 10-Q and Note 20 in our 2021 10-K.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed under Item 1A “Risk Factors” included in our 2021 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We repurchased 2.8 million shares under the shareThere was no stock repurchase programactivity during the three months ended JuneSeptember 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except for price per share) |
| ISSUER PURCHASES OF EQUITY SECURITIES |
| Period | | Total Number of Shares
Purchased as Part of
Publicly Announced
Program | | Average Price Paid per Share | | Total Cost of Repurchase | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program |
| 4/1/2022 - 4/30/2022 | | 1.2 | | | $ | 59.33 | | | $ | 71 | | | $ | 628 | |
| 5/1/2022 - 5/31/2022 | | 1.6 | | | $ | 50.46 | | | 81 | | | $ | 547 | |
| 6/1/2022 - 6/30/2022 | | — | | | $ | — | | | — | | | $ | 547 | |
| Total | | 2.8 | | | $ | 54.24 | | | $ | 152 | | | $ | 547 | |
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
The information set forth below is included herein for purposes of providing the disclosure required under “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.None.
On August 5, 2022, following the approval of the Board, the Company filed Restated Articles of Incorporation and an Amended and Restated Certificate of Designation designating the Company’s Series A Junior Participating Preferred Stock with the Nevada Secretary of State, the Restated Articles for the purpose of having one document on file with the Nevada Secretary of State which constitutes the articles of incorporation of Light & Wonder, Inc. and all amendments thereto, and the Amended and Restated Certificate of Designation to reflect the change of the Company’s name from Scientific Games Corporation to Light & Wonder, Inc.
Item 6. Exhibits
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Exhibit
Number | | Description |
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| 3.1(a) | | |
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| 3.1(b) | | |
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3.1(c) | | |
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| 3.2 | | |
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| 10.1 | | Credit Agreement, by and among Scientific Games International, Inc., as the borrower, Light & Wonder, Inc., as a guarantor, the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing lender and swingline lender (incorporated by reference to Exhibit 10.1 to Light & Wonder, Inc.’s Current Report on Form 8-K filed on April 15, 2022). |
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10.2 | | |
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10.3 | | |
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| 10.2 | | |
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| 10.3 | | |
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| 31.1 | | |
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| 31.2 | | |
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| 32.1 | | |
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| 32.2 | | |
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| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Label Linkbase Document |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
(†) Filed herewith.
* Furnished herewith.
** SchedulesManagement contracts and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.compensation plans and arrangements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | LIGHT & WONDER, INC. |
| | (Registrant) |
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| | By: | /s/ Constance P. James |
| | Name: | Constance P. James |
| | Title: | Executive Vice President, Chief Financial Officer, Treasurer, Corporate Secretary, and Principal Accounting Officer |
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| Dated: | AugustNovember 9, 2022 | | |
