Description of the Business and Summary of Significant Accounting Policies | Description of the Business and Summary of Significant Accounting Policies Background and Nature of Operations SciPlay Corporation (referred to as “SciPlay”, the “Company”, “we”, “us”, and “our”) was formed as a Nevada corporation on November 30, 2018 as a subsidiary of Scientific Games Corporation. The Company was formed for the purpose of completing a public offering (the “Offering”) and related transactions (the “Transactions”) (collectively referred to herein as the “IPO”) in order to carry on the business of SciPlay Parent LLC, which is an entity comprised of the social gaming business of Scientific Games Corporation that develops, and publishes a portfolio of digital games played on various mobile and web platforms. Subsequent Events - Initial Public Offering On May 7, 2019, we completed the Offering of 22,000,000 shares of Class A common stock at a public offering price of $16.00 per share. We received $330.9 million in proceeds, net of underwriting discount, but before offering expenses of approximately $10.0 million . In connection with the closing of the Offering, we consummated the following organizational transactions: • The SciPlay Parent LLC Operating Agreement (the “Operating Agreement”) has been amended and restated to, among other things, (i) provide for a single class of SciPlay Parent LLC common units (the “LLC Interests”), (ii) exchange all of SG Social Holding Company I, LLC’s (“SG Holding I”) and SG Social Holding Company, LLC’s (each a wholly owned subsidiary of Scientific Games Corporation and collectively, the “SG Members”) existing member’s interests in SciPlay Parent LLC for LLC Interests, (iii) provide for the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of our Class A common stock or, at our option, cash and (iv) appoint SciPlay as the sole manager of SciPlay Parent LLC; • Our articles of incorporation were amended and restated to, among other things, provide for Class A common stock and Class B common stock; • We used the net proceeds from the Offering after deducting the underwriting discount, as follows: ◦ $300.9 million to acquire from SG Holding I 20,005,319 LLC Interests; and ◦ $30.0 million to acquire from SciPlay Parent LLC 1,994,681 newly issued LLC Interests; • SG Holding I used $255.0 million of the net proceeds it received from the sale of its LLC Interests in connection with the IPO to make the upfront license payment required under the IP License Agreement (the “upfront License Payment”); • SciPlay Parent LLC used the net proceeds from the sale of its newly issued LLC Interests in the Transactions to pay fees and expenses of approximately $10.0 million in connection with the IPO, including the Offering, and will use $20.0 million for general corporate purposes, including to pay a portion of contingent acquisition consideration; • We issued shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the IPO; • As a result of the Transactions described above, the SG Members own 82.6% of the LLC Interests and 100% of the shares of our Class B common stock; and • We, SciPlay Parent LLC and the SG Members entered into the TRA, and we and the SG Members entered into the registration rights agreement, dated May 7, 2019 (“Registration Rights Agreement”). Our corporate structure following the IPO is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the SG Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for U.S. income tax purposes following the IPO. One of these benefits is that future taxable income of SciPlay Parent LLC that is allocated to the SG Members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the SciPlay Parent LLC entity level. Additionally, because the SG Members may exchange or redeem their LLC Interests for newly issued shares of our Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the SG Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. We will receive the same benefits as the SG Members on account of our ownership of LLC Interests in an entity treated as a partnership, or “passthrough” entity, for U.S. income tax purposes. As the SG Members redeem or exchange their LLC Interests, we will obtain a step-up in tax basis in our share of SciPlay Parent LLC assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. The TRA provides for the payment by us to the SG Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in the tax basis of assets of SciPlay Parent LLC (a) in connection with the IPO, (b) resulting from any redemptions or exchanges of LLC Interests pursuant to the Operating Agreement or (c) resulting from certain distributions (or deemed distributions) by SciPlay Parent LLC and (ii) certain other tax benefits related to our making of payments under the TRA. Variable Interest Entities (“VIE”) and Consolidation Upon the completion of the IPO our sole material asset is our member’s interest in SciPlay Parent LLC. In accordance with the Operating Agreement of SciPlay Parent LLC, we have all management powers over the business and affairs of SciPlay Parent LLC and to conduct, direct and exercise full control over the activities of SciPlay Parent LLC. Class A common stock units issued in the IPO do not hold majority voting rights but hold 100% of the economic interest in the Company, which results in SciPlay Parent LLC being considered a VIE. Due to our power to control combined with our significant economic interest in SciPlay Parent LLC, we are considered the primary beneficiary of the VIE. Accordingly, beginning with the second quarter of 2019, we will consolidate the financial results of SciPlay Parent LLC and its subsidiaries. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity for the period from its formation through March 31, 2019. These unaudited financial statements should be read in conjunction with the financial statements and related notes in our prospectus dated May 2, 2019, filed with the SEC on May 6, 2019 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (referred to herein as the “Prospectus”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. Actual results may differ materially from our estimates. |
Description of the Business and Summary of Significant Accounting Policies | Description of the Business and Summary of Significant Accounting Policies Description of Business The accompanying unaudited condensed consolidated financial statements include the historical accounts of the Scientific Games Corporation 100% ‑owned direct and indirect subsidiaries that hold substantially all of the assets of, and operate, the social gaming business (collectively referred to as the “Social Gaming Entities”). SG Social Holding Company II, LLC, which consolidates the Social Gaming Entities, is referred to as the “Social Gaming Business”, “we”, “us”, and “our”. Also, for ease of reference the accompanying condensed consolidated financial statements are herein referred to as the “financial statements” unless otherwise stated or the context requires otherwise. The following are the subsidiaries comprising the Social Gaming Business: • SG Social Holding Company II, LLC (formerly SG Nevada Holding Company II, LLC) (Nevada) • SG Social Holding Company I, LLC (Nevada) ‑ formed in November 2018 • SG Social Holding Company, LLC (Nevada) ‑ formed in March 2019 • SciPlay Parent Company, LLC (formerly known as SG Nevada Holding Company, LLC and SG Social Parent Company, LLC until its legal name change which occurred in March of 2019) (Nevada) ‑ formed in September 2016 • SciPlay Holding Company, LLC (Nevada) ‑ formed in December 2018 • Phantom EFX, LLC (Nevada) • C.O.A.S. Company Ltd (Israel) • Dragonplay Ltd (Israel) • Spicerack Media, LLC (Nevada) ‑ acquired in April 2017 We develop, market and operate a portfolio of social games played on various mobile and web platforms. We host Jackpot Party Casino, Quick Hit Slots, Gold Fish Casino, Hot Shot Casino, Bingo Showdown, MONOPOLY Slots , and 88 Fortunes Slots , which are available in various formats. We have one operating segment with one business activity, developing and monetizing social games. On May 7, 2019, SciPlay Corporation completed a public offering (the “Offering”) of 22,000,000 shares of Class A common stock at a public offering price of $16.00 per share and related transactions (the “Transactions”) (collectively referred to herein as the “IPO”). In connection with the closing of the Offering, the following organizational transactions were consummated: • The Operating Agreement (the “Operating Agreement”) of Sciplay Parent Company, LLC (“SciPlay Parent LLC”) has been amended and restated to, among other things, (i) provide for a single class of SciPlay Parent LLC common units (the “LLC Interests”), (ii) exchange all of SG Social Holding Company I, LLC’s (“SG Holding I”) and SG Social Holding Company, LLC’s (each a wholly owned subsidiary of Scientific Games Corporation and collectively, the “SG Members”) existing member’s interests in SciPlay Parent LLC for LLC Interests, (iii) provide for the right of the SG Members to have their LLC Interests redeemed or exchanged for shares of our Class A common stock or, at our option, cash, and (iv) appoint SciPlay Corporation as the sole manager of SciPlay Parent LLC; • SciPlay Corporation’s articles of incorporation were amended and restated to, among other things, provide for Class A common stock and Class B common stock; • The net proceeds from the Offering after deducting the underwriting discount were used as follows: ◦ $300.9 million to acquire from SG Holding I 20,005,319 LLC Interests; and ◦ $30.0 million to acquire from SciPlay Parent LLC 1,994,681 newly issued LLC Interests; • SG Holding I used $255.0 million of the net proceeds it received from the sale of its LLC Interests in connection with the IPO to make the upfront license payment required under the IP License Agreement (the “upfront License Payment”); • SciPlay Parent LLC used the net proceeds from the sale of its newly issued LLC Interests to pay fees and expenses of approximately $10.0 million in connection with the IPO, including the Offering, and will use $20.0 million for general corporate purposes, including to pay a portion of contingent acquisition consideration; • SciPlay Corporation issued shares of Class B common stock to the SG Members, on a one-to-one basis with the number of LLC Interests owned by the SG Members following the IPO; • As a result of the Transactions described above, the SG Members own 82.6% of the LLC Interests and 100% of the shares of SciPlay Corporation Class B common stock; • SciPlay Corporation, SciPlay Parent LLC and the SG Members entered into the TRA, and SciPlay Corporation and the SG Members entered into the Registration Rights Agreement, dated May 7, 2019; and • SciPlay Holding Company, LLC, as the borrower, SciPlay Parent LLC, as a guarantor, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, entered into a $150.0 million revolving credit agreement (the “Revolver”) that matures in May 2024. SG Social Holding Company II, LLC is the SciPlay Corporation predecessor for financial reporting purposes. SG Social Holding Company II, LLC is a limited liability company, it does not have units or shares, and its members’ interest is held solely by Bally Gaming, Inc. (“Bally Gaming”). Accordingly, we have not presented historical earnings per share of SG Social Holding Company II, LLC. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Social Gaming Business have been derived from the consolidated financial statements and accounting records of Scientific Games Corporation (herein with all direct and indirect subsidiaries collectively referred to as the “Parent”) using the historical results of operations and historical cost basis of the assets and liabilities as if the Social Gaming Business operated on a standalone basis during the periods presented. The accompanying unaudited condensed consolidated financial statements have been prepared under the rules and regulations of the SEC applicable for interim periods and, therefore, do not include all information and footnotes necessary for complete financial statements in conformity with GAAP. All intercompany balances and transactions within the Social Gaming Business have been eliminated. In the opinion of management, we have made all adjustments necessary to present fairly our consolidated balance sheets, statements of income (loss) and comprehensive income (loss), statements of changes in Parent’s equity, and statements of 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 in the Prospectus. Interim results of operations are not necessarily indicative of results of operations to be expected for a full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. Actual results may differ materially from our estimates. Significant Accounting Policies There have been no changes to our significant accounting policies described within the consolidated financial statements and related notes in the Prospectus other than the adoption of ASC 842 described in Note 3. New Accounting Guidance‑ Adopted The FASB issued ASU No. 2016-02, Leases (Topic 842) in 2016. ASU 2016-02 combined with all subsequent amendments (collectively, “ASC 842”) requires balance sheet recognition for all leases with a lease term greater than one year to be recorded as a lease liability (on a discounted basis) with a corresponding right-of-use asset. This guidance also expands the required quantitative and qualitative disclosures for lease arrangements and gives rise to other changes impacting certain aspects of lessee and lessor accounting. We adopted ASC 842 as of January 1, 2019 using the optional transition method provided by ASU 2018-11 and applied the lessee package of practical expedients. During the first quarter of 2019, the FASB issued ASU 2019-01, Leases (Topic 842) to amend ASU 2016-02. This amendment exempts both lessees and lessors from having to provide certain prior year interim disclosure information in the fiscal year in which a company adopts the new leases standard. We have provided the related transition disclosures as of the beginning of 2019 in accordance with ASU 2019-1. See Note 3 in this Quarterly Report for our lease accounting policy and the quarterly impact of our adoption of ASC 842. The FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income in 2018. The standard allows companies to make an election to reclassify from accumulated other comprehensive income (AOCI) to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Our adoption of this guidance did not have an effect on our consolidated financial statements. New Accounting Guidance‑ Not yet adopted The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016. The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The new guidance will be effective for us beginning January 1, 2020. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. We are currently evaluating the impact of adopting this guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures on fair value measurements in ASC 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The new guidance will be effective for us beginning January 1, 2020. We are currently evaluating the impact of adopting this guidance. We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. Revenue Recognition We generate revenue from the sale of virtual coins, chips and bingo cards (collectively referred to as “virtual currency”), which players can use to play casino‑style slot games, table games and bingo games (i.e., spin in the case of slot games, bet in the case of table games and use of bingo cards in the case of bingo games). We distribute our games through various global social web and mobile platforms such as Facebook, Apple, Google, Amazon, and other web and mobile platforms. The games are primarily WMS , Bally , Barcrest ™, and SHFL ® branded games. In addition, we also offer third‑party branded games and original content. Disaggregation of Revenue We believe disaggregation of our revenue on the basis of platform and geographical locations of our players is appropriate because the nature, amount and player profile generating revenue could vary and also represents different economic risk profiles. The following table presents our revenue disaggregated by type of platform: Three Months Ended March 31, 2019 March 31, 2018 Mobile $ 96.9 $ 72.7 Web 21.5 24.7 Other — 0.1 Total revenue $ 118.4 $ 97.5 The following table presents our revenue disaggregated based on the geographical location of our players: Three Months Ended March 31, 2019 March 31, 2018 U.S. $ 108.4 $ 88.7 International 10.0 8.8 Total revenue $ 118.4 $ 97.5 Contract Assets, Contract Liabilities and Other Disclosures We receive customer payments based on the payment terms established in our contracts. Payment for the purchase of virtual currency is made at purchase, and such payments are non‑refundable. Such payments are initially recorded as a contract liability, as the player has no right of return after the purchase, consistent with our standard terms of service. Revenue is recognized as we satisfy our performance obligations. The following table summarizes our opening and closing balances in contract assets, contract liabilities and accounts receivable: Receivables Contract Assets (1) Contract Liabilities (2) Beginning of period balance $ 31.5 $ 0.2 $ 0.7 End of period balance, March 31, 2019 44.0 0.2 0.7 (1) Contract assets are included within Prepaid expenses and other current assets in our consolidated balance sheets. (2) Contract liabilities are included within Accrued liabilities in our consolidated balance sheets. During the three months ended March 31, 2019 and 2018, we recognized $0.4 million and $0.9 million , respectively, of revenue that was included in the opening contract liability balance. Substantially all of our unsatisfied performance obligations relate to contracts with an original expected length of one year or less. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The following tables summarize the percentage of revenues and accounts receivable generated via our platform providers in excess of 10% of our total revenues and total accounts receivable: Revenue Three Months Ended March 31, 2019 March 31, 2018 Apple 42.7 % 41.1 % Google 35.9 % 30.0 % Facebook 18.1 % 24.8 % Accounts March 31, 2019 December 31, 2018 Apple 53.3 % 38.6 % Google 25.0 % 31.3 % Facebook 16.7 % 23.7 % Contingent Acquisition Consideration The contingent consideration liability is recorded at fair value on the acquisition date as part of the consideration transferred and is remeasured each reporting period. The changes in fair value of contingent acquisition consideration as a result of remeasurement are included in Contingent acquisition consideration expenses. The inputs used to measure the fair value of contingent consideration liability primarily consist of projected earnings‑based measures and probability of achievement (categorized as Level 3 in the fair value hierarchy as established by ASC 820). Subsequent to March 31, 2019, we agreed with the Spicerack selling shareholders to pay them $31.0 million in total contingent acquisition consideration of which $21.0 million will be payable in the second quarter of 2019 with the remaining balance being fully paid by February 2020. Based on the terms and facts as of March 31, 2019, the following table summarizes our contingent acquisition consideration liabilities: March 31, 2019 December 31, 2018 Contingent acquisition consideration included in accrued liabilities $ 18.8 $ 18.8 Contingent acquisition consideration included in other long-term liabilities 10.8 10.5 Deferred Offering costs Through March 31, 2019, we had incurred $4.4 million in costs directly related to pursuing the Offering. These costs will be charged against the gross offering proceeds during the second quarter of 2019. |