UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2021
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: 001-38889
SciPlay Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
83-2692460
(I.R.S. Employer Identification No.)
6601 Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices)
(Zip Code)
(702) 897-7150
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock, $.001 par value
Trading Symbol(s)
SCPL
Name of each exchange on which registered
The NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ 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 ☒ 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.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☐
☐
☒
Accelerated filer
Smaller reporting 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 has led a report on and attestation to its management’s assessment of the effectiveness of its internal
control over nancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting rm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2021, the market value of voting and non-voting common equity held by non-affiliates of the registrant was $403,591,212.
As of February 24, 2022 the registrant had 24,561,301 shares of Class A common stock outstanding and 103,547,021 shares of Class B common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement relating to the 2022 annual meeting of stockholders are incorporated by reference in Part III. The proxy
statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended
December 31, 2021.
TABLE OF CONTENTS
PART I.
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4. Mine Safety Disclosures
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
PART IV.
Item 15.
Exhibits, Financial Statement Schedules
Item 16.
Form 10-K Summary
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PART I
FORWARD-LOOKING STATEMENTS
Throughout this Annual Report on Form 10-K, 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 Annual Report on Form 10-K are generally located in the material set forth
under the headings “Business,” “Risk Factors” and “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:
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the continuing impact of the COVID-19 pandemic and any resulting social, political, economic and financial complications;
Scientific Games’ announced decision to withdraw its offer to acquire our public shares not already owned by Scientific Games may subject us to
risks and uncertainties;
our ability to attract and retain players;
expectations of growth in total consumer spending on social gaming, including social casino gaming;
our reliance on third-party platforms and our ability to track data on those platforms;
our ability to continue to launch and enhance games that attract and retain a significant number of paying players;
our ability to expand in international markets;
our reliance on a small percentage of our players for nearly all of our revenue;
our ability to adapt to, and offer games that keep pace with, changing technology and evolving industry standards;
competition;
our dependence on the optional purchases of virtual coins, chips and bingo cards (collectively referred to as “coins, chips and cards”) to supplement
the availability of periodically offered free coins, chips and cards;
our ability to access additional financing and restrictions and covenants in debt agreements, including those that could result in acceleration of the
maturity of our indebtedness;
the discontinuation or replacement of LIBOR, which may adversely affect interest rates;
fluctuations in our results due to seasonality and other factors;
dependence on skilled employees with creative and technical backgrounds;
our ability to use the intellectual property rights of our parent, Scientific Games Corporation, and other third parties, including the third-party
intellectual property rights licensed to Scientific Games Corporation, under our intellectual property license agreement (“IP License Agreement”) with
our parent;
protection of our proprietary information and intellectual property, inability to license third-party intellectual property and the intellectual property
rights of others;
security and integrity of our games and systems;
security breaches, cyber-attacks or other privacy or data security incidents, challenges or disruptions;
reliance on or failures in information technology and other systems;
loss of revenue due to unauthorized methods of playing our games;
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the impact of legal and regulatory restrictions on our business, including 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;
laws and government regulations, both foreign and domestic, including those relating to our parent, Scientific Games Corporation, and to data privacy
and security, including with respect to the collection, storage, use, transmission, sharing and protection of personal information and other consumer
data, and those laws and regulations that affect companies conducting business on the internet, including ours;
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;
risks relating to foreign operations, including the complexity of foreign laws, regulations and markets; the uncertainty of enforcement of remedies in
foreign jurisdictions; the effect of currency exchange rate fluctuations; the impact of foreign labor laws and disputes; the ability to attract and retain
key personnel in foreign jurisdictions; the economic, tax and regulatory policies of local governments; compliance with applicable anti-money
laundering, anti-bribery and anti-corruption laws;
influence of certain stockholders, including decisions that may conflict with the interests of other stockholders;
our ability to achieve some or all of the anticipated benefits of being a standalone public company;
our dependence on distributions from SciPlay Parent Company, LLC (“SciPlay Parent LLC”) to pay our taxes and expenses, including substantial
payments we will be required to make under the Tax Receivable Agreement (the “TRA”);
failure to establish and maintain adequate internal control over financial reporting;
stock price volatility;
litigation and other liabilities relating to our business, including litigation and liabilities relating to consumer protection, gambling-related matters,
employee matters, alleged service and system malfunctions, alleged intellectual property infringement and claims relating to our contracts, licenses
and strategic investments;
our ability to complete acquisitions and integrate businesses successfully;
our ability to pursue and execute new business initiatives;
our expectations of future growth that will place significant demands on our management and operations;
natural events and health crises that disrupt our operations or those of our providers or suppliers;
changes in tax laws or tax rulings, or the examination of our tax positions;
levels of insurance coverage against claims;
our dependence on certain key providers; and
• U.S. and international economic and industry conditions;
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 Part I, Item 1A “Risk Factors” in this Annual Report
on Form 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.
This Annual Report on Form 10-K 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
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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 international social gaming industries than the same industries in the U.S. Some data is also based on our good faith
estimates, which are derived from our review of internal surveys or data, as well as the independent sources referenced above. Assumptions and estimates of
our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described
in "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. These and other factors could cause future performance to differ materially from our
assumptions and estimates.
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ITEM 1. BUSINESS
General
SciPlay Corporation was formed as a Nevada corporation on November 30, 2018 as a subsidiary of Scientific Games Corporation (“Scientific
Games”, “SGC”, and “the Parent”) for the purpose of completing a public offering and related transactions (collectively referred to herein as the “IPO”) in
order to carry on the business of SciPlay Parent LLC and its subsidiaries (collectively referred to as “SciPlay”, the “Company”, “we”, “us”, and “our”). On
May 7, 2019, we completed the IPO as described in Note 1. As the managing member of SciPlay Parent LLC, SciPlay operates and controls all of the business
affairs of SciPlay Parent LLC and its subsidiaries.
We are a leading developer and publisher of digital games on mobile and web platforms. We operate in the social gaming market, which is
characterized by gameplay online, on mobile phones or on tablets that are social and competitive, and self-directed in pace and session length. We generate
substantially all of our revenue from in-app purchases in the form of virtual coins, chips and cards, which players can use to play slot games, table games or
bingo games. Once obtained, coins, chips and cards (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play
within our apps. We currently offer a variety of social casino games, including Jackpot Party® Casino, Gold Fish® Casino, Quick Hit® Slots, 88 Fortunes®
Slots, MONOPOLY® Slots, and Hot Shot Casino®. We continue to pursue our strategy of expanding into the casual games market. Current casual game titles
include Bingo Showdown®, Solitaire Pets™ Adventure, and Backgammon Live. We currently plan to launch an additional casual game in 2022. Our social
casino games typically include slots-style game play and occasionally include table games-style game play, while our casual games blend solitaire-style or
bingo game play with adventure game features. All of our games are offered and played across multiple platforms, including Apple, Google, Facebook,
Amazon, and Microsoft. In addition to our internally created game content, our content library includes recognizable, game content from Scientific Games.
This content allows players who like playing land-based game content to enjoy some of those same titles in our free-to-play games. We have access to
Scientific Games' 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™. We believe our access to this content, coupled with our years of experience developing in-house
content, uniquely positions us to create compelling social games.
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As described in Note 12, on March 1, 2022, we acquired 80% of all issued and outstanding share capital of privately held Alictus Yazilim Anonim
Sirketi (“Alictus”). Alictus has developed and published a number of games that have achieved #1 free game status in the iOS U.S. App Store, including Candy
Challenge 3D™, Rob Master 3D™, Deep Clean Inc.™, Oh God!™, Money Buster!™, and Collect Cubes™. The Alictus acquisition allows us to further scale
in the casual market while diversifying our revenue streams.
Mission
Our mission is to become the #1 casual mobile gaming company in the world.
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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. © 2021 Hasbro. All Rights Reserved. Licensed by
Hasbro.
and James Bond indicia © 1962-2021 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.
©2021 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 SciPlay Games, LLC.
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Strategy
We strive to provide high quality games and entertainment to our customers. To this end we are focused on the following strategies:
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Invest in growth from existing games - We continue to invest in and grow our current games by adapting and developing our monetization and
marketing engines to improve player engagement, increase paying player conversion and drive per-player monetization. As we continue our data-
driven approach to develop our games, we believe we will be able to further monetize our existing user base and attract new players.
• Develop new games - We intend to continue to capitalize on our ability to build successful games by introducing new titles that appeal to specific
player segments and offer differentiated experiences.
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Continue international growth and expansion - We intend to further expand our global presence by incorporating our vast library of recognizable and
regionalized brands and content in our game design, customization and marketing for regional audiences. As the global mobile gaming market
expands, we believe there is an opportunity to continue to improve our reach across the rest of the world by offering more targeted content than we
currently offer and a better game play experience than is currently available to international players.
Expand into adjacent gaming markets - We intend to continue to address additional segments within the broader mobile gaming market by expanding
into adjacent areas and investing in new game markets. We believe our extensive experience in developing and operating social gaming titles strongly
positions us to enter untapped areas within the casual market, such as puzzles, card, match three and board games.
Leverage platform to scale through select acquisitions - We expect to continue to pursue select strategic acquisitions to fuel our top line growth and
build our portfolio. We believe we can maximize the value of an acquired asset through our scalable platform and our rigorous, data-driven
acquisition, engagement and monetization model.
Throughout 2021, we’ve continued to execute on our strategy with the redesign of Quick Hit® Slots and world-wide launch of Solitaire Pets™
Adventure. We acquired Koukoi Games Oy in 2021. In 2022, we acquired Alictus that enables us to further expand in the casual gaming space. In addition, we
plan to launch an additional casual game. Additionally, we plan to increase our investments in the expansion of international markets.
Research and Development
We believe our ability to attract new players and retain existing players depends in part on our ability to evolve and expand our content library by
continually developing differentiated games, systems technology and functionality to enhance player entertainment and user profitability.
Our personnel are primarily located in Cedar Falls, Iowa; Austin, Texas; and Tel Aviv, Israel. We have additional personnel located in Chicago,
Illinois and Des Moines, Iowa, along with services of a small number of consultants located in Ukraine supplied to us through a third-party contractor and
services of personnel located in India supplied to us through our intercompany services agreement with Scientific Games.
Intellectual Property
We consider our intellectual property rights, including our trademarks, trade dress, copyrights and trade secrets, to be, in the aggregate, material to our
business. We seek to protect our investment in research and development by seeking intellectual property protection as appropriate for our technologies and
content. We also acquire and license intellectual property from Scientific Games and third parties.
All of our games feature elements subject to copyright protection. In addition, we generally obtain trademark protection and often seek to register
trademarks for the names and designs under which we market and license our games.
We believe the value associated with both our brands and the third-party licensed brands, including those of Scientific Games, under which we market
and license our games contribute to the appeal and success of our games, and our future ability to license, acquire or develop new brand names of similar
quality is important to our continued success.
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Therefore, we continue to invest in the recognition of our brands and brands we license. In addition to our own brands and those we license from Scientific
Games, certain of our games are based on popular brands licensed from other third parties, such as MONOPOLY™, THE FLINTSTONES™, JAMES BOND™,
and PLAYBOY™.
For a description of the IP License Agreement, see the risk factor captioned “We rely on the ability to use the intellectual property rights of Scientific
Games and other third parties, including the third-party intellectual property rights licensed to Scientific Games that we have enjoyed as an indirect subsidiary
of Scientific Games, and we may lose the benefit of any intellectual property owned by or licensed to Scientific Games if it ceases to hold certain minimum
percentages of the voting power in our company” under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and Note 10.
Competition
We face significant competition in all aspects of our business. Our primary social casino game competitors include Playtika, Playstudios, Product
Madness/Big Fish Games (subsidiaries of Aristocrat), Zynga Inc., DoubleU Games/Double Down Interactive, GSN Games/Bash Gaming (subsidiaries of
Scopley), AppLovin and Huuuge Games. Our competitors in the broader social game market include Activision Blizzard, Electronic Arts, Kabam, Take-Two
Interactive and Rovio. We also compete with platforms that host real money gambling, including those provided by Scientific Games. On the broadest scale,
we compete for the leisure time, attention and discretionary spending of our players versus other forms of online entertainment, including social media and
other video games, on the basis of a number of factors, including quality of player experience, brand awareness and reputation and access to distribution
channels.
We believe we compete favorably on these factors. Our industry and the markets for our games, however, are highly competitive, rapidly evolving,
fragmented and subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services. Successful
execution of our strategy depends on our continuous ability to attract and retain both players and skilled employees, expand the market for our games, maintain
a technological edge and offer new capabilities to players. Our relationship with Scientific Games imposes certain regulatory and operational restrictions on us
due to its business related to real money gaming. We compete with social gaming companies that do not have a similar connection to regulated real money
gaming, and many of those companies possess a base of existing players larger than ours. In some cases, we compete against gaming operators who could
expand their product lines to include social casino games and leverage their land-based gaming relationship with Scientific Games to license certain social
casino game content that could compete with our content.
Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories,
greater financial, technical and other resources, and, in some cases, the ability to rapidly combine online platforms with full-time and temporary employees.
Internationally, local competitors may have greater brand recognition than us in their local country and a stronger understanding of local culture and commerce.
They also offer their products and services in local languages we may not offer.
Seasonality
Our results of operations can fluctuate due to seasonal trends and other factors. Player activity is generally slower in the second and third quarters of
the year, particularly during the summer months. However, due to the stay-at-home measures across the U.S. as a result of the COVID-19 pandemic and their
subsequent easing, we experienced results different from typical seasonality. We expect normal seasonality to return in future periods. See the risk factor
captioned “Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future
performance” under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for additional information.
Human Capital
We are a leading developer of technology-based products and services and associated content for the social gaming market. Our global reach is made
possible through the expertise, skills and dedicated efforts of our employees who serve our players across the globe.
As of December 31, 2021, we employed 632 persons worldwide, which includes 348 domestic employees, 208 international employees, and 76 full-
time third-party consultants largely based in Bangalore, India; and Kiev, Ukraine.
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In order to ensure that we are meeting our human capital objectives, we frequently utilize employee surveys to understand the effectiveness of our
employee and compensation programs and to determine where we can improve across the Company. Our latest survey, completed in 2021, indicated an overall
favorable rating of 77% in 2021, which is largely consistent with prior year results indicating a 78% and 73% favorable rating in 2020 and 2019, respectively.
Safety: The health and safety of our employees is a top priority of our leaders. In light of the COVID-19 pandemic, we implemented work procedures
that allow employees to work from home and collaborate remotely. We have also taken measures to keep our workforce safe by monitoring and reducing the
impact of the outbreak, including putting protocols in place for responding when employees are infected and enhanced cleaning procedures at all sites.
Compensation and Benefits: We provide a competitive and comprehensive benefits program that is aligned with our business objectives and attempts
to inspire employees to drive innovation and improve Company performance. In addition to cash compensation, we offer medical, dental and vision plans; an
employee stock purchase plan; paid time off and paid holidays; company-paid disability; life insurance; a 401(k) plan; flexible spending accounts; employee
assistance programs; and tuition reimbursement.
Government Regulation
We are subject to foreign and domestic laws and regulations that affect companies operating online, including over the internet and mobile networks,
many of which are still evolving and could be interpreted in ways that could negatively impact our business, revenue and results.
We are subject to federal, state and foreign laws related to the privacy and protection of player data. Such regulations, such as the General Data
Protections Regulation from the European Union and the California Consumer Privacy Act, which went into effect in California on January 1, 2020, and the
California Privacy Rights Act, or CPRA, are recent, untested laws and regulations that have and could further affect our operations and business. The extent of
the potential impact is unknown.
There is significant opposition in some jurisdictions to social gaming, including social casino gaming. Anti-gaming groups that specifically target
social casino games are located in several states and countries. Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory
framework to govern social gaming or social casino gaming specifically. These opposition efforts could lead to a prohibition on social gaming or social casino
gaming altogether, restrict our ability to advertise our games or substantially increase our costs to comply with regulations, all of which could have an adverse
effect on our results of operations, cash flows and financial condition. We cannot predict the likelihood, timing, scope or terms of any such legislation or
regulation or the extent to which they may affect our business.
The United States Court of Appeals for the Ninth Circuit has previously held that a social casino game produced by one of our competitors should be
considered illegal gambling under Washington state law. Similar lawsuits have been filed against other defendants, including Scientific Games. For example, in
April 2018, a putative class action lawsuit, Fife v. Scientific Games Corp., was filed in federal district court alleging substantially the same causes of action
against our social casino games. On November 23, 2021, Scientific Games entered into an agreement in principle to settle the lawsuit for the amount of $24.5
million. See the risk factor captioned "Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial
condition" under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and Note 11.
In September 2018, sixteen international gambling regulators, including from Washington State, signed a declaration expressing concern over the
blurring of lines between gambling and video game products, including social casino gaming. The regulators analyzed the characteristics of video games and
social gaming and the U.K. Parliament published a report on their findings in September 2019. The report addressed the regulators’ findings as to the potential
psychosocial and financial harms of immersive technology, the potential usefulness of pattern-of-play data in understanding healthy gameplay and supporting
responsible game design. The report found that any gambling-related harms of such games should be addressed through Internet safety legislation. As this
report was published by U.K. authorities, we cannot predict the likelihood, timing, scope or terms of any actions taken as a result of the report.
As we offer our games worldwide, foreign jurisdictions may claim we are required to comply with local laws, including in jurisdictions where we
have no local presence, offices or other equipment. For additional information about other existing or potential regulation that could affect our business, see the
risk factor captioned “Legal or regulatory restrictions
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could adversely impact our business and limit the growth of our operations” under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form
10-K.
Executive Officers of the Company
Certain information regarding each of our executive officers is set forth below.
Name
Barry L. Cottle
Joshua J. Wilson
Daniel O’Quinn
Age
60
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Position
Executive Chairman of the Board of Directors
Chief Executive Officer
Interim Chief Financial Officer
Barry L. Cottle has served as Executive Chairman since April 2019. Mr. Cottle has also served as President and Chief Executive Officer of Scientific
Games since June 2018. Mr. Cottle joined Scientific Games as Chief Executive, SG Interactive, in August 2015 to lead the strategy and growth plans of the
Interactive group. Before joining Scientific Games, Mr. Cottle served as Vice Chairman of Deluxe Entertainment Services Group Inc. from February 2015 until
August 2015 while concurrently serving as Senior Vice President of Technology at MacAndrews & Forbes Incorporated from February 2015 until August
2017, where he helped drive digital innovation. Prior to that, he was the Chief Revenue Officer and Executive Vice President-Games for Zynga Inc. from
January 2012 until October 2014, where he led corporate and business development, strategic partnerships, distribution, marketing and advertising and
ultimately the Social Casino group. Previously, Mr. Cottle served as the Executive Vice President-Interactive for Electronic Arts Inc. from August 2007 to
January 2012. Earlier in his career, Mr. Cottle served as the Founder/Chief Executive Officer of Quickoffice, Inc.; Chief Operating Officer of Palm, Inc.; and
Senior Vice President of Disney TeleVentures, a division of The Walt Disney Company dedicated to creating interactive online/TV experiences.
Joshua J. Wilson has served as Chief Executive Officer since April 2019. Mr. Wilson has also served as Chief Operating Officer and Senior Vice
President for our business since April 2016 to drive marketing, technology, production and product management for our business, after previously serving as
the Vice President of Product and Operations, Vice President of Product and Executive Director Social Gaming Products. From June 2012 to December 2013,
Mr. Wilson was Senior Director of Social Products and Director of Social Gaming for WMS, which was acquired by Scientific Games in 2013, overseeing web
development, analytics and road mapping while creating a business intelligence system and launching our social casino games Jackpot Party® Casino and
Gold Fish® Casino. Mr. Wilson served with Phantom EFX, LLC from March 2001 to June 2012, when Phantom was acquired by WMS, as the Director of
Online Gaming and Engineering Supervisor.
Daniel O’Quinn has served as Interim Chief Financial Officer since August 2021 and as Secretary and principal accounting officer since November
2021. Prior to this appointment, Mr. O’Quinn served as Vice President, Finance at the Company since March 2021. Before that, Mr. O’Quinn was the Senior
Director of Finance and Accounting and the Director of Accounting at the Company. Prior to joining the Company in August 2018, Mr. O’Quinn was the
Controller of Extended Business Lines at Learfield, a collegiate sports media and technology company, from September 2014 to August 2018. Mr. O’Quinn
also has experience serving with Commercial Metals Company and KPMG. Mr. O’Quinn is a CPA and holds a BBA in Accounting from Texas State
University.
Access to Public Filings
We file annual reports, quarterly reports, current reports, proxy statements and other documents with the Securities and Exchange Commission
(“SEC”) under the Exchange Act. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC at www.sec.gov.
We make the following information, among others, available free of charge through the Investors link on our website at https://investors.sciplay.com/
and we use our website as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC's Regulation
Fair Disclosure (Reg. FD):
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our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as
reasonably practicable after they are filed electronically with or furnished to the SEC;
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Section 16 ownership reports filed by our executive officers, directors and 10% stockholders on Forms 3, 4 and 5 and amendments to those reports as
soon as reasonably practicable after they are filed electronically with the SEC; and
our Code of Business Conduct, which applies to all of our officers, directors and employees (which is also our required code of ethics applicable to
our Chief Executive Officer and Interim Chief Financial Officer in keeping with the Sarbanes-Oxley Act of 2002).
The above details about our website and its content are only for information. The contents of our website are not, nor shall they be deemed to be,
incorporated by reference in this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
The risks described below are not the only risks facing us. Please be aware that additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial could also materially and adversely affect our business operations. You should also refer to the other information
contained in our periodic reports, including the Forward-Looking Statements section, our consolidated financial statements and the related notes and
Management’s Discussion and Analysis of Financial Condition and Results of Operations for a further discussion of the risks, uncertainties and
assumptions relating to our business. Except where the context otherwise indicates, references below to the “Company,” “we,” “our,” “ours” and “us”
include all of our subsidiaries.
Risk Factors Summary
The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results
of operations. You should read this summary together with the more detailed description of each risk factor contained below.
Risks Related to Our Business and Industry
•
The COVID-19 pandemic and similar health epidemics, contagious disease outbreaks and public perception thereof continue to and, in the future,
could significantly impact our operations and, should negative impacts such as significant negative player engagement develop, adversely affect our
operations, business, results of operations, cash flows or financial condition.
• Our growth depends on our ability to attract and retain players, and the loss of our players, or failure to attract new players, could materially and
adversely affect our business.
• We rely on third-party platforms to make our games available to players and to collect revenue.
• A small number of games has generated a majority of our revenue, and we must continue to launch and enhance games that attract and retain a
significant number of paying players in order to grow our revenue and sustain our competitive position. We rely on a small percentage of our players
for nearly all of our revenue.
• We operate in a highly competitive industry, and our success depends on our ability to effectively compete. Our success depends upon our ability to
adapt to, and offer games that keep pace with, changing technology and evolving industry standards.
• Our Revolver, on which we have not drawn to date, imposes certain restrictions that may affect our ability to operate our business and make payments
on our indebtedness if we draw on it in the future.
• We rely on skilled employees with creative and technical backgrounds.
Risks Related to Our Technology
• We rely on the ability to use the intellectual property rights of Scientific Games and other third parties, including the third-party intellectual property
rights licensed to Scientific Games that we have enjoyed as an indirect subsidiary of
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Scientific Games, and we may lose the benefit of any intellectual property owned by or licensed to Scientific Games if it ceases to hold certain
minimum percentages of the voting power in our company.
•
The intellectual property rights of others may prevent us from developing new games, entering new markets or may expose us to liability or costly
litigation.
• Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information
or the information of our players and expose us to liability, which would cause our business and reputation to suffer.
•
If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased
costs, exposure to significant liability, reputational harm, regulatory fines or punishment and other negative consequences.
Risks Related to Legal and Regulatory Factors
•
Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations. We may share part of the regulatory
burdens of our parent, Scientific Games.
• Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to
possible sanctions and other penalties. Our business depends on the protection of our proprietary information and our owned and licensed intellectual
property.
Risks Related to Our Relationship with Scientific Games
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Scientific Games controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders
from influencing significant decisions. If Scientific Games causes SG Social Holding Company I, LLC and SG Social Holding Company, LLC
(collectively, the “SG Members”) to sell a controlling interest in our company to a third party in a private transaction, holders of our Class A common
stock may not realize any change-of-control premium on shares of our Class A common stock, and we may become subject to the control of a
presently unknown third party.
Scientific Games’ announced decision to withdraw its offer to acquire our public shares not already owned by Scientific Games may subject us to
risks and uncertainties.
Scientific Games’ interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Scientific Games and us
could be resolved in a manner unfavorable to us and our public stockholders.
• Our articles of incorporation limit Scientific Games’ and its directors’ and officers’ liability to us or our stockholders for breach of fiduciary duty and
could also prevent us from benefiting from corporate opportunities that might otherwise have been available to us.
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Third parties may seek to hold us responsible for liabilities of Scientific Games, which could result in a decrease in our income.
• We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, qualify for, and rely on, exemptions from certain corporate
governance requirements.
• We rely on our access to Scientific Games’ brands and reputation, some of Scientific Games’ relationships, and the brands and reputations of
unaffiliated third parties. The services that we receive from Scientific Games may not be sufficient for us to operate our business, and we would likely
incur significant incremental costs if we lost access to Scientific Games’ services.
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Risks Related to Our Organizational Structure and the TRA
• Our sole material asset is our interest in SciPlay Parent LLC, and, accordingly, we depend on distributions from SciPlay Parent LLC to pay our taxes
and expenses, including payments under the TRA. SciPlay Parent LLC’s ability to make such distributions have been and may be subject to various
limitations and restrictions.
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The TRA with the SG Members requires us to make cash payments to the SG Members in respect of certain tax benefits to which we may become
entitled, and the payments we are required to make have been and will be substantial.
In certain cases, future payments under the TRA to the SG Members may be accelerated or significantly exceed the actual benefits we realize in
respect of the tax attributes subject to the TRA.
• We will not be reimbursed for any payments made to the SG Members under the TRA in the event that any tax benefits are disallowed.
Risks Related to Ownership of Our Class A Common Stock
• We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies
will make our common stock less attractive to investors.
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The dual class structure of our common stock may adversely affect the trading price or liquidity of our Class A common stock or may dilute our
stockholders’ economic interest in SciPlay.
The provisions of our articles of incorporation and bylaws requiring exclusive forum in the Eighth Judicial District Court of Clark County, Nevada for
certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating us and our Class A
common stock. The risk factors generally have been separated into seven groups: risks related to our business and industry, risks relating to our technology,
risks related to legal and regulatory factors, risks related to our relationship with Scientific Games, risks related to our organizational structure and the TRA,
risks related to ownership of our Class A Common Stock and general risks.
Risks Related to Our Business and Industry
The COVID-19 pandemic and similar health epidemics, contagious disease outbreaks and public perception thereof continue to and, in the future, could
significantly impact our operations and, should negative impacts such as significant negative player engagement develop, adversely affect our operations,
business, results of operations, cash flows or financial condition.
The outbreak of a novel strain of coronavirus, COVID-19, and public perception thereof, have contributed to consumer unease and may continue to
lead to decreased discretionary spending, which may have a negative effect on us. Other future health epidemics, contagious disease outbreaks or variants of
COVID-19, such as Delta and Omicron, could do the same. We can neither predict the effectiveness and distribution of vaccines nor the government response
to the COVID-19 pandemic and we cannot predict the ultimate effects that the outbreak of COVID-19, any resulting social, political and economic conditions
and decrease in discretionary spending may have on us, as they would be expected to impact our consumers and business partners in varied ways in different
communities. Our revenue is driven by players’ disposable incomes and level of social casino gaming activity. The outbreak of COVID-19 has led to economic
and financial uncertainty for many consumers and may continue to reduce or maintain at low amounts the disposable incomes of social casino game players
resulting in a lower number of players purchasing coins, chips or cards, or in players purchasing fewer coins, chips or cards, which would negatively impact
our results of operations, cash flows and financial condition. Through 2020 and 2021, we experienced increased player engagement resulting from the stay at
home measures across the U.S. The extent to which we are able to sustain this increased player engagement is uncertain and player engagement may recede.
The recession of player engagement, as a result of the discontinuation of stay at home measures or otherwise, could adversely affect our results of operations
and financial condition. Furthermore, the pandemic and disruptions have caused, and may continue to cause us and certain of our business partners, including
Scientific Games, who provides services to us under the Intercompany Service Agreement, to implement additional temporary adjustment of work schemes
allowing employees to
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work from home and collaborate remotely. We have maintained measures to monitor and reduce the impact of the outbreak, including our global crisis
monitoring team, protocols for responding when employees are infected and enhanced cleaning procedures at all sites, but there can be no assurance these will
be sufficient to mitigate the risks faced by our and our partners’ work forces. We may experience lower work efficiency and productivity, which may adversely
affect our service quality, and our business operations have been and could be disrupted when and/or if our employees have been or are suspected of infection,
since this has caused and may cause our employees to be quarantined and/or our offices to be temporarily shut down. In addition, as we have reopened our
offices following appropriate precautions and guidelines, the risk of spreading the virus could increase, and we may experience further disruptions to our
business operations if our employees contract the virus from one another. We will continue to incur costs for our operations, and our revenues during this
period are difficult to predict. As a result of any of the above developments, our business has been and our results of operations, cash flows or financial
condition may be adversely affected by the COVID-19 outbreak. The extent to which this outbreak impacts our results of operations will depend on future
developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of this
outbreak and the actions taken by governmental authorities and us to contain it or treat its impact.
Our growth depends on our ability to attract and retain players, and the loss of our players, or failure to attract new players, could materially and adversely
affect our business.
Our ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new players to our games, and retain
existing players of our games. Achieving growth in our community of players may require us to increasingly engage in sophisticated and costly sales and
marketing efforts that may not result in additional players.
In addition, our ability to increase the number of players of our games will depend on continued player adoption of social casino gaming and other
forms of casual gaming. Growth in the social gaming industry and the level of demand for and market acceptance of our games are subject to a high degree of
uncertainty. We cannot assure that player adoption of social gaming and our games will continue or exceed current growth rates, or that the industry will
achieve more widespread acceptance.
Additionally, as technological or regulatory standards change and we modify our technology platform to comply with those standards, we may need
players to take certain actions to continue playing, such as downloading a new game client, performing age gating checks or accepting new privacy policies or
terms and conditions. Players may stop using our games and related services at any time, including if the quality of the player experience on our platform,
including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the player experience generally
offered by competitive games and services. In addition, expenditures by players tend to fluctuate seasonally, particularly during the summer months, and may
reflect overall economic conditions.
We face competition for leisure time, attention and discretionary spending of our players. Other forms of leisure time activities, such as offline,
traditional online, personal computer and console games, television, movies, sports and the internet, are much larger and more well-established options for
consumers. Consumer tastes and preferences for leisure time activities are also subject to sudden or unpredictable change on account of new innovations. If
consumers do not find our games to be compelling or if other existing or new leisure time activities are perceived by our players to offer greater variety,
affordability, interactivity and overall enjoyment, our business could be materially and adversely affected.
We rely on third-party platforms to make our games available to players and to collect revenue.
Our social gaming offerings operate through Apple, Google, Facebook and Amazon, which also serve as significant online distribution platforms for
our games, with some of our games available on Microsoft. Substantially all of our revenue was generated by players using those platforms.
Consequently, our expansion and prospects depend on our continued relationships with these providers, and any emerging platform providers that are
widely adopted by our target player base. We are subject to the standard terms and conditions that these platform providers have for application developers,
which govern the promotion, distribution and operation of games and other applications on their platforms, and which the platform providers can change
unilaterally on short or without notice. Version updates, such as Apple's iOS 14.5 update in April 2021 which included changes to its AppTracking
Transparency policy and now requires user permission before developers can track a user across apps and websites owned by other companies or access a
user’s device’s advertising identifier, which has reduced the quantity and quality of data available to us. These changes could, among other things, have a
detrimental impact on our ability to conduct targeted advertising on platforms, increase the cost to obtain new users and impact the return on investment of
advertising spend. Additionally, our business would be harmed if:
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the platform providers discontinue or limit our access to their platforms;
governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those
platforms;
the platforms decline in popularity;
the platforms modify their current discovery mechanisms, communication channels available to developers, respective terms of service or other
policies, including fees;
the platforms impose restrictions or make it more difficult for players to buy coins, chips or cards; or
the platforms change how the personal information of players is made available to developers or develop their own competitive offerings.
If alternative platforms increase in popularity, we could be adversely impacted if we fail to create compatible versions of our games in a timely
manner, or if we fail to establish a relationship with such alternative platforms. Likewise, if our platform providers alter their operating platforms, we could be
adversely impacted as our offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become
compatible. If our platform providers were to develop competitive offerings, either on their own or in cooperation with one or more competitors, our growth
prospects could be negatively impacted. If our platform providers do not perform their obligations in accordance with our platform agreements, we could be
adversely impacted.
In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their features that permit our
players to purchase coins, chips or cards. For example, in the second and third quarters of 2018, we were negatively impacted by data privacy protection
changes implemented by Facebook, which impaired our players’ ability to access their previously acquired coins, chips or cards and purchase additional coins,
chips or cards. If similar events recur on a prolonged basis or other similar issues arise that impact players’ ability to download our games, access social
features or purchase coins, chips or cards, it could have a material adverse effect on our revenue, operating results and brand.
A small number of games has generated a majority of our revenue, and we must continue to launch and enhance games that attract and retain a
significant number of paying players in order to grow our revenue and sustain our competitive position.
Historically, we have depended on a small number of games for a majority of our revenue, and we expect that this dependency will continue for the
foreseeable future. In particular, Jackpot Party® Casino has accounted for a substantial portion of our revenue since its launch in 2012, including 48% of our
revenue in 2019 and 52% of our revenue in both 2020 and 2021, and we expect it to continue to do so over the next several years. Our growth depends on our
ability to consistently launch new games that achieve significant popularity. Each of our games generally requires significant research and development,
engineering, marketing and other resources to develop, launch and sustain via regular upgrades and expansions, and such costs on average have increased. In
the future, we may be forced to reduce our research and development and marketing expenses in order to support other business priorities, which would harm
our ability to attract new players and expand our player base and game community. Our ability to successfully and timely launch, sustain and expand games
and attract and retain paying players largely depends on our ability to:
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anticipate and effectively respond to changing game player interests and preferences;
anticipate or respond to changes in the competitive landscape;
develop, sustain and expand games that are fun, interesting and compelling to play and on which players want to spend money;
retain rights to the intellectual property rights of third parties, including Scientific Games;
build and maintain our brand and reputation;
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•
effectively market new games and enhancements to our existing players and new players;
• minimize launch delays and cost overruns on new games and game expansions;
• minimize downtime and other technical difficulties; and
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acquire high-quality assets, personnel and companies.
It is difficult to consistently anticipate player demand on a large scale, particularly as we develop new games in new markets, including the
international markets and new mobile platforms. If we do not successfully launch games that attract and retain a significant number of paying players and
extend the life of our existing games, our market share, reputation and financial results could be harmed. In addition, if the popularity of Jackpot Party®
Casino or any of our other top games decreases significantly, that would have a material adverse effect on our results of operations, cash flows and financial
condition.
Moreover, it is difficult to predict the problems we may encounter in innovating and introducing new games, and we may need to devote significant
resources to the creation, support and maintenance of our games and services. Under the IP License Agreement, our right to use any intellectual property
created or acquired by SG Gaming, Inc. (formerly known as Bally Gaming, Inc.) (“SG Gaming”) or its affiliates, or licensed by third parties to SG Gaming,
after the third anniversary of the date of the IP License Agreement, will be limited to use in our currently available games. This limit will also extend to
derivative works of, or improvements to, intellectual property licensed to us under the IP License Agreement that are developed after the third anniversary of
the date of the IP License Agreement (including by us), as such derivative works and improvements will be assigned to SG Gaming and licensed back to us
pursuant to the terms of the IP License Agreement. We cannot assure that we will be able to obtain a license for the use of any such intellectual property in our
new games on commercially reasonable terms, if at all.
We cannot assure that our initiatives to improve our player experience will always be successful. We also cannot predict whether our new games or
service offerings will be well received by players, or whether improving our technology will be successful or sufficient to offset the costs incurred to develop
and market these games, services or technology.
We rely on a small percentage of our players for nearly all of our revenue.
A small percentage of our players account for nearly all of our revenue. For example, 6.0%, 7.1%, and 8.5% of our players made purchases in our
games, in 2019, 2020, and 2021, respectively. However, we lose paying players in the ordinary course of business, and they may stop making purchases in our
games or playing our games altogether at any time. In order to sustain or increase our revenue levels, we must attract new paying players or increase the
amount our players pay. To retain paying players, we must devote significant resources so that the games they play retain their interest and attract them to our
other games. Our new games may also attract players away from our existing games. If we fail to grow or sustain the number of our paying players, or if the
rate at which we add paying players declines or if the average amount our paying players pay declines, our results of operations, cash flows and financial
condition could be adversely impacted.
Our success depends upon our ability to adapt to, and offer games that keep pace with, changing technology and evolving industry standards.
Our success depends upon our ability to attract and retain players, which is largely driven by maintaining and increasing the quantity and quality of
social games. To satisfy players, we need to continue to improve their experience and innovate and introduce games that players find useful and that cause
them to return to our suite of games more frequently. This includes continuing to improve our technology to optimize search results for our games, tailoring our
game offerings to additional geographic and market segments, and improving the user-friendliness of our games and our ability to provide high-quality support.
Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce new and enhanced games on a timely
basis or at all is a significant factor affecting our ability to remain competitive and expand and attract new players. We cannot assure that we will achieve the
necessary technological advances or have the financial resources needed to introduce new games on a timely basis or at all.
Our players depend on our support organization to resolve any issues relating to our games. Our ability to provide effective support is largely
dependent on our ability to attract, resource, and retain employees who are not only qualified to support players of our games, but are also well versed in our
games. Additionally, 2021 was marked by a labor shortage that made and continues to make hiring and retaining skilled employees to support our games highly
competitive. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our
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reputation, adversely affect our ability to sell coins, chips or cards within our games to existing and prospective players, and could adversely impact our results
of operations, cash flows and financial condition.
We operate in a highly competitive industry, and our success depends on our ability to effectively compete.
Social gaming, which includes social casino gaming and from which we derive substantially all of our revenue, is a rapidly evolving industry with low
barriers to entry. Businesses can easily launch online or mobile platforms and applications at nominal cost by using commercially available software or
partnering with various established companies in these markets. The market for our games is also characterized by rapid technological developments, frequent
launches of new games, changes in player needs and behavior, disruption by innovative entrants and evolving business models and industry standards. As a
result, our industry is constantly changing games and business models in order to adopt and optimize new technologies, increase cost efficiency and adapt to
player preferences.
Successful execution of our strategy depends on our continuous ability to attract and retain players, adapt to the emergence of new mobile hardware or
operating systems, expand the market for our games, maintain a technological edge and offer new capabilities to players. We also compete with social gaming
companies, including those that offer social casino games such as Playtika, Zynga, DoubleU and others, that have no connection to regulated real money
gaming, and many of those companies have a base of existing players that is larger than ours. In some cases, we compete against real money gaming operators
who have expanded their games to include social casino games and have in the past leveraged their land-based gaming relationship with Scientific Games to
license social casino game content from Scientific Games, although such rights are limited in scope by the IP License Agreement. In those cases, customers of
such real money gaming operators may choose to play our content as it is offered by the operator and not as it is offered by our social casino games,
detrimentally impacting our results.
Some of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories,
local language capabilities, greater financial, technical, and other resources and, in some cases, the ability to rapidly combine online platforms with traditional
staffing and contingent worker solutions. These companies may use these advantages to develop different platforms and services to compete with our games,
spend more on advertising and brand marketing, invest more in research and development or respond more quickly and effectively than we do to new or
changing opportunities, technologies, standards, regulatory conditions or player preferences or requirements. As a result, our players may decide to stop
playing our games or switch to our competitors’ games.
Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others,
including our current or future third-party suppliers. By doing so, these competitors may increase their ability to meet the needs of existing or prospective
freelancers and players. These developments could limit our ability to obtain revenue from existing and new buyers. If we are unable to compete effectively,
successfully and at reasonable cost against our existing and future competitors, our results of operations, cash flows and financial condition could be adversely
impacted.
We offer players regular free play and frequent discounts for purchases of coins, chips or cards to extend play in connection with our business. We
cannot assure that competitive pressure will not cause us to increase the incentives that we offer to our players, which could adversely impact our results of
operations, cash flows and financial condition.
Our free-to-play business model depends on the optional purchases of coins, chips or cards to supplement the availability of periodically offered free coins,
chips or cards.
We derive nearly all of our revenue from the sale of coins, chips or cards used to play our games. Our games are available to players for free, and we
generally generate revenue from them only if they voluntarily purchase coins, chips or cards above and beyond the level of free coins, chips or cards provided
periodically as part of the game. If we fail to offer games that attract purchases of coins, chips or cards, or if we fail to properly manage the economics of free
versus paid coins, chips or cards, our business, financial condition and results of operations could be materially and adversely affected.
Our Revolver, on which we have not drawn to date, imposes certain restrictions that may affect our ability to operate our business and make payments on
our indebtedness if we draw on it in the future.
If we draw from our $150.0 million revolving credit agreement (the “Revolver”), covenants therein will, among other things, restrict our ability to
incur additional indebtedness; incur liens; sell, transfer or dispose of property and assets; invest; make dividends or distributions or other restricted payments
and engage in affiliate transactions. In addition, we are required to maintain a maximum total net leverage ratio not to exceed 2.50:1.00 and to maintain a
minimum fixed charge
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coverage ratio of no less than 4.00:1.00. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity, Capital
Resources and Working Capital-Revolving Credit Facility” in Part II, Item 7 of this Annual Report on Form 10-K for additional information. The Revolver
limits our ability to make certain payments, including dividends or distributions on SciPlay Parent LLC’s equity and other restricted payments, provided,
however, that payments in respect of certain tax distributions under the SciPlay Parent LLC Operating Agreement (the “Operating Agreement”) and certain
payments under the TRA are permitted, and payments to SciPlay Parent LLC’s direct or indirect parent made on or prior to the closing date of the Revolver in
an amount not to exceed the net cash proceeds of the IPO are permitted, among other customary exceptions.
Moreover, if we draw significant amounts under the Revolver, its terms would require us to dedicate a portion of our cash flow from operations to
interest payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes; increasing
our vulnerability to adverse general economic, industry or competitive developments or conditions; and limiting our flexibility in planning for, or reacting to,
changes in our business and the industry in which we operate or in pursuing our strategic objectives.
We may be exposed to the risk of increased interest rates.
The Revolver has variable rates of interest, some of which use the London Inter-Bank Offered Rate (“LIBOR”) as a benchmark. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations-Liquidity, Capital Resources and Working Capital-Revolving Credit Facility” in
Part II, Item 7 of this Annual Report on Form 10-K for additional information. The U.K. Financial Conduct Authority phased out LIBOR by the end of 2021,
extending to the end of June 2023 for U.S. dollar LIBOR only. In addition, other regulators have suggested reforming or replacing other benchmark rates. In
December 2021, the U.S. House of Representatives passed the Adjustable Interest Rate (LIBOR) Act of 2021 that substantially followed legislation proposed
by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York establishing the Secured Overnight
Financing Rate (“SOFR”) as a commercially reasonable substitute for and commercially substantial equivalent to LIBOR. The discontinuation of LIBOR or
the discontinuation, reform, or replacement of any other benchmark rates, such as SOFR, may have an unpredictable impact on contractual mechanics in the
credit markets or cause disruption to the broader financial markets. Uncertainty as to the nature of such potential discontinuation, reform or replacement may
negatively impact the cost of our variable rate debt, and our business, prospects, financial condition and results of operations could be materially and adversely
affected. If we draw significant amounts under our Revolver, its terms would require us to dedicate a portion of our cash flow from operations to interest
payments, such that if interest rates rise, we may suffer a reduced availability of cash flow to fund capital, capital expenditures and other general corporate
purposes. We may in the future pursue amendments to the credit agreement governing the Revolver to provide for a transition mechanism or other reference
rate in anticipation of LIBOR’s discontinuation, but we may not be able to reach agreement with our lenders on any such amendments. As a result, additional
financing to replace any of our LIBOR-based debt may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.
We may require additional capital to meet our financial obligations and support business growth, and this capital may not be available on acceptable terms
or at all.
Based on our current plans and market conditions, we believe that cash flows generated from our operations and borrowing capacity under the
Revolver will be sufficient to satisfy our anticipated cash requirements in the ordinary course of business for the foreseeable future. However, we intend to
continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need
to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and
technologies. Accordingly, we may need to engage in equity or debt financings in addition to our Revolver to secure additional funds. If we raise additional
funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities
we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we secure in the future
could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us
to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms
favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to
support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.
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Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future
performance.
Our results of operations can fluctuate due to seasonal trends and other factors. Player activity is generally slower in the second and third quarters of
the year, particularly during the summer months. Certain other seasonal trends and factors that may cause our results to fluctuate include:
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the geographies where we operate;
holiday and vacation seasons;
climate and weather;
economic and political conditions, including conditions related to the continuing impact of the COVID-19 pandemic and government measures to
mitigate its effects; and
timing of the release of new games.
In light of the foregoing, results for any quarter are not necessarily indicative of the results that may be achieved in another quarter or for the full fiscal
year. We cannot assure that the seasonal trends and other factors that have impacted our historical results will repeat in future periods as we cannot influence or
forecast many of these factors.
We rely on skilled employees with creative and technical backgrounds.
We rely on our highly skilled, technically trained and creative employees to develop new technologies and create innovative games. Such employees,
particularly game designers, engineers and project managers with desirable skill sets are in high demand, and we devote significant resources to identifying,
hiring, training, successfully integrating and retaining these employees. Additionally, 2021 was marked by a labor shortage that made, and continues to make,
hiring and retaining skilled employees to support our games highly competitive. A lack of skilled technical workers could delay or negatively impact our
business plans, ability to compete, results of operations, cash flows and financial condition. We employ personnel internationally, particularly in game
development operations in Israel and Ukraine, and are subject to additional risks customarily associated with foreign operations, such as labor and employment
related risks, risks related to political or regional instability and national security risks. For example, on February 24, 2022, Russia invaded Ukraine, which has
disrupted our ability to rely on our skilled technical consultants in Ukraine, and further disruptions may continue. Such risks and disruptions may negatively
impact our results of operations, cash flows and financial condition. See also “Our foreign operations expose us to business and legal risks” in Part I, Item 1A.
Risks Related to Our Technology
We rely on the ability to use the intellectual property rights of Scientific Games and other third parties, including the third-party intellectual property rights
licensed to Scientific Games that we have enjoyed as an indirect subsidiary of Scientific Games, and we may lose the benefit of any intellectual property
owned by or licensed to Scientific Games if it ceases to hold certain minimum percentages of the voting power in our company.
Substantially all of our games rely on products, technologies and other intellectual property that are licensed from Scientific Games and other third
parties. Since September 2016, we have been party to an intercompany license agreement with Scientific Games pursuant to which we receive the right to use
certain patents, brands, trademarks and other intellectual property owned by or licensed to Scientific Games. In addition, as an indirect subsidiary of Scientific
Games, we benefit from intellectual property licensed to Scientific Games for the benefit of it and its subsidiaries. Under the IP License Agreement and as a
subsidiary of Scientific Games, we expect, but cannot guarantee, that we will be able to continue to receive those rights on favorable or reasonable terms, and
licensors may have approval rights over any future sublicenses by Scientific Games. The IP License Agreement has a change of control provision that requires
SG Gaming’s consent, not to be unreasonably withheld, in the event of changes of control of our company that are not initiated by Scientific Games. SG
Gaming could reasonably withhold its consent, and therefore have the right to terminate the IP License Agreement, if, for example, a competitor of Scientific
Games were to acquire more than 50% of the voting power in our company. If SG Gaming were to exercise this termination right, we would lose the benefit of
any intellectual property licensed to us under the IP License Agreement, which is essential to our business, including any intellectual property that we develop,
to the extent it is an improvement, enhancement, modification, or derivative work of any intellectual property licensed to us under the IP License Agreement.
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Any transaction that results in Scientific Games ceasing to hold at least 50% of the voting power in our company will be considered a change of
control transaction requiring SG Gaming’s consent, except for: (i) transactions initiated by Scientific Games, or (ii) decreases in voting power resulting from
(a) Scientific Games selling any ownership interests in our company, either privately or through additional public offerings, or (b) any future issuance of
additional shares of our capital stock. In addition, our rights to any third-party intellectual property licensed to SG Gaming or its affiliates and sublicensed to us
under the IP License Agreement are subject to any change of control provisions in the applicable third-party license.
Further, even absent termination of the IP License Agreement, if Scientific Games ceases to hold at least 50% of the voting power in our company, or
such other percentage as may be required by a specific third-party license between the applicable third party and Scientific Games, we may also lose the benefit
of any intellectual property licensed to Scientific Games for the benefit of it or its subsidiaries. We have little control over future amendments or renewals of
third-party licenses to which we are not a party, and such amendments and renewals may affect the ability of Scientific Games to sublicense such third-party
intellectual property rights to us, or our ability to benefit directly from such intellectual property without a sublicense as a subsidiary of Scientific Games.
The future success of our business will depend, in part, on our ability to obtain, retain or expand licenses for technologies and services in a
competitive market. We cannot assure that these third-party licenses, including the IP License Agreement, or support for such licensed technologies and
services, will continue to be available to us on commercially reasonable terms, if at all. In the event that we lose the benefit of, or cannot renew and/or expand
existing licenses, we may be required to discontinue or limit our use of the technologies and services that include or incorporate the licensed intellectual
property. In addition, while we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to the IP License Agreement, if
required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.
Some of our license agreements contain minimum guaranteed royalty payments to the third party, and other agreements are sublicenses where such
payment obligations are passed on to us by the sublicensor, including under the IP License Agreement. If we are unable to generate sufficient revenue to offset
the minimum guaranteed royalty payments, it could have a material adverse effect on our results of operations, cash flows and financial condition. Our license
agreements, including both direct licenses and sublicensing arrangements, typically contain customary restrictions on our ability to use or transfer the licensed
rights, including in connection with certain strategic transactions, such as a change of control of the licensee. Although we believe that we are complying with
our obligations under these license agreements and do not believe them to be in jeopardy of being terminated, we cannot assure that any or all of these license
agreements in fact will remain in effect. Under certain of these agreements, the licensor has the right to audit our use of their intellectual property. Disputes
with licensors over uses or terms could result in the payment of additional royalties or penalties by us, cancellation or non-renewal of the underlying license or
litigation.
Our business depends on the protection of our proprietary information and our owned and licensed intellectual property.
We believe that our success depends, in part, on protecting our owned and licensed intellectual property in the U.S. and in foreign countries. Our
intellectual property includes certain trademarks and copyrights relating to our games, and proprietary or confidential information that is not subject to formal
intellectual property protection. Intellectual property that is significant to our business is owned by Scientific Games and other third parties. Our success may
depend, in part, on our and our licensors’ ability to protect the trademarks, trade dress, names, logos or symbols under which we market our games and to
obtain and maintain patent, copyright and other intellectual property protection for the technologies, designs, software and innovations used in our games and
our business. We cannot assure that we will be able to build and maintain consumer value in our trademarks, copyrights or other intellectual property protection
in our technologies, designs, software and innovations or that any patent, trademark, copyright or other intellectual property right will provide us with
competitive advantages.
We also rely on trade secrets and proprietary knowledge. We enter into confidentiality agreements with our employees and independent contractors
regarding our trade secrets and proprietary information, but we cannot assure that the obligation to maintain the confidentiality of our trade secrets and
proprietary information will be honored.
In the future we may make claims of infringement against third parties, or make claims that third-party intellectual property rights are invalid or
unenforceable. These claims could:
•
cause us to incur greater costs and expenses in the protection of our intellectual property;
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•
•
potentially negatively impact our intellectual property rights, for example, by causing one or more of our intellectual property rights to be ruled or
rendered unenforceable or invalid; or
divert management’s attention and our resources.
The intellectual property rights of others may prevent us from developing new games, entering new markets or may expose us to liability or costly
litigation.
Our success depends in part on our ability to continually adapt our games to incorporate new technologies and to expand into markets that may be
created by new technologies. If technologies are protected by the intellectual property rights of our competitors or other third parties, we may be prevented
from introducing games based on these technologies or expanding into markets created by these technologies.
We cannot assure that our business activities and games will not infringe upon the proprietary rights of others, or that other parties will not assert
infringement claims against us. A successful claim of infringement by a third party against us, our games or one of our licensees in connection with the use of
our technologies, or an unsuccessful claim of infringement made by us against a third party or its products or games, could adversely affect our business or
cause us financial harm. Any such claim and any resulting litigation, should it occur, could:
•
•
•
•
•
•
•
be expensive and time-consuming to defend or require us to pay significant amounts in damages;
result in invalidation of our proprietary rights or render our proprietary rights unenforceable;
cause us to cease making, licensing or using games that incorporate the intellectual property;
require us to redesign, reengineer or rebrand our games or limit our ability to bring new games to the market in the future;
require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to use a product or process;
impact the commercial viability of the games that are the subject of the claim during the pendency of such claim; or
require us to stop selling the infringing games.
Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information or
the information of our players and expose us to liability, which would cause our business and reputation to suffer.
We believe that our success depends, in large part, on providing secure games to our players. Our business sometimes involves the storage, processing
and transmission of players’ proprietary, confidential and personal information. We also maintain certain other proprietary and confidential information relating
to our business and personal information of our personnel. Our games and systems are designed with security features to prevent fraudulent activity. However,
we cannot guarantee that these security features will effectively stop all fraudulent activity. Despite our security measures, our games are vulnerable to attacks
by hackers, players, vendors or employees or breached due to malfeasance or other disruptions. Any security breach or incident that we experience could result
in unauthorized access to, misuse of, or unauthorized acquisition of our or our players’ data, the loss, corruption or alteration of this data, interruptions in our
operations, or damage to our computers or systems or those of our players or third-party platforms. Any of these could expose us to claims, litigation, fines and
potential liability.
An increasing number of online services have disclosed security breaches, some of which have involved sophisticated and highly targeted attacks on
portions of their services. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and
often are not foreseeable or recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures. If an actual or perceived breach of our security occurs, public perception of the effectiveness of our security measures and brand could be harmed,
and we could lose players. Data security breaches and other data security incidents may also result from non-technical means, for example, actions by
employees or contractors. Any compromise of our security could result in a violation of applicable privacy and other laws, regulatory or other governmental
investigations, enforcement actions, and
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legal and financial exposure, including potential contractual liability that is not always limited to the amounts covered by our insurance. Any such compromise
could also result in damage to our reputation and a loss of confidence in our security measures. Any of these effects could have a material adverse impact on
our results of operations, cash flows and financial condition.
Our ability to prevent anomalies and monitor and ensure the quality and integrity of our games and software is periodically reviewed and enhanced,
but may not be sufficient to prevent future attacks, breaches or disruptions. Similarly, we regularly assess the adequacy of our security systems, including the
security of our games and software to protect against any material loss to any of our players and the integrity of our games to players. However, we cannot
assure that our business will not be affected by a security breach.
If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs,
exposure to significant liability, reputational harm, regulatory fines or punishment and other negative consequences.
Our information technology systems and infrastructure are subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking,
employee error or malfeasance or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex
automated attacks. Threats to our information technology systems and infrastructure include:
•
•
•
experienced computer programmers and hackers who are able to penetrate our security controls and misappropriate or compromise sensitive personal,
proprietary or confidential information, create system disruptions or cause shutdowns or who are able to develop and deploy malicious software
programs that attack our systems or otherwise exploit any security vulnerabilities;
security incidents, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors or other similar events that
could negatively affect our systems and the data stored on those systems, and the data of our business partners;
third parties, such as hosted solution providers, that provide services to us are also a source of security risk in the event of a failure of their own
security systems and infrastructure.
The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber incident could be significant. Our
remediation efforts may not be successful and could result in interruptions, delays or cessation of service, and loss of existing or potential suppliers or players.
As threats related to cyber-attacks develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure, which
may impact our results of operations. Although we have insurance coverage for protecting against damages resulting from cyber-attacks, it may not be
sufficient to cover all possible claims, and we may suffer losses that could have a material adverse effect on our business. We could also be negatively
impacted by existing and proposed U.S. and non-U.S. laws and regulations, and government policies and practices related to cybersecurity, data privacy, data
localization and data protection.
In addition, the platforms on which we distribute games may encourage, or require, compliance with certain security standards, such as the voluntary
cybersecurity framework released by the National Institute of Standards and Technology (NIST), which consists of controls designed to identify and manage
cyber-security risks, and we could be negatively impacted to the extent we are unable to comply with such standards.
We rely on information technology and other systems, and any failures in our systems or errors, defects or disruptions in our games could diminish our
brand and reputation, subject us to liability and could disrupt our business and adversely impact our results.
We rely on information technology systems that are important to the operation of our business, some of which are managed by third parties. These
third parties are typically under no obligation to renew agreements and there is no guarantee that we will be able to renew these agreements on commercially
reasonable terms, or at all. These systems are used to process, transmit and store electronic information, to manage and support our business operations and to
maintain internal control over our financial reporting. In addition, we collect and store certain data, including proprietary business information, and may have
access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, and regulations. We could encounter
difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches. Among other things, our systems are
susceptible to damage, outages, disruptions or shutdowns due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, denial of service attacks
and similar
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events. Failures in our systems or unauthorized access to or tampering with our systems and databases could have a material adverse effect on our business,
reputation, results of operations, cash flows and financial condition. Any failures in our computer systems or telecommunications services could affect our
ability to operate our games or otherwise conduct business.
A meaningful portion of our game traffic is hosted by third-party data centers, such as Amazon Web Services. Such third parties provide us with
computing and storage capacity, and are under no obligation to renew the agreements related to these services with us on commercially reasonable terms or at
all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to
transfer our servers and other infrastructure to new data center facilities and we may incur significant costs and possible lengthy service interruptions in
connection with doing so, potentially causing harm to our reputation. If a game is unavailable or operates more slowly than anticipated when a player attempts
to access it, that player may stop playing the game and be less likely to return to the game.
Portions of our information technology infrastructure, including those operated by third parties, may experience interruptions, delays or cessations of
service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in
implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive and resource-
intensive. We have no control over third parties that provide services to us and those parties could suffer problems or make decisions adverse to our business.
We have contingency plans in place to prevent or mitigate the impact of these events. However, such disruptions could materially and adversely impact our
ability to deliver games to players and interrupt other processes. If our information systems do not allow us to transmit accurate information, even for a short
period of time, to key decision-makers, the ability to manage our business could be disrupted and our results of operations, cash flows and financial condition
could be materially and adversely affected. Failure to properly or adequately address these issues could impact our ability to perform necessary business
operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.
Substantially all of our games rely on data transferred over the internet. Access to the internet in a timely fashion is necessary to provide a satisfactory
player experience to the players of our games. Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of
our data transmissions, with or without reason, causing an adverse impact on our player experience that may materially and adversely affect our reputation,
competitive position, results of operations, cash flows and financial condition. In addition, telecommunications companies may implement certain measures,
such as increased cost or restrictions based on the type or amount of data transmitted, that would impact consumers’ ability to access our games, which could
materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition. Furthermore, internet penetration
may be adversely affected by difficult global economic conditions or the cancellation of government programs to expand broadband access.
Our games and other software applications and systems, and the third-party platforms upon which they are made available could contain undetected
errors.
Our games and other software applications and systems, as well as the third-party platforms upon which they are made available, could contain
undetected errors that could adversely affect the performance of our games. For example, these errors could prevent the player from making in-app purchases
of coins, chips or cards, which could harm our operating results. They could also harm the overall game-playing experience for our players, which could cause
players to reduce their playing time or in-game purchases, discontinue playing our games altogether, or not recommend our games to other players. Such errors
could also result in our games being non-compliant with applicable laws or create legal liability for us.
Resolving such errors could disrupt our operations, cause us to divert resources from other projects, or harm our operating results.
Some of our players may obtain coins, chips or cards used in, or otherwise alter the intended game play of, our games through hacking or other
unauthorized methods, resulting in a negative impact to our revenue.
Unauthorized operators may develop “hacks” that enable players to alter the intended game play or obtain unfair advantages in our games. For
example, although we do not permit the exchange of coins, chips or cards between accounts or with third parties, it is possible that unauthorized operators
could offer “hacks” that allow players to obtain coins, chips or cards through unauthorized methods, potentially having a negative impact on the amount of
revenue we collect from players. We could change our business model and allow authorized trading in the future, which could result in additional
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opportunities for players to obtain coins, chips or cards for use in our games through unauthorized methods.
Additionally, unrelated third parties may attempt to scam our players with fake offers for coins, chips or cards or other game benefits. These scams
may harm the experience of our players, disrupt the virtual economies of our games and reduce the demand for coins, chips or cards, which may result in
increased costs to combat such programs and scams, a loss of revenue from the sale of coins, chips or cards and a loss of players.
Risks Related to Legal and Regulatory Factors
Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations.
There is significant opposition in some jurisdictions to interactive social gaming, including social casino gaming. Some states or countries have anti-
gaming groups that specifically target social casino games. Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory
framework to govern interactive social gaming or social casino gaming specifically. These 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, all of which could
have an adverse effect on our results of operations, cash flows and financial condition. We cannot predict the likelihood, timing, scope or terms of any such
legislation or regulation or the extent to which they may affect our business.
In 2018, the United States Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors should be
considered illegal gambling under Washington state law. Similar lawsuits have been filed against other defendants, including Scientific Games. For example, in
April 2018, a putative class action lawsuit was filed in federal district court alleging substantially the same causes of action against our social casino games. In
December 2018, the federal district court assigned to the litigation denied Scientific Games’ motion to dismiss the plaintiff’s complaint and, in January 2019,
Scientific Games filed its answer and affirmative defenses to the putative class action complaint. In November 2021, Scientific Games entered into an
agreement in principle to settle the lawsuit for the amount of $24.5 million. In December 2021, the district court granted a joint motion to stay appellate
proceedings until final approval by the district court of the parties’ settlement. See “Legal proceedings may materially adversely affect our business and our
results of operations, cash flows and financial condition” and Note 11.
In September 2018, sixteen international gambling regulators, including from Washington State, signed a declaration expressing concern over the
blurring of lines between gambling and video game products, including social casino gaming. The regulators analyzed the characteristics of video games and
social gaming and the U.K. Parliament published a report on their findings in September 2019. The report addressed the regulators’ findings as to the potential
psychosocial and financial harms of immersive technology, the potential usefulness of pattern-of-play data in understanding healthy gameplay and supporting
responsible game design. The report found that any gambling-related harms of such games should be addressed through Internet safety legislation. In
December 2020, the U.K. Government Department for Digital, Culture, Media and Sports announced a review of the U.K. Gambling Act. As this report and
review are from U.K. authorities, we cannot predict the likelihood, timing, scope or terms of any actions taken as a result.
In May 2019, the World Health Organization adopted a new edition of its International Classification of Diseases, which lists gaming addiction as a
disorder. The American Psychiatric Association (“APA”) and U.S. regulators have yet to decide whether gaming addiction should be considered a behavioral
disorder, but the APA has noted that research and the debate on its classification are ongoing. Certain countries, including China and South Korea, have
enacted regulations, such as imposing both gaming curfews and spending limits for minors, and established treatment programs aimed at addressing gaming
addiction. We cannot predict the likelihood, timing, scope or terms of any similar regulations in the markets in which we operate, or the extent to which
implementation of such regulations may adversely affect our reputation and business.
Consumer protection and health concerns regarding games such as ours have been raised in the past and may again be raised in the future. Such
concerns could lead to increased scrutiny over the manner in which our games are designed, developed, distributed and presented. We cannot predict the
likelihood, timing or scope of any concern reaching a level that will impact our business, or whether we would suffer any adverse impacts to our results of
operations, cash flows and financial condition.
We may share part of the regulatory burdens of our parent, Scientific Games.
The majority of our voting power is held by wholly owned subsidiaries of Scientific Games, and we entered into the Intercompany Services
Agreement, the IP License Agreement, the Registration Rights Agreement and the TRA with one or more of Scientific Games and its affiliates. Scientific
Games and its affiliates hold many privileged licenses in jurisdictions
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around the world, allowing them to operate as gambling equipment and service suppliers. Regulators that issue such licenses have broad investigative powers
and could ask for information from our majority stockholder, the entities from which we license intellectual property and their affiliates. Scientific Games and
its affiliates, including SciPlay Parent LLC and its subsidiaries, will be obligated to cooperate with the investigations of such regulators. Such licenses may
limit the operations and activities of subsidiaries and affiliates of Scientific Games, including SciPlay Parent LLC and its subsidiaries.
Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to
possible sanctions and other penalties.
We collect, process, store, use and share data, some of which contains personal information. Our business is therefore subject to a number of federal,
state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission, sharing
and protection of personal information and other consumer data. Such laws and regulations may be inconsistent among states, countries or between states and
countries or conflict with other rules. In particular, the European Union, or EU, has adopted strict data privacy and security regulations. Following certain
developments in the EU, including the EU’s General Data Protection Regulation (“GDPR”), data privacy and security compliance in the EU are increasingly
complex and challenging. The GDPR created new compliance obligations applicable to our business and some of our players and imposed increased financial
penalties for noncompliance (including possible fines of up to four percent of global annual revenue for the preceding financial year or €20 million (whichever
is higher) for the most serious violations). Compliance with the GDPR and similar regulations increases our operational costs and can impact operational
efficiencies.
The scope of data privacy and security regulations worldwide continues to evolve, and we believe that the adoption of increasingly restrictive
regulations in this area is likely within the U.S. and other jurisdictions. For example, the California Consumer Privacy Act (“CCPA”) went into effect on
January 1, 2020. This law, among other things, requires new disclosures to California consumers, imposes new rules for collecting or using information about
minors, and affords consumers new abilities to opt out of certain disclosures of personal information. It remains unclear how courts will interpret the CCPA.
The U.S. Congress may also pass a law to preempt all or part of the CCPA. Further, California recently passed the California Privacy Rights Act, or CPRA,
which amends the CCPA to provide more comprehensive privacy protections to consumers once it becomes effective in January 2023. The effects of the CCPA
and CPRA may be significant and the CCPA required us to update our policies to include CCPA specific clauses and procedures. Similarly, in March 2021,
Virginia enacted the Virginia Consumer Data Protection Act, which provides Virginia residents with certain rights regarding their data and obligates data
controllers to implement regular assessments evaluating the risks of processing personal and sensitive data. A number of other proposals related to data privacy
or security are pending before federal, state, and foreign legislative and regulatory bodies. For example, the European Union is contemplating the adoption of
the Regulation on Privacy and Electronic Communications (ePrivacy Regulation) that would govern data privacy and the protection of personal data in
electronic communications, in particular for direct marketing purposes. Efforts to comply with these and other data privacy and security restrictions that may
be enacted has required us to modify our data processing practices and policies and could cause us to further modify our practices and policies in the future and
may increase the cost of our operations. Failure to comply with such restrictions could subject us to criminal and civil sanctions and other penalties. In part due
to the uncertainty of the legal climate, complying with regulations, and any applicable rules or guidance from self-regulatory organizations relating to privacy,
data protection, information security and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may
compromise our growth strategy, adversely affect our ability to attract or retain players, and otherwise adversely affect our business, financial condition and
operating results.
Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or other third parties, or
any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or
enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause
our players to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other
burdens imposed by, the laws, regulations, and policies that are applicable to us may limit the adoption and use of, and reduce the overall demand for, our
games. Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our players’ data at risk, could
result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against us by consumer advocacy groups or others
and could result in significant liability, cause our players to lose trust in us and otherwise materially and adversely affect our reputation and business. Further,
public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or
operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory
requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.
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Our foreign operations expose us to business and legal risks.
We generate a portion of our revenue from operations outside of the U.S. For the years ended December 31, 2021, 2020 and 2019, we derived
approximately 14.9%, 14.8% and 15.1%, respectively, of our revenue from sales to players outside of the U.S. We also have significant operations, including
game development operations, in Israel.
Our operations in foreign jurisdictions may subject us to additional risks customarily associated with such operations, including: the complexity of
foreign laws, regulations and markets; the uncertainty of enforcement of remedies in foreign jurisdictions; the effect of currency exchange rate fluctuations; the
impact of foreign labor laws and disputes; the ability to attract and retain key personnel in foreign jurisdictions; the economic, tax and regulatory policies of
local governments; compliance with applicable anti-money laundering, anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act and
other anti-corruption laws that generally prohibit U.S. persons and companies and their agents from offering, promising, authorizing or making improper
payments to foreign government officials for the purpose of obtaining or retaining business; and compliance with applicable sanctions regimes regarding
dealings with certain persons or countries. Certain of these laws also contain provisions that require accurate record keeping and further require companies to
devise and maintain an adequate system of internal accounting controls.
Although we have policies and controls in place that are designed to ensure compliance with these laws, if those controls are ineffective or an
employee or intermediary fails to comply with the applicable regulations, we may be subject to criminal and civil sanctions and other penalties. Any such
violation could disrupt our business and adversely affect our reputation, results of operations, cash flows and financial condition. In addition, our international
business operations could be interrupted and negatively affected by terrorist activity, political unrest or other economic or political uncertainties. Moreover,
foreign jurisdictions could impose tariffs, quotas, trade barriers and other similar restrictions on our international sales.
Further, our ability to expand successfully in foreign jurisdictions involves other risks, including difficulties in integrating foreign operations, risks
associated with entering jurisdictions in which we may have little experience and the day-to-day management of a growing and increasingly geographically
diverse company. We may not realize the operating efficiencies, competitive advantages or financial results that we anticipate from our investments in foreign
jurisdictions.
Risks Related to Our Relationship with Scientific Games
Scientific Games controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from
influencing significant decisions.
Scientific Games, through its indirect wholly owned subsidiaries, the SG Members, controls shares representing a majority of our combined voting
power. The SG Members own all of our outstanding Class B common stock, which represents 80.8% of our total outstanding shares of common stock and
97.7% of the combined voting power of both classes of our outstanding common stock. On all matters submitted to a vote of our stockholders, our Class B
common stock entitles its owners to ten votes per share (for so long as the number of shares of our common stock beneficially owned by the SG Members and
their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share), and our Class A common stock entitles
its owners to one vote per share. As long as Scientific Games continues to control shares representing a majority of our combined voting power, it will
generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election of directors (unless supermajority
approval of such matter is required by applicable law). Even if Scientific Games were to control less than a majority of our combined voting power, it may be
able to influence the outcome of corporate actions so long as it owns a significant portion of our combined voting power. If Scientific Games does not cause the
SG Members to dispose of their shares of our common stock, Scientific Games could retain control over us for an extended period of time or indefinitely.
Investors will not be able to affect the outcome of any stockholder vote while Scientific Games controls the majority of our combined voting power
(or, in the case of removal of directors, two-thirds of our combined voting power). Due to its ownership and rights under our articles of incorporation and our
bylaws, Scientific Games is able to control, indirectly through the SG Members and subject to applicable law, the composition of our board of directors, which
in turn is able to control all matters affecting us, including, among other things:
•
•
any determination with respect to our business direction and policies, including the appointment and removal of officers and, in the event of a vacancy
on our board of directors, additional or replacement directors;
any determinations with respect to mergers, business combinations or disposition of assets;
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•
•
•
•
•
•
•
•
determination of our management policies;
determination of the composition of the committees on our board of directors;
our financing policy;
our compensation and benefit programs and other human resources policy decisions;
termination of, changes to or determinations under our agreements with Scientific Games;
changes to any other agreements that may adversely affect us;
the payment of dividends on our Class A common stock; and
determinations with respect to our tax returns.
Because Scientific Games’ interests may differ from ours or from those of our other stockholders, actions that Scientific Games takes with respect to
us, as our controlling stockholder, may not be favorable to us or our other stockholders.
If Scientific Games causes the SG Members to sell a controlling interest in our company to a third party in a private transaction, holders of our Class A
common stock may not realize any change-of-control premium on shares of our Class A common stock, and we may become subject to the control of a
presently unknown third party.
Scientific Games, through its indirect wholly owned subsidiaries, the SG Members, holds approximately 97.7% of our combined voting power.
Scientific Games has the ability, should it choose to do so, to cause the SG Members to sell some or all of their shares of our common stock and the LLC
Interests the SG Members hold in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company. See Note 1
for additional information.
The ability of Scientific Games to cause the SG Members to privately sell their shares of our common stock and the LLC Interests the SG Members
hold, with no requirement for a concurrent offer to be made to acquire all of our shares that will be publicly traded hereafter, could prevent our stockholders
from realizing any change-of- control premium on our stockholders’ shares of our common stock that may otherwise accrue to Scientific Games on its private
sale of our common stock and the LLC Interests it holds. Additionally, if Scientific Games causes the SG Members to privately sell shares representing a
significant portion of our common stock, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of
interest with those of other stockholders. In addition, if Scientific Games causes the SG Members to sell a controlling interest in our company to a third party,
any debt financing (including the Revolver) we secure in the future may be subject to acceleration, Scientific Games may terminate the Intercompany Services
Agreement, the IP License Agreement and other arrangements, and our other relationships and agreements, including our license agreements, could be
impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of
operations, cash flows and financial condition.
Scientific Games’ interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Scientific Games and us could
be resolved in a manner unfavorable to us and our public stockholders.
Various conflicts of interest between us and Scientific Games exist and could arise. See Note 10 for additional information. Ownership interests of
directors or officers of Scientific Games in our common stock and ownership interests of our directors and officers in the stock of Scientific Games, or a
person’s service either as a director or officer of both companies, could create or appear to create conflicts of interest when those directors and officers are
faced with decisions relating to our company. These decisions could include:
•
•
corporate opportunities;
the impact that operating decisions for our business may have on Scientific Games’ consolidated financial statements;
28
•
•
•
•
•
differences in tax positions between Scientific Games and us, especially in light of the TRA (see “Risks Related to Our Organizational Structure and
the TRA”);
the impact that operating or capital decisions (including the incurrence of indebtedness) for our business may have on Scientific Games’ current or
future indebtedness or the covenants under that indebtedness;
future, potential commercial arrangements between Scientific Games and us or between Scientific Games and third parties;
business combinations involving us;
our dividend policy;
• management stock ownership; and
•
the intercompany agreements between Scientific Games and us.
Furthermore, disputes may arise between Scientific Games and us relating to our past and ongoing relationship and these conflicts of interest may
make it more difficult for us to favorably resolve such disputes, including those related to:
•
•
•
•
tax, employee benefits, indemnification and other matters arising from the IPO;
the nature, quality and pricing of services Scientific Games agrees to provide to us;
sales or other disposals by the SG Members of all or a portion of their ownership interests in SciPlay Parent LLC or us; and
business combinations involving us.
We may not be able to resolve any conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated
party. While we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to our agreements with Scientific Games, if
required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.
Scientific Games’ announced decision to withdraw its offer to acquire our public shares not already owned by Scientific Games may subject us to risks and
uncertainties.
On July 15, 2021, Scientific Games submitted a proposal to our board of directors to acquire the remaining 19% equity interest in SciPlay Corporation
that Scientific Games does not currently own in an all-stock transaction, following which we would have become a wholly-owned subsidiary of Scientific
Games. The transaction was subject to the negotiation and execution of a mutually acceptable merger agreement with a special committee of our board of
directors. On December 22, 2021, Scientific Games withdrew its offer.
Scientific Games’ withdrawal of its offer exposes us to a number of risks and uncertainties, including negative publicity, harm to our reputation with
our customers and vendors, a negative impression of SciPlay Corporation in the investment and financial communities, as well as potential litigation against
SciPlay Corporation or its directors and officers over the withdrawn offer and the consequences of that. Any of these factors could disrupt our business and
could have a material adverse effect on our business, financial condition, results of operations, cash flows or stock price.
Certain of our directors and executive officers may have actual or potential conflicts of interest because of their positions with Scientific Games.
Barry L. Cottle is the Executive Chairman of our board of directors and also serves as President and Chief Executive Officer at Scientific Games. Mr.
Cottle’s holdings of Scientific Games common stock, options to purchase Scientific Games common stock or other equity awards may be significant for him
compared to his total assets. His position at Scientific Games and the ownership of any Scientific Games equity or equity awards creates, or may create the
appearance of, conflicts
29
of interest when he is faced with decisions that could have different implications for Scientific Games than the decisions have for us.
Our articles of incorporation limit Scientific Games’ and its directors’ and officers’ liability to us or our stockholders for breach of fiduciary duty and
could also prevent us from benefiting from corporate opportunities that might otherwise have been available to us.
Our articles of incorporation provide that, subject to any contractual provision to the contrary, Scientific Games has no obligation to refrain from:
•
•
•
engaging in the same or similar business activities or lines of business as we do;
doing business with any of our clients, consumers, vendors or lessors;
employing or otherwise engaging any of our officers or employees; or
• making investments in any property in which we may make investments.
Under our articles of incorporation, neither Scientific Games nor any officer or director of Scientific Games, except as provided in our articles of
incorporation, is liable to us or to our stockholders for breach of any fiduciary duty by reason of any of these activities.
Additionally, our articles of incorporation include a “corporate opportunity” provision in which we renounce any interests or expectancy in corporate
opportunities which become known to (i) any of our directors or officers who are also directors, officers, employees or other affiliates of Scientific Games or
its affiliates (except that we and our subsidiaries shall not be deemed affiliates of Scientific Games or its affiliates for the purposes of the provision), or dual
persons, or (ii) Scientific Games itself, and which relate to the business of Scientific Games or may constitute a corporate opportunity for both Scientific
Games and us. Generally, neither Scientific Games nor our directors or officers who are also dual persons is liable to us or our stockholders for breach of any
fiduciary duty by reason of the fact that any such person pursues or acquires any corporate opportunity for the account of Scientific Games or its affiliates,
directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to Scientific Games or its affiliates, or does not communicate information
regarding such corporate opportunity to us. The corporate opportunity provision may exacerbate conflicts of interest between Scientific Games and us because
the provision effectively permits one of our directors or officers who also serves as a director, officer, employee or other affiliate of Scientific Games to choose
to direct a corporate opportunity to Scientific Games instead of us.
Scientific Games is not restricted from competing with us in the social gaming business, including as a result of acquiring a company that operates a
social gaming business. Due to the significant resources of Scientific Games, including its intellectual property (all of which Scientific Games will retain and
certain of which it licenses to us under the IP License Agreement), financial resources, name recognition and know-how resulting from the previous
management of our business, Scientific Games could have a significant competitive advantage over us should it decide to utilize these resources to engage in
the type of business we conduct, which may cause our operating results and financial condition to be materially adversely affected.
Third parties may seek to hold us responsible for liabilities of Scientific Games, and we may share responsibility for liabilities for which third parties hold
Scientific Games responsible, both of which could result in a decrease in our income.
Third parties may seek to hold us responsible for Scientific Games’ liabilities, and we may share responsibility for liabilities attributed to Scientific
Games. If those liabilities are significant and we are ultimately held liable for them, we cannot assure that we will be able to recover the full amount of our
losses from Scientific Games. In November 2021, Scientific Games entered into an agreement in principle to settle a previously disclosed lawsuit from 2018
brought in Washington State related to Scientific Games’ online social casino games. Given that the matter related to our games as a legacy business within
Scientific Games, we agreed to pay the settlement amount of $24.5 million. Similar situations may occur in the future.
We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, qualify for, and rely on, exemptions from certain corporate
governance requirements.
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Scientific Games controls a majority of our combined voting power. As a result, we are a “controlled company” within the meaning of the corporate
governance standards of the NASDAQ rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group
or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
•
•
•
the requirement that a majority of its board of directors consist of independent directors;
the requirement that its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations
committee that is comprised entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations
process; and
the requirement that it have a compensation committee that is composed entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities.
As a “controlled company”, our stockholders do not have the same protections afforded to stockholders of companies that are subject to all of the
corporate governance requirements of the NASDAQ rules. We may choose to rely on additional exemptions in the future so long as we qualify as a “controlled
company”.
We may not achieve some or all of the anticipated benefits of being a standalone public company.
We may not be able to achieve all of the anticipated strategic and financial benefits expected as a result of being a standalone public company, or such
benefits may be delayed or not occur at all. These anticipated benefits include the following:
•
•
•
•
•
allowing investors to evaluate the distinct merits, performance and future prospects of our business, independent of Scientific Games’ other
businesses;
improving our strategic and operational flexibility and increasing management focus as we continue to implement our strategic plan and allowing us
to respond more effectively to different player needs and the competitive environment for our business;
allowing us to adopt a capital structure better suited to our financial profile and business needs, without competing for capital with Scientific Games’
other businesses;
creating an independent equity structure that will facilitate our ability to effect future acquisitions utilizing our capital stock; and
facilitating incentive compensation arrangements for employees more directly tied to the performance of our business, and enhancing employee hiring
and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives of
our business.
We may not achieve the anticipated benefits of being a standalone public company for a variety of reasons, and it could adversely affect our operating
results and financial condition.
We rely on our access to Scientific Games’ brands and reputation, some of Scientific Games’ relationships, and the brands and reputations of unaffiliated
third parties.
We believe the association with Scientific Games has contributed to our building relationships with our players due to its recognized brands and
products, as well as resources such as Scientific Games’ intellectual property and access to third parties’ intellectual property. Any perceived or actual loss of
Scientific Games’ scale, capital base and financial strength may prompt business partners to reprice, modify or terminate their relationships with us.
For more detail regarding our reliance on access to intellectual property owned by Scientific Games, see “We rely on the ability to use the intellectual
property rights of Scientific Games and other third parties, including the third-party intellectual property rights licensed to Scientific Games that we have
enjoyed as an indirect subsidiary of Scientific Games, and we may lose the benefit of any intellectual property owned by or licensed to Scientific Games if it
ceases to hold certain minimum percentages of the voting power in our company.”
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In addition, we believe that the success of certain of our games depends on the popularity of intellectual property or brands of third parties that are
incorporated into their player experience. For example, the success of our MONOPOLY® Slots game is based in part on the strength of the MONOPOLY™
brand, which is owned and managed by unaffiliated third parties. We cannot assure the continued popularity of any of the intellectual property or brands that
are incorporated into our games, and a loss of such popularity may result in decreased interest in our games.
The services that we receive from Scientific Games may not be sufficient for us to operate our business, and we would likely incur significant incremental
costs if we lost access to Scientific Games’ services.
We have obtained, and will need to continue to obtain, services from Scientific Games relating to many important corporate functions under an
intercompany services agreement. Our financial statements reflect charges for these services based on the intercompany services agreement we entered into in
September 2016. Many of these services are governed by the intercompany services agreement entered into in connection with the IPO (“Intercompany
Services Agreement”) with Scientific Games. Under the Intercompany Services Agreement, we are able to continue to use these Scientific Games services for
a fixed term established on a service-by-service basis. We generally have the right to terminate a service before its stated termination date if we give notice to
Scientific Games. Partial reduction in the provision of any service will require Scientific Games’ consent. In addition, either party is able to terminate the
Intercompany Services Agreement due to a material breach of the other party, upon prior written notice, subject to limited cure periods. We pay Scientific
Games mutually agreed-upon fees for these services, which is based on Scientific Games’ costs of providing the services.
If we lost access to the services provided to us by Scientific Games under the Intercompany Services Agreement, we would need to replicate or
replace certain functions, systems and infrastructure. We may also need to make investments or hire additional employees to operate without the same access to
Scientific Games’ existing operational and administrative infrastructure. These initiatives may be costly to implement. Due to the scope and complexity of the
underlying projects relative to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these
costs could be subject to change.
We may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to
those that we have received in the past and will continue to receive from Scientific Games under the Intercompany Services Agreement.
Additionally, if the Intercompany Services Agreement is terminated, we may be unable to sustain the services at the same levels or obtain the same
benefits as when we were receiving such services and benefits from Scientific Games. If we have to operate these functions separately, if we do not have our
own adequate systems and business functions in place or if we are unable to obtain them from other providers, we may not be able to operate our business
effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Scientific Games, which
may not be addressed in our Intercompany Services Agreement. The level of this informal support could diminish or be eliminated.
While we are controlled by Scientific Games, we may not have the leverage to negotiate amendments to our agreements with Scientific Games, if
required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.
Risks Related to Our Organizational Structure and the TRA
Our sole material asset is our interest in SciPlay Parent LLC, and, accordingly, we depend on distributions from SciPlay Parent LLC to pay our taxes and
expenses, including payments under the TRA. SciPlay Parent LLC’s ability to make such distributions have been and may be subject to various limitations
and restrictions.
We are a holding company and have no material assets other than our ownership of LLC Interests of SciPlay Parent LLC. As such, we have no
independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if
any, is dependent upon the financial results and cash flows of SciPlay Parent LLC and its subsidiaries and distributions we receive from SciPlay Parent LLC.
We cannot assure that our subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will
permit such distributions.
SciPlay Parent LLC is treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to any entity-level U.S.
federal income tax. Instead, taxable income is allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable
share of any net taxable income of SciPlay Parent LLC. Under the terms of the Operating Agreement, SciPlay Parent LLC is obligated to make tax
distributions to holders of LLC Interests,
32
including us. In addition to tax expenses, we also incur expenses related to our operations, including payments under the TRA, which we expect to be
substantial. We intend, as its sole manager, to cause SciPlay Parent LLC to make cash distributions to the owners of LLC Interests in an amount sufficient to (i)
fund all or part of such members’ tax obligations in respect of taxable income allocated to such members and (ii) cover our operating expenses, including
ordinary course payments under the TRA. However, SciPlay Parent LLC’s ability to make such distributions may be subject to various limitations and
restrictions, such as restrictions on distributions that would either violate any contract or agreement to which SciPlay Parent LLC is then a party, or any
applicable law, or that would have the effect of rendering SciPlay Parent LLC insolvent. Moreover, the terms governing the Revolver generally do not permit
SciPlay Parent LLC, as a guarantor of the Revolver, to make distributions sufficient to allow us to make early termination payments under the TRA. If we do
not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our
liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under
the TRA for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the TRA (including any accrued
and unpaid interest) within 30 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation
under the TRA, which will terminate the TRA and accelerate future payments thereunder, unless the applicable payment is not made because (i) we are
prohibited from making such payment under the terms of the TRA or the terms governing certain of our secured indebtedness or (ii) we do not have, and
cannot use commercially reasonable efforts to obtain, sufficient funds to make such payment. Any late payments will continue to accrue interest at one-month
LIBOR plus 500 basis points until such payments are made. It will also constitute a material breach of a material obligation under the TRA if we make a
distribution of cash or other property (other than shares of our Class A common stock) to our stockholders or use cash or other property to repurchase any of
our capital stock (including our Class A common stock), in each case while any outstanding payments under the TRA are unpaid. In addition, if SciPlay Parent
LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired.
The TRA with the SG Members requires us to make cash payments to the SG Members in respect of certain tax benefits to which we may become entitled,
and the payments we are required to make have been and will be substantial.
We are a party to the TRA with the SG Members and SciPlay Parent LLC. Under the TRA, we are required to make cash payments to the SG
Members equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) the increases in
the tax basis of assets of SciPlay Parent LLC (a) in connection with the IPO, including as a result of the Upfront License Payment, (b) resulting from any
redemptions or exchanges of LLC Interests by the SG Members pursuant to the Operating Agreement or (c) resulting from certain distributions (or deemed
distributions) by SciPlay Parent LLC and (2) certain other tax benefits related to our making of payments under the TRA. We expect that the amount of the
cash payments that we will be required to make under the TRA will be substantial. Any payments made by us to the SG Members under the TRA will
generally reduce the amount of cash that might have otherwise been available to us. In addition, we are obligated to use commercially reasonable efforts to
avoid entering into any agreements that could be reasonably anticipated to materially delay the timing of the making of any payments under the TRA, which
could limit our ability to pursue strategic transactions. Furthermore, our future obligations to make payments under the TRA could make us a less attractive
target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the TRA.
The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of redemptions or
exchanges by the SG Members, the amount of gain recognized by the SG Members, the amount and timing of the taxable income we generate, and the
applicable tax rates and laws. Such aggregate cash payments made to the SG Members during the years ended December 31, 2021 and 2020 were $3.8 million
and $2.5 million, respectively.
In certain cases, future payments under the TRA to the SG Members may be accelerated or significantly exceed the actual benefits we realize in respect of
the tax attributes subject to the TRA.
The TRA provides that if (i) we materially breach any of our material obligations under the TRA, including if we make any distribution of cash or
property (other than shares of our Class A common stock) to our stockholders or any repurchase of our capital stock (including our Class A common stock)
before all our payment obligations under the TRA have been satisfied for all prior taxable years, (ii) certain mergers, asset sales, other forms of business
combination or other changes of control (including under certain material indebtedness of SciPlay Parent LLC or its subsidiaries) were to occur, or (iii) we
elect an early termination of the TRA, then our future obligations, or our successor’s future obligations, under the TRA to make payments thereunder would
accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all
potential future tax benefits that are subject to the TRA, and an assumption that, as of the effective date of the acceleration, any SG Member that has LLC
Interests not yet
33
exchanged shall be deemed to have exchanged such LLC Interests on such date, even if we do not receive the corresponding tax benefits until a later date when
the LLC Interests are actually exchanged.
As a result of the foregoing, we would be required to make an immediate cash payment equal to the estimated present value of the anticipated future
tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits
and, therefore, we could be required to make payments under the TRA that are greater than the specified percentage of the actual tax benefits we ultimately
realize. In addition, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will accrue interest until paid. Our
failure to make any payment required under the TRA (including any accrued and unpaid interest) within 30 calendar days of the date on which the payment is
required to be made will constitute a material breach of a material obligation under the TRA, which will terminate the TRA and accelerate future payments
thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under the terms of the TRA or the terms
governing certain of our secured indebtedness or (ii) we do not have, and cannot use commercially reasonable efforts to obtain, sufficient funds to make such
payment. In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying,
deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We cannot assure that we will be able to
fund or finance our obligations under the TRA.
We will not be reimbursed for any payments made to the SG Members under the TRA in the event that any tax benefits are disallowed.
Payments under the TRA are based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or part of
the tax basis increases, as well as other related tax positions we take, and a court could sustain any such challenge. Our ability to settle or to forgo contesting
such challenges may be restricted by the rights of the SG Members pursuant to the TRA, and such restrictions apply for as long as the TRA remains in effect.
In addition, we will not be reimbursed for any cash payments previously made to the SG Members under the TRA in the event that any tax benefits initially
claimed by us and for which payment has been made to the SG Members are subsequently challenged by a taxing authority and are ultimately disallowed.
Instead, any excess cash payments made by us to the SG Members will be netted against any future cash payments that we might otherwise be required to
make to the SG Members under the terms of the TRA. However, we might not determine that we have effectively made an excess cash payment to the SG
Members for a number of years following the initial time of such payment. As a result, payments could be made under the TRA in excess of the tax savings
that we realize in respect of the tax attributes with respect to the SG Members that are the subject of the TRA.
If we were deemed to be an investment company under the Investment Company Act of 1940 as a result of our ownership of SciPlay Parent LLC,
applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940, as amended (the “1940 Act”), a company generally will be deemed to be
an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the
business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or
trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.
government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of
those sections of the 1940 Act.
As the sole manager of SciPlay Parent LLC, we control SciPlay Parent LLC. On that basis, we believe that our interest in SciPlay Parent LLC is not
an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of SciPlay Parent LLC, our
interest in SciPlay Parent LLC could be deemed an “investment security” for purposes of the 1940 Act.
We and SciPlay Parent LLC intend to conduct our operations so that we are not be deemed an investment company. However, if we were to be
deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates,
could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
Risks Related to Ownership of Our Class A Common Stock
We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will
make our common stock less attractive to investors.
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We are an “emerging growth company,” as defined in the JOBS Act, and we could be an emerging growth company for up to five years following the
completion of the IPO. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation
requirements of Section 404, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (iii)
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and
two years of selected financial data 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”). We currently intend to take advantage of each of the reduced reporting requirements and exemptions
described above. We cannot predict if investors will find our shares less attractive as a result of our taking advantage of these exemptions. If some investors
find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.
Our status as an emerging growth company will end as soon as any of the following takes place:
the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;
the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or
the last day of the fiscal year (2024) ending after the fifth anniversary of the completion of the IPO.
•
•
•
•
The dual class structure of our common stock may adversely affect the trading price or liquidity of our Class A common stock.
On matters submitted to a vote of our stockholders, our Class B common stock has ten votes per share (for so long as the number of shares of our
common stock beneficially owned by the SG Members and their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter,
one vote per share) and our Class A common stock has one vote per share. These differences in voting rights may adversely affect the market price of our Class
A common stock to the extent that any current or future investor in our common stock ascribes value to the voting rights associated with the Class B common
stock. The existence of dual classes of our common stock could result in less liquidity for any such class than if there were only one class of our capital stock.
In addition, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for inclusion of shares of public companies on certain
indices that will exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several shareholder
advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock may prevent
the inclusion of our Class A common stock in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate
governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market
for our Class A common stock. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure
could also adversely affect the value of our Class A common stock.
The requirements of being a public company, particularly after we lose our status as an “emerging growth company”, require significant resources and
management attention and affect our ability to attract and retain executive management and qualified board members.
As a public company, we incur legal, accounting and other expenses and may incur further expenses after we are no longer an “emerging growth
company.”
Pursuant to Section 404, once we are no longer an emerging growth company, we may be required to furnish an attestation report on internal control
over financial reporting issued by our independent registered public accounting firm. When our independent registered public accounting firm is required to
undertake an assessment of our internal control over financial reporting, the cost of complying with Section 404 will significantly increase, and management’s
attention may be
35
diverted from other business concerns, which could adversely affect our business and results of operations. We may need to hire more employees in the future
or engage outside consultants to comply with the requirements of Section 404, which will further increase our cost and expense. In addition, enhanced legal
and regulatory regimes and heightened standards relating to corporate governance and disclosure for public companies result in increased legal and financial
compliance costs and make some activities more time-consuming.
If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may suffer harm to our reputation and
investor confidence level.
If we fail to implement the requirements of Section 404(b) in the required timeframe once we are no longer an emerging growth company, we may be
subject to sanctions or investigations by regulatory authorities, including the SEC and the NASDAQ. Furthermore, if we are unable to continue to conclude
that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the
market price of shares of our Class A common stock could decline, and we could be subject to sanctions or investigations by regulatory authorities. Failure to
maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies or when necessary implement
new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external
use could also restrict our future access to the capital markets. As of December 31, 2021, we have concluded that our internal control over financial reporting
was effective based on criteria outlined in Part II, Item 9A “Controls and Procedures” of this Annual Report on Form 10-K, however, we cannot assure that
material weaknesses will not be identified in the future.
The SG Members have the right to have their LLC Interests redeemed or exchanged into shares of Class A common stock, which, if exercised, will dilute
our stockholders’ economic interest in SciPlay.
As of December 31, 2021, we have an aggregate of 600,456,499 shares of Class A common stock authorized but unissued, including 103,547,021
shares of Class A common stock issuable upon redemption or exchange of LLC Interests that are held by the SG Members. SciPlay Parent LLC entered into
the Operating Agreement and, subject to certain restrictions set forth therein, the SG Members are entitled to have their LLC Interests redeemed or exchanged
for shares of our Class A common stock or, at our option, cash.
Shares of our Class B common stock will be canceled on a one-for-one basis whenever the SG Members’ LLC Interests are so redeemed or
exchanged. While any redemption or exchange of LLC Interests and corresponding cancellation of our Class B common stock will reduce the SG Members’
economic interest in SciPlay Parent LLC and its voting interest in us, the related issuance of our Class A common stock will dilute our stockholders’ economic
interest in SciPlay. We cannot predict the timing or size of any future issuances of our Class A common stock resulting from the redemption or exchange of
LLC Interests.
Future issuances or resales of Class A common stock by the SG Members or others, or the perception that such issuances or resales may occur, could
cause the market price of our Class A common shares to decline.
We entered into the Registration Rights Agreement with the SG Members, pursuant to which the shares of Class A common stock issued to the SG
Members upon redemption or exchange of LLC Interests will be eligible for resale, subject to certain limitations set forth therein. Any shares issued under our
equity incentive plans pursuant to one or more effective registration statements will be eligible for sale in the public market, except to the extent that they are
restricted by lock-up agreements and subject to compliance with Rule 144 in the case of our affiliates.
We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class
A common stock, including upon the redemption or exchange of LLC Interests, may have on the market price of our Class A common stock. Sales or
distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales
or distributions could occur, may cause the market price of our Class A common stock to decline.
We do not currently intend to pay dividends on our Class A common stock.
We have never paid any cash dividends on our common stock and do not presently intend to pay cash dividends on our common stock. However, we
reconsider our dividend policy on a regular basis and may determine in the future to declare or pay cash dividends on our common stock. Therefore, our
stockholders may not receive any dividends on their Class A common stock for the foreseeable future, and the success of an investment in our Class A
common stock will depend upon any future appreciation in its value. Moreover, any ability to pay dividends will be restricted by the terms of the Revolver,
36
and may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. Consequently,
investors may need to sell all or part of their holdings of our Class A common stock after price appreciation, which may never occur, as the only way to realize
any future gains on their investment.
Provisions in our articles of incorporation, bylaws and Nevada law may prevent or delay an acquisition of us, which could decrease the trading price of our
Class A common stock.
Our articles of incorporation and bylaws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to
encourage prospective acquirers to negotiate with our board of directors rather than to attempt an unsolicited bid to acquire our company. These provisions
include:
•
•
•
•
•
rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings;
empowering only the board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the
number of directors or otherwise;
the absence of cumulative voting rights in the election of directors;
limiting the ability of stockholders to act by written consent or to call special meetings after Scientific Games ceases to beneficially own, directly or
indirectly, more than 50% of our combined voting power; and
the right of our board of directors to issue preferred stock without stockholder approval.
These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many
stockholders. Nevada law could also prevent attempts by our stockholders to replace or remove our current management and incumbent directors. As a result,
stockholders may be limited in their ability to obtain a premium for their shares or control our management or board.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect
holders of our Class A common stock, which could depress the price of our Class A common stock.
Our articles of incorporation authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the
preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such
series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to
the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class
A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our
Class A common stock.
The provisions of our articles of incorporation and bylaws requiring exclusive forum in the Eighth Judicial District Court of Clark County, Nevada for
certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
Our articles of incorporation and bylaws provide that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an
alternative forum, the Eighth Judicial District Court of Clark County, Nevada, will be the sole and exclusive forum for any actions, suits or proceedings,
whether civil, administrative or investigative (i) brought in our name or right or on our behalf, (ii) asserting a claim for breach of any fiduciary duty owed by
any of our directors, officers, employees or agents to us or our stockholders, (iii) arising or asserting a claim arising pursuant to any provision of Nevada
Revised Statutes, Chapters 78 or 92A or any provision of our articles of incorporation or our bylaws, (iv) to interpret, apply, enforce or determine the validity
of our articles of incorporation and bylaws or (v) asserting a claim governed by the internal affairs doctrine; provided that the exclusive forum provisions will
not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act, or to any claim for which the federal courts have
exclusive jurisdiction. Our articles of incorporation and bylaws will further provide that, in the event that the Eighth Judicial District Court of Clark County,
Nevada does not have jurisdiction over any such action, suit or proceeding, then any other state district court located in the State of Nevada will be the sole and
exclusive forum therefor and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then a
federal court located within the State of Nevada will
37
be the sole and exclusive forum therefor. Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law
in the types of lawsuits to which they apply, these provisions may have the effect of increasing the costs to bring a claim and limiting a stockholder’s ability to
bring a claim in a judicial forum that it finds favorable for disputes with us or our directors and officers, which may discourage lawsuits against our directors
and officers. The enforceability of similar choice of forum provisions in other companies’ articles of incorporation and bylaws has been challenged in legal
proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in
our articles of incorporation and bylaws to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provisions contained in
our articles of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in
other jurisdictions, which could adversely affect our business, financial condition or results of operations.
General Risk Factors
We are and may be in the future subject to securities class action, which may harm our business and operating results.
Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We are and may be
the target of this type of litigation in the future. Securities litigation against us may result in substantial costs and damages, and divert management’s attention
from other business concerns, which may seriously harm our business, results of operations, financial condition or cash flows. For example, on or about
October 14, 2019, the Police Retirement System of St. Louis filed a putative class action complaint in New York state court against SciPlay, certain of its
executives and directors, and SciPlay’s underwriters with respect to its IPO (the “PRS Action”). On November 24, 2021, the New York court entered an order
fully and finally approving the settlement agreement and dismissing the complaint in the consolidated action in its entirety. As another example, on or about
November 4, 2019, plaintiff John Good filed a putative class action complaint in Nevada state court against SciPlay, certain of its executives and directors,
SGC, and SciPlay’s underwriters with respect to the SciPlay IPO. On December 3, 2021, the Nevada court ordered the dismissal of the Nevada lawsuit with
prejudice. Plaintiffs may bring similar securities litigation against us in the future. For additional information regarding our litigation, see Note 11.
We may also be called on to defend ourselves against lawsuits relating to our business operations. Some of these claims may seek significant damage
amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such
proceedings. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition and results of operations.
In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of
management’s attention and resources that are needed to successfully run our business. For additional information regarding our litigation, see Note 11.
Our inability to complete acquisitions and integrate those businesses successfully could limit our growth or disrupt our plans and operations.
From time to time, we pursue strategic acquisitions, such as our acquisition of Come2Play, Ltd (“Come2Play”) in June 2020 and Koukoi Games Oy
(“Koukoi”) in July 2021. Our ability to succeed in implementing our strategy will depend to some degree upon our ability to identify and complete
commercially viable acquisitions. We cannot assure that acquisition opportunities will be available on acceptable terms or at all, or that we will be able to
obtain necessary financing or regulatory approvals to complete potential acquisitions.
We may not be able to successfully integrate any businesses that we acquire or do so within the intended timeframes. We could face significant
challenges in managing and integrating our acquisitions and our combined operations, including acquired assets, operations and personnel. In addition, the
expected cost synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes or cost
expectations, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows and financial condition. We
would expect to incur incremental costs and capital expenditures related to integration activities.
Acquisition transactions may disrupt our ongoing business. The integration of acquisitions requires significant time and focus from management and
might divert attention from the day-to-day operations of the combined business or delay the achievement of our strategic objectives.
Failure in pursuing or executing new business initiatives could have a material adverse impact on our business and future growth.
38
Our growth strategy includes evaluating, considering and effectively executing new business initiatives, which can be difficult. Management may not
properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any
new initiative. In particular, initiatives may be subject to intense competition due to low barriers to entry and the difficulty of differentiating games. Entering
into any new initiative can also divert our management’s attention from other business issues and opportunities. Failure to effectively identify, pursue and
execute new business initiatives, may adversely affect our reputation, business, financial condition and results of operations.
Our business may suffer if we do not successfully manage our current and potential future growth.
We have grown significantly in recent years and we intend to continue to expand the scope and geographic reach of the games we provide. Our total
revenue increased to $606.1 million in 2021, from $582.2 million in 2020, and $465.8 million in 2019. Our anticipated future growth will likely place
significant demands on our management and operations. Our success in managing our growth will depend, to a significant degree, on the ability of our
executive officers and other members of senior management to operate effectively, and on our ability to improve and develop our financial and management
information systems, controls and procedures. In addition, we will likely have to successfully adapt our existing systems and introduce new systems, expand,
train and manage our employees and improve and expand our sales and marketing capabilities.
If we are unable to properly and prudently manage our operations as they continue to grow, or if the quality of our games deteriorates due to
mismanagement, our brand name and reputation could be severely harmed, and our business, prospects, financial condition and results of operations could be
adversely affected.
We are subject to risks related to corporate and social responsibility and reputation.
Many factors influence our reputation including the perception held by our customers, business partners and other key stakeholders. Our business
faces increasing scrutiny related to environmental, social and governance activities. We risk damage to our reputation if we fail to act responsibly in a number
of areas, such as diversity and inclusion, sustainability and social responsibility. Any harm to our reputation could impact employee engagement and retention,
our corporate culture and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business,
results of operations and cash flows.
Our results of operations, cash flows and financial condition could be affected by natural events in the locations in which we or our key providers or
suppliers operate.
We may be impacted by severe weather and other geological events, including hurricanes, earthquakes, floods or tsunamis that could disrupt our
operations or the operations of our key providers or suppliers. Natural disasters or other disruptions at any of our facilities or our key providers’ or suppliers’
facilities, such as AWS, Apple, Google, Facebook, Amazon and Microsoft, may impair the operation, development or provision of our games. While we insure
against certain business interruption risks, we cannot assure that such insurance will compensate us for any losses incurred as a result of natural or other
disasters. Any serious disruption to our operations, or those of our key providers or suppliers could have a material adverse effect on our results of operations,
cash flows and financial condition.
Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations.
Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Our existing corporate
structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws.
However, the tax benefits that we intend to eventually derive could be undermined due to future changes in tax laws. In addition, the taxing authorities
in the U.S. and other jurisdictions where we do business regularly examine income and other tax returns and we expect that they may examine our income and
other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty.
Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition.
39
We have been party to, are currently party to, and in the future may become subject to additional, legal proceedings in the operation of our business,
including, but not limited to, with respect to consumer protection, gambling-related matters, employee matters, alleged service and system malfunctions,
alleged intellectual property infringement, claims relating to our contracts, licenses and strategic investments, alleged breaches of fiduciary duties, alleged
breaches of other certain governance documents and alleged violations of the securities laws in connection with the IPO. See Note 11 for additional
information.
For example, in 2018, the United States Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors
should be considered illegal gambling under Washington state law. In April 2018, a putative class action lawsuit, Sheryl Fife v. Scientific Games Corp., was
filed against our parent, Scientific Games, in federal district court that is directed against certain of our social casino games, including Jackpot Party® Casino.
The plaintiff alleges substantially the same causes of action against our social casino games that are alleged with respect to Big Fish Casino, including the
allegation that our social casino games violate Washington State gambling laws. In November 2021, Scientific Games entered into an agreement in principle to
settle the lawsuit for the amount of $24.5 million. In December 2021, the district court granted a joint motion to stay appellate proceedings until final approval
by the district court of the parties’ settlement. See Note 11 for further discussion. We may incur significant expense defending lawsuits to which we may be a
party. Although the case was brought against Scientific Games, pursuant to the Intercompany Services Agreement, we would expect to cover or contribute to
any damage awards due to the matter arising as a result of our business. If the plaintiff were to obtain a judgment in her favor in this lawsuit, then our results in
Washington could be negatively impacted, and we could be restricted from operating social casino games in Washington. Additional legal proceedings
targeting our social casino games and claiming violations of state or federal laws also could occur, based on the unique and particular laws of each jurisdiction.
We cannot predict the likelihood, timing or scope of the consequences of such an outcome, or the outcome of any other legal proceedings to which we may be
a party, any of which could have a material adverse effect on our results of operations, cash flows or financial condition.
.
Our insurance may not provide adequate levels of coverage against claims.
We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be
insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made
to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We occupy approximately 60,000 square feet of space in the U.S. and approximately 35,000 square feet of space internationally. We believe that these
facilities are adequate for our business as presently conducted. Set forth below is an overview of the principal leased real estate properties:
Location
Austin, Texas
Cedar Falls, Iowa
Tel Aviv, Israel
ITEM 3. LEGAL PROCEEDINGS
Sq. Ft
25,087
35,332
32,292
Tenancy
Lease
Lease
Lease
For a description of our legal proceedings, see Note 11, which is incorporated by reference into this Item 3 of this Annual Report on Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market for Our Common Stock
Our outstanding common stock is listed for trading on the Nasdaq Global Select Market under the symbol “SCPL”. On February 24, 2022, the closing
sale price for our common stock on the Nasdaq Global Select Market was $12.81 per share. There was one holder of record of our Class A common stock and
two holders of record of our Class B common stock as of February 24, 2022. This does not include the number of stockholders who hold shares of our common
stock through banks, brokers or other financial institutions.
Dividend Policy
We have never paid any cash dividends on our common stock and do not presently intend to pay cash dividends on our common stock in the
foreseeable future. Further, under the terms of certain of our debt agreements, we are limited in our ability to pay cash dividends or make certain other
restricted payments (other than stock dividends) on our common stock. For further discussion related to dividend restrictions, see Note 1.
Stockholder Return Performance Graph
The following graph compares the cumulative total stockholder return over the eleven-quarters ended December 31, 2021 of our then outstanding
common stock, the NASDAQ Composite Index and indices of our peer group companies that operate in industries or lines of business similar to ours.
As a result of activity within the casual gaming industry, we expanded our peer group during the year ended December 31, 2021. As required by
applicable securities regulations, we are including below both the modified peer group (“Modified Peer Group”) and the peer group used in prior years (“Prior
Peer Group”).
The Prior Peer Group consists of Zynga Inc. (NASDAQ: ZNGA), Tencent Holdings Ltd. (OTC Market: TCTZF), Rovio Entertainment Oyj (OTC
Market: ROVVF), Glu Mobile Inc. (NASDAQ: GLUU), Electronic Arts Inc. (NASDAQ: EA), Doubleu Games Co Ltd (Korea Exchange: 192080),
Changyou.com Ltd (NASDAQ: CYOU) and Activision Blizzard Inc (NASDAQ: ATVI). In addition to the companies included in the Prior Peer Group, the
Modified Peer Group includes Playtika Ltd. (NASDAQ: PLTK), Playstudios (NASDAQ: MYPS), and AppLovin (NASDAQ: APP). Electronic Arts Inc.
acquired Glu Mobile Inc. in April 2021 and the combined company remains in both peer groups.
The companies in our peer groups have been weighted based on their relative market capitalization each quarter. The graph assumes that $100 was
invested in our then outstanding common stock, the NASDAQ Composite Index and the peer group indices at the beginning of the eleven-quarter period and
that all dividends were reinvested. The comparisons are not intended to be indicative of future performance of our common stock. We have included both the
new and old peer group cumulative total return below.
41
SciPlay Corp.
NASDAQ Composite
2020 Peer Group
2021 Peer Group
5/7/2019
12/31/2019
12/31/2020
$
$
$
$
100.00
100.00
100.00
100.00
$
$
$
$
81.88
111.69
168.89
76.01
$
$
$
$
92.27
161.86
101.34
100.56
12/31/2021
91.
197.
91.
90.
$
$
$
$
ITEM 6. [RESERVED]
ITEM 7. 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 and should be read in
conjunction with the description of our business (see Part I, Item 1 of this Annual Report on Form 10-K) and our Consolidated Financial Statements and Notes
(see Part IV, Item 15 of this Annual Report on Form 10-K).
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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 Annual Report on Form 10-K.
42
BUSINESS OVERVIEW
We are a leading developer and publisher of digital games on mobile and web platforms. We operate in the social gaming market, which is
characterized by gameplay online, on mobile phones or on tablets that are social and competitive, and self-directed in pace and session length. We generate
substantially all of our 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. Players who install our games 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 our apps.
We currently offer a variety of social casino games, including Jackpot Party® Casino, Gold Fish® Casino, Quick Hit® Slots, 88 Fortunes® Slots,
MONOPOLY® Slots, and Hot Shot Casino®. We continue to pursue our strategy of expanding into the casual games market. Current casual game titles include
Bingo Showdown®, Solitaire Pets™ Adventure, and Backgammon Live. We currently plan to launch an additional casual game in 2022. Our social casino
games typically include slots-style game play and occasionally include table games-style game play, while our casual games blend solitaire-style or bingo game
play with adventure game features. All of our games are offered and played across multiple platforms, including Apple, Google, Facebook, Amazon, and
Microsoft. In addition to our internally created game content, our content library includes recognizable, game content from Scientific Games. This content
allows players who like playing land-based game content to enjoy some of those same titles in our free-to-play games. We have access to Scientific Games'
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™. We believe our access to this content, coupled with our years of experience developing in-house content, uniquely
positions us to create compelling social games.
As described in Note 12, on March 1, 2022, we acquired 80% of all issued and outstanding share capital of privately held Alictus. Alictus has
developed and published a number of games that have achieved #1 free game status in the iOS U.S. App Store, including Candy Challenge 3D™, Rob Master
3D™, Deep Clean Inc.™, Oh God!™, Money Buster!™, and Collect Cubes™. The Alictus acquisition allows us to further scale in the casual market while
diversifying our revenue streams.
Trends and Recent Updates
In March 2020, the World Health Organization declared the rapidly spreading COVID-19 outbreak a pandemic. In response to the COVID-19
pandemic, governments across the world are implementing measures to prevent its spread, including the temporary closure of all non-essential businesses and
travel restrictions. While many of our current and potential players may have had significantly more free time to play our games during the earlier stages of the
pandemic, they may have also experienced sustained consumer unease and lower discretionary income. Although the increased player engagement we
experienced during the first half of 2020 as a result of the stay-at-home measures across the U.S. receded, we are still seeing higher player engagement as
compared to the pre-COVID-19 time period. We are not able to predict and quantify the ultimate impact of further COVID-19 developments on our results of
operations in future periods.
Throughout 2021, we deployed significant updates across a number of our portfolio games, and we expect to deploy further updates to games in future
years. While we have continued testing in certain international markets, we have not yet achieved the anticipated international market share growth. We plan to
continue to explore opportunities and increase our investments in the expansion of international markets throughout 2022 and in future years.
In July of 2021, we acquired privately held Koukoi, a Finland-based developer and operator of casual mobile games which allows us to expand our
casual games portfolio. See Note 1.
On July 15, 2021, Scientific Games submitted a proposal to our board of directors to acquire the approximately 19% remaining equity interest in
SciPlay not already owned by them. On December 22, 2021, Scientific Games announced that it had withdrawn its offer and that it will retain its 81%
economic interest and 98% voting interest in the Company.
Despite a challenging 2020 comparable that heavily benefited from global stay-at-home measures, 2021 was another record year for total revenue.
Our year over year total revenue growth of 4% was below the overall industry growth. This result is primarily attributable to the previously disclosed event
isolated in Jackpot Party® Casino during the third quarter and
43
a delayed release of the third version of Quick Hit® Slots. Our fourth quarter compared to the third quarter of 2021 total revenue growth of 5% is above overall
industry growth, showing a strong rebound from the above noted factors impacting Jackpot Party® Casino and Quick Hit® Slots. We believe that there is an
opportunity for continued improvement of operating results in 2022 and beyond, as we continue to execute on our strategic game updates, enhanced analytics,
international expansion, and an upcoming new game release.
KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES
We manage our business by tracking several key performance indicators, each of which is tracked by our internal analytics systems and more fully
described below and referred to in our discussion of operating results. Our key performance indicators are impacted by several factors that could cause them to
fluctuate on a quarterly basis, such as platform providers' policies, restrictions, seasonality, user connectivity and addition of new content to certain portfolios
of games. Future growth in players and engagement will depend on our ability to retain current players, attract new players, launch new games and features and
expand into new markets and distribution platforms.
For additional information on our strategy and key initiatives to date, see also “Strategy” in Part I, Item 1.
Mobile Penetration
Mobile penetration is defined as the percentage of total revenue generated from mobile platforms. We believe this indicator provides useful
information in understanding revenue generated from mobile platforms such as smartphones and tablets.
Average Monthly Active Users (MAU)
MAU is defined as the number of individual users who played a game during a particular 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.
Average MAU for a period is the average of MAUs for each month for the period presented. We believe this indicator provides useful information in
understanding the number of users reached across our portfolio of games on a monthly basis.
Average Daily Active Users (DAU)
DAU is defined as the number of individual users who played a game on a particular 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. Average
DAU for a period is the average of the monthly average DAUs for the period presented. We believe this indicator provides useful information in understanding
the number of users reached across our portfolio of games on a daily basis.
Average Revenue Per Daily Active User (ARPDAU)
ARPDAU is calculated by dividing revenue for the period by the average DAU for the period and then dividing by the number of days in the period.
We believe this indicator provides useful information reflecting game monetization.
Average Monthly Paying Users (MPU)
MPU is defined as the number of individual users who made an in-game purchase during a particular month. An individual who made purchases in
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. Average MPU for a period is the average of MPUs for each month for the period presented. We believe this indicator provides useful
information in understanding the number of users reached across our portfolio of games making in-game purchases on a monthly basis.
Average Monthly Revenue Per Paying User (AMRPPU)
AMRPPU is calculated by dividing average monthly revenue by average MPUs for the applicable time period. We
44
believe this indicator provides useful information reflecting game monetization.
Payer Conversion Rate
Payer conversion rate is calculated by dividing average MPU for the period by the average MAU for the same period. We believe this indicator
provides useful information reflecting game monetization.
Non-GAAP Financial Measures
Adjusted EBITDA, or AEBITDA, as used herein, is a non-GAAP financial measure that is presented as supplemental disclosure and is reconciled to
net income attributable to SciPlay as the most directly comparable GAAP measure as set forth in the below table. We define AEBITDA to include net income
attributable to SciPlay before: (1) net income attributable to noncontrolling interest; (2) interest expense; (3) income tax expense; (4) depreciation and
amortization; (5) restructuring and other, which includes charges or expenses attributable to: (a) employee severance; (b) management changes;
(c) restructuring and integration; (d) M&A and other, which includes: (i) M&A transaction costs; (ii) purchase accounting adjustments (including contingent
acquisition consideration); (iii) unusual items (including legal settlements related to major litigation); and (iv) other non-cash items; and (e) cost-savings
initiatives; (6) stock-based compensation; (7) loss (gain) on debt financing transactions; and (8) other expense (income) including foreign currency (gains) and
losses. We also use AEBITDA margin, a non-GAAP measure, which we calculate as AEBITDA as a percentage of revenue.
Our management uses AEBITDA and AEBITDA margin to, among other things: (i) monitor and evaluate the performance of our business operations;
(ii) facilitate our management’s internal comparisons of our historical operating performance and (iii) analyze and evaluate financial and strategic planning
decisions regarding future operating investments and operating budgets. In addition, our management uses AEBITDA and AEBITDA margin to facilitate
management’s external comparisons of our results to the historical operating performance of other companies that may have different capital structures and
debt levels.
Our management believes that AEBITDA and AEBITDA margin are useful as they provide investors with information regarding our financial
condition and operating performance that is an integral part of our management’s reporting and planning processes. In particular, our management believes that
AEBITDA is helpful because this non-GAAP financial measure eliminates the effects of restructuring, transaction, integration or other items that management
believes have less bearing on our ongoing underlying operating performance. Management believes AEBITDA margin is useful as it provides investors with
information regarding the underlying operating performance and margin generated by our business operations.
COMPONENTS OF RESULTS OF OPERATIONS
Revenue
We generate substantially all of our revenue from the sale of coins, chips and cards, which players of our games can use to play slot games, table
games and bingo games. Revenue from the sale of coins, chips and cards is generated on mobile and web platforms. Other revenue primarily represents
advertising revenue, which is currently an insignificant portion of our total revenue. We expect our overall revenue to continue to grow as we continue to
increase our market share and execute our strategy. As player platform preferences change and continue to migrate to mobile, we expect revenue generated on
web platforms to continue to decline.
Operating Expenses
Operating expenses consist primarily of cost of revenue, sales and marketing expenses, general and administrative expenses, R&D, D&A, and
restructuring and other expenses, each more fully described below. D&A expense is excluded from cost of revenue and other operating expenses, and is
separately presented on the consolidated statements of income.
Cost of Revenue
Cost of revenue consists primarily of fees paid to platform providers such as Facebook, Google, Apple, Amazon and Microsoft, which generally
represent approximately 30% of our revenue; licensing fees, which include intellectual property
45
royalties paid to both affiliated and unaffiliated third parties; hosting fees; and other direct expenses incurred to generate revenue. We expect the aggregate
amount of cost of revenue to increase for the foreseeable future as we grow our revenue and expand our business.
Sales and Marketing
Sales and marketing expenses consist primarily of advertising costs related to marketing and player acquisition and retention, salaries and benefits for
our sales and marketing employees and fees paid to consultants. We intend to continue to invest in sales and marketing to grow our player base both for our
existing games and future games we may deploy. As a result, we expect the aggregate amount of sales and marketing expenses to increase for the foreseeable
future as we grow our revenues and business and deploy new games. As deployed games mature, we generally expect sales and marketing expenses as a
percentage of revenue attributable to such games to decrease.
General and Administrative
General and administrative expenses consist primarily of salaries, benefits, and stock-based compensation for our executives, finance, information
technology, human resources and other administrative employees, and includes administrative parent services (see Note 10). In addition, general and
administrative expenses include outside consulting, legal and accounting services, facilities and other supporting overhead costs not allocated to other
departments. We expect that our aggregate amount of general and administrative expenses will increase for the foreseeable future as we continue to grow our
business.
Research & Development
Research & Development expenses consist primarily of costs associated with game development, such as associated salaries, benefits, and other
supporting overhead costs associated with game development. Continued investment in enhancing existing games and developing new games is important to
attaining our strategic objectives. As a result, we expect the aggregate amount of R&D expenses to increase for the foreseeable future as we grow our business,
focus on retention of our development team and grow our facilities.
Restructuring and Other
Our restructuring and other expenses include charges or expenses attributable to: (a) employee severance; (b) management changes; (c) restructuring
and integration; (d) M&A and other, which includes (i) M&A transaction costs; (ii) purchase accounting adjustments (including contingent acquisition
consideration); (iii) unusual items (including legal settlements related to major litigation); and (iv) other non-cash items; and (e) cost-savings initiatives.
Restructuring and other expenses will increase or decrease based on management actions and/or occurrence of charges described herein.
RESULTS OF OPERATIONS
Summary of Results of Operations
($ in millions, except percentages)
Revenue
Operating expenses
Operating income
Net income
Net income attributable to SciPlay
AEBITDA
Net income margin
AEBITDA margin
pp = percentage points.
nm = not meaningful.
Years ended December 31,
2020
2021
Variance
2021 vs. 2020
$
$
$
$
606.1
474.4
131.7
125.0
19.3
185.9
20.6 %
30.7 %
$
$
582.2
427.2
155.0
146.0
20.9
188.7
25.1 %
32.4 %
23.9
47.2
(23.3)
(21.0)
(1.6)
(2.8)
(4.5)pp
(1.7)pp
4 %
11 %
(15)%
(14)%
(8)%
(1)%
nm
nm
The following table reconciles Net income attributable to SciPlay to AEBITDA and AEBITDA margin:
46
($ in millions, except percentages)
Net income attributable to SciPlay
Net income attributable to noncontrolling interest
Net income
(1)
Restructuring and other
Depreciation and amortization
Income tax expense
Stock-based compensation
Other expense, net
(2)
AEBITDA
Revenue
Net income margin (Net income/Revenue)
(2)
AEBITDA margin (AEBITDA/Revenue)
$
$
$
Years ended December 31,
2020
2021
$
$
$
19.3
105.7
125.0
31.5
15.5
5.7
7.2
1.0
185.9
606.1
20.6 %
30.7 %
20.9
125.1
146.0
2.0
9.7
8.4
22.0
0.6
188.7
582.2
25.1 %
32.4 %
(1) Includes $24.5 million legal settlement charge (see Note 11).
(2) Refer to “Key Performance Indicators and Non-GAAP Measures” section above for the definitions of AEBITDA and AEBITDA margin presented in this table.
Revenue, Key Performance Indicators and Other Metrics
($ in millions)
Mobile
Web and other
Total revenue
Years ended December 31,
2021
2020
$
$
537.3 $
68.8
606.1 $
505.9 $
76.3
582.2 $
Variance
2021 vs. 2020
31.4
(7.5)
23.9
6 %
(10)%
4 %
Revenue information by geography is summarized as follows:
($ in millions)
North America
International
(1)
Total revenue
Years ended December 31,
2021
2020
$
$
555.5 $
50.6
606.1 $
533.3 $
48.9
582.2 $
Variance
2021 vs. 2020
22.2
1.7
23.9
4 %
3 %
4 %
(1) North America revenue includes revenue derived from the U.S., Canada, and Mexico. For the years ended December 31, 2021 and 2020, U.S. revenue was
$515.8 million and $496.0 million, respectively.
47
The following reflects our Key Performance Indicators and Other Metrics:
(1)
(1)
(1)
(1)
(in millions, except ARPDAU, AMRPPU, and percentages)
Mobile Penetration
Average MAU
Average DAU
ARPDAU
Average MPUs
AMRPPU
Payer Conversion Rate
(1) KPI include results from current period players only.
pp = percentage points.
nm = not meaningful.
(1)
(1)
(1)
Years ended December 31,
2021
2020
89 %
6.2
2.3
0.71
0.5
95.26
8.5 %
$
$
87 %
7.4
2.7
0.60
0.5
92.75
7.1 %
$
$
$
$
Variance
2021 vs. 2020
2.0 pp
(1.2)
(0.4)
0.11
—
2.51
1.4 pp
nm
(16.2)%
(14.8)%
18.3 %
— %
2.7 %
nm
The increase in mobile penetration percentage primarily reflects a continued trend of players migrating from web to mobile platforms to play our
games.
Average MAU and average DAU decreased due to the turnover in users. Consequently, ARPDAU increased as a function of lower average DAU.
AMRPPU increased while Average MPU was consistent with prior year due to introduction of new content and features resulting in increased paying player
interaction.
All-time high payer conversion rate was due to the growing popularity of our games as we focused on live operations to enhance game play and
engagement.
Operating Expenses
Years ended December 31,
Variance
Percentage of Revenue
2021
2020
2021 vs. 2020
2021
2020
$
$
190.0 $
135.3
62.4
39.7
15.5
31.5
474.4 $
185.3 $
130.7
66.2
33.3
9.7
2.0
427.2 $
4.7
4.6
(3.8)
6.4
5.8
29.5
47.2
2.5 %
3.5 %
(5.7)%
19.2 %
59.8 %
nm
11.0 %
31.3 %
22.3 %
10.3 %
6.6 %
2.6 %
nm
31.8 %
22.4 %
11.4 %
5.7 %
1.7 %
nm
2021 vs. 2020
Change
(0.5)pp
(0.1)pp
(1.1)pp
0.9 pp
0.9 pp
(1)
($ in millions)
Operating expenses:
Cost of revenue
Sales and marketing
General and administrative
Research and development
Depreciation and amortization
Restructuring and other
(1)
(1)
(1)
Total operating expenses
(1) Excludes depreciation and amortization.
nm = not meaningful.
pp = percentage points.
Cost of Revenue
Cost of revenue increased due to higher platform fees in line with revenue growth and a $1.7 million increase in hosting fees, which was partially
offset by a $4.4 million decrease in royalties for third-party IP.
48
Sales and Marketing
Sales and marketing expenses increased due to higher user acquisition spend of $2.6 million coupled with higher salaries and benefits of $1.7 million
related to an average increased headcount of 11%. Sales and marketing expense as a percentage of revenue remained relatively flat.
General and Administrative
General and administrative expenses decreased primarily due to a decrease in stock-based compensation of $14.8 million due to a lower achievement
of performance-based restricted stock plans. This decrease was partially offset by a $3.5 million increase in salaries and benefits related to an average increased
headcount of 21% coupled with a $2.7 million increase in legal fees.
Research and Development
Research and development expenses increased primarily as a result of $4.5 million in higher salary and benefits costs primarily due to an increase in
average salaries coupled with $1.5 million in higher external development service fees.
Depreciation and Amortization
Depreciation and amortization expenses increased primarily as a result of amortization associated with Come2Play and Koukoi recently acquired
intangible assets.
Restructuring and Other
Restructuring and other expense increased primarily as a result of the $24.5 million charge related to our settlement of the Washington State Matter
(see Note 11) coupled with an increase of $5.1 million in legal and professional services fees primarily associated with the Scientific Games buyback offer and
acquisition due diligence. Additionally, Restructuring and other expense includes a $1.5 million credit related to the remeasurement of our contingent
acquisition consideration.
Net Income
Net income primarily decreased as a result of the Washington State settlement charge of $24.5 million coupled with higher legal and professional
services (described in Restructuring and other section above), partially offset by continued growth in mobile revenue as average monthly revenue per paying
customer and payer conversion rates continued to increase throughout 2021 (as described above).
Net income margin decreased by (4.5) percentage points as a result of the above stated drivers.
Noncontrolling Interest
Net income attributable to noncontrolling interest decreased due to the decrease in Net income as described above.
AEBITDA
AEBITDA decreased primarily due to the increase in operating costs resulting from increases in salaries and benefits, partially offset by revenue
growth (as described above).
AEBITDA margin decreased by (1.7) percentage points as a result of the above stated drivers.
For 2020 and 2019 consolidated results comparison, see Part II, Item 7 of our 2020 Annual Report on Form 10-K.
RECENTLY ISSUED ACCOUNTING GUIDANCE
For a description of recently issued accounting pronouncements, see Note 1.
49
CRITICAL ACCOUNTING ESTIMATES
Information regarding significant accounting policies is included in the Notes to the audited consolidated financial statements. As stated in Note 1, the
preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and
on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe that the estimates,
assumptions, and judgments involved in the following accounting policies have the greatest potential impact on our consolidated financial statements:
•
•
•
Revenue recognition;
Business acquisitions;
Income taxes;
• Variable interest entities (VIE); and
•
Legal contingencies.
Revenue Recognition
Our revenue recognition policy described fully in Note 1 requires us to make significant judgments and estimates. The guidance in ASC 606 requires
that we apply judgments or estimates to determine the performance obligations, the standalone selling prices of our performance obligations to customers and
the timing of transfer of control of the respective performance obligations. The evaluation of each of these criteria in light of contract specific facts and
circumstances is inherently judgmental, but certain judgments could significantly affect the timing or amount of revenue recognized if we were to reach a
different conclusion than we have. The critical judgments we are required to make in our assessment of contracts with customers that could significantly affect
the timing or amount of revenue recognized are:
•
•
Satisfaction of our performance obligation — We estimate the amount of outstanding purchased coins, chips or cards at period end based on customer
behavior, because we are unable to distinguish between the consumption of purchased or free coins, chips or cards. Based on an analysis of the
customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual
currencies are consumed in game play is relatively short. Future usage patterns may differ from historical usage patterns, and therefore the estimated
average playing periods may change in the future, and such changes could be material.
Principal-agent considerations — We recognize revenues on a gross basis because we have control over the content and functionality of games before
players access our games on our platform providers platforms. We evaluated our current agreements with our platform providers and end-user
agreements and based on the preceding, we determined that we are the principal in such arrangements. Any future changes in these arrangements or to
our games and related method of distribution may result in a different conclusion, and such change would have a material impact on our gross
revenues.
Business Acquisitions
We account for business acquisitions in accordance with ASC 805.
In business combinations, the acquiring entity is required to recognize all (and only) acquired assets and liabilities assumed in the transaction and
establish the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed.
If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction is
accounted for as an acquisition of assets rather than a business combination. In an asset acquisition, the acquiring entity is required to allocate the cost of the
group of assets acquired to the individual assets
50
acquired or liabilities assumed based on the relative fair values of net identifiable assets acquired other than non-qualifying assets (for example cash) and does
not give rise to goodwill.
Determining the fair value of assets acquired and liabilities assumed requires management judgment and often involves the use of significant
estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among
other items. Any changes in the underlying assumptions can impact the estimates of fair value by material amounts, which can in turn materially impact our
results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and
projections used to develop these fair values, we could record impairment charges. In addition, we have estimated the useful lives of certain acquired assets,
and these lives are used to calculate Depreciation and amortization expense. If our estimates of the useful lives change, Depreciation & amortization expense
could be accelerated or slowed.
Income Taxes
We are subject to the income tax laws of the U.S. federal, state and foreign jurisdictions in which we operate. These tax laws are complex, and the
manner in which they apply to our facts is sometimes open to interpretation. In establishing the provision for income taxes, we must make judgments about the
application of these inherently complex tax laws. For periods prior to the IPO, the provision for income taxes is calculated as if SciPlay completed separate tax
returns apart from its Parent ("Separate-return Method"), which requires significant judgments. Certain legal entities that are included in these financial
statements under the Separate-return Method were included in tax filings of affiliated entities that are not part of these financial statements.
Our income tax positions and analysis are based on currently enacted tax law. Future changes in tax law could significantly impact the provision for
income taxes, the amount of taxes payable and the deferred tax asset and liability balances in future periods. Deferred tax assets generally represent the excess
of tax basis in our investment and tax benefits for tax deductions available in future tax returns. Certain estimates and assumptions are required to determine
whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized. In making this assessment, management
analyzes and estimates the impact of future taxable income, available carry-backs and carry-forwards, reversing temporary differences and available prudent
and feasible tax planning strategies. Should a change in facts or circumstances lead to a change in judgment about the ultimate realizability of a deferred tax
asset, we record or adjust the related valuation allowance in the annual period that the change in facts and circumstances occurs, along with a corresponding
increase or decrease in the provision for income taxes. For discussion of our income taxes, see Note 9.
Variable Interest Entities (VIE)
As described in Note 1, SciPlay's sole material asset is its member's interest in SciPlay Parent LLC. Due to SciPlay's power to control combined with
its significant economic interest in SciPlay Parent LLC, we concluded that SciPlay is the primary beneficiary of the VIE, and therefore it will consolidate the
financial results of SciPlay Parent LLC and its subsidiaries. Any future changes to the economic interest and/or the SciPlay Parent LLC Agreement, among
other factors, may result in a different conclusion, and such change would have a material impact on SciPlay financial statements, as SciPlay Parent LLC and
its subsidiaries would not be consolidated but rather accounted for under the equity method of accounting.
Legal Contingencies
We are subject to certain legal proceedings, demands, claims and threatened litigation that arise in the normal course of our business. We review the
status of each significant matter quarterly and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered
probable and the amount can be reasonably estimated, we record a liability and an expense for the estimated loss. If we determine that a loss is reasonably
possible and the range of the loss can be reasonably estimated, then we disclose the range of the possible loss. Significant judgment is required in the
determination of whether a potential loss is probable, reasonably possible, or remote and in the determination of whether a potential exposure is reasonably
estimable. Our accruals are based on the best information available at the time. As additional information becomes available, we reassess the liabilities and
disclosures related to our pending claims and litigation and may revise our estimates. Potential legal liabilities and the revision of estimates of legal liabilities
could have a material impact on our results of operations, cash flows, and financial position. For discussion of our legal proceedings, see Note 11, which is
incorporated by reference into Item 3 of this Annual Report on Form 10-K.
51
LIQUIDITY, CAPITAL RESOURCES AND WORKING CAPITAL
SciPlay is a holding company, with no material assets other than its ownership of SciPlay Parent LLC interests, no operating activities on its own and
no independent means of generating revenue or cash flow. Operations are carried out by SciPlay Parent LLC and its subsidiaries, and we depend on
distributions from SciPlay Parent LLC to pay our taxes and expenses. SciPlay Parent LLC’s ability to make distributions to us is restricted by the terms of the
Revolver, and may be restricted by any future credit agreement we or our subsidiaries enter into, any future debt or preferred equity securities we or our
subsidiaries issue, other contractual restrictions or applicable Nevada law.
We have funded our operations primarily through cash flows from operating activities. Based on our current plans and market conditions, we believe
that cash flows generated from our operations and borrowing capacity under the Revolver will be sufficient to satisfy our anticipated cash requirements for the
foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond
to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire
complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. We may
not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to
us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our
business may be harmed.
Our total cash on hand was $364.4 million and $268.9 million at years ended December 31, 2021 and 2020, respectively.
Revolving Credit Facility
We have a $150.0 million Revolver by and among SciPlay Holding, 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. The interest rate is either Adjusted LIBOR (as
defined in the Revolver) plus 2.250% (with one 0.250% leverage-based step-down to the margin and one 0.250% leverage-based step-up to the margin) or
ABR plus 1.250% (with one 0.250% leverage-based step-down to the margin and one 0.250% leverage-based step-up to the margin) at our option. We are
required to pay to the lenders a commitment fee of 0.500% per annum on the average daily unused portion of the revolving commitments through maturity,
which will be the five-year anniversary of the closing date of the Revolver, which fee varies based on the total net leverage ratio and is subject to a floor of
0.375%. As of December 31, 2021, the commitment fee was 0.375% per annum. The Revolver provides for up to $15.0 million in letter of credit issuances,
which requires customary issuance and administration fees, and a fronting fee of 0.125%.
On May 27, 2021, SciPlay Holding, entered into Amendment No. 1 to that certain $150.0 million Revolver, by and among SciPlay Holding, SciPlay
Parent LLC, the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent,
collateral agent and issuing lender (such amendment, “Amendment No. 1”). Amendment No. 1 amended, among other things, certain negative covenants in the
Revolver to permit SciPlay Holding to merge or consolidate with and into its direct subsidiary, Phantom EFX, LLC, which was renamed SciPlay Games, LLC
(“SciPlay Games”) immediately following such merger. Substantially simultaneously with the merger, SciPlay Games expressly assumed all obligations of
SciPlay Holding as the successor borrower under the Revolver.
The Revolver contains covenants that, among other things, restrict our ability to incur additional indebtedness; incur liens; sell, transfer or dispose of
property and assets; invest; make dividends or distributions or other restricted payments; and engage in affiliate transactions, with the exception of certain
payments under the TRA and payments in respect of certain tax distributions under the Operating Agreement. In addition, the Revolver requires us to maintain
a maximum total net leverage ratio not to exceed 2.50:1.00 and to maintain a minimum fixed charge coverage ratio of no less than 4.00:1.00. Such covenants
are tested quarterly at the end of each fiscal quarter. As of December 31, 2021, there were no borrowings outstanding, and we were in compliance with the
financial covenants under the Revolver.
The Revolver is secured by a (i) first priority pledge of the equity securities of SciPlay Holding, SciPlay Parent LLC’s restricted subsidiaries and each
subsidiary guarantor party thereto and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and
material fee-owned real property of SciPlay Parent LLC, SciPlay Holding and each subsidiary guarantor party thereto, in each case, subject to customary
exceptions.
52
As described in Note 12, on February 28, 2022, we entered into Amendment No. 2 to the Revolver, by and among SciPlay Holding, SciPlay Parent
Company, LLC, the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative
agent, collateral agent and issuing lender (such amendment, “Amendment No. 2”). Amendment No. 2, among other things, (i) amends certain interest rate
provisions related to Sterling-denominated revolving loans, (ii) increases SciPlay Games’ and its subsidiaries capacity to acquire non-loan parties and (iii)
allows for the acquisition of Alictus.
Changes in Cash Flows
The following table presents a summary of our cash flows for the periods indicated:
($ in millions)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Increase in cash and cash equivalents and restricted cash
Net cash provided by operating activities decreased primarily due to lower earnings.
Years Ended December 31,
2020
2021
$
$
163.8 $
(14.8)
(53.6)
0.1
95.5 $
193.4
(19.7)
(16.0)
0.6
158.3
Net cash used in investing activities decreased primarily due to a $6.9 million decrease in acquisition activity, partially offset by a $2.0 million
increase in capital expenditures primarily related to increased internal development costs.
Net cash used in financing activities increased primarily due to a $17.6 million increase in distributions to Parent and affiliates, a $12.8 million
increase in net redemptions of common stock under stock-based compensation plans, a $5.2 million increase in minimum guarantee license payments, and a
$1.3 million increase in payments made under the TRA.
Credit Agreement and Other Debt
For additional information regarding our credit agreement and other debt and interest rate risk, see “Contractual Obligations” in this Item 7 below;
Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk”; and Note 1.
Contractual Obligations
Our contractual obligations as of December 31, 2021 principally include obligations associated with our future minimum operating lease obligations,
license minimum guarantees, obligations under the TRA and an obligation related to Come2Play contingent acquisition consideration as set forth in the table
below:
Operating leases
Contingent acquisition consideration
Obligations under the TRA
License royalty minimum guaranteed payments
Total contractual obligations
(1)
(1) Excludes $24.5 million legal settlement charge (see Note 11 for details).
Cash Payments Due In
Total
Less than 1
year
1 - 3 years
4 - 5 years
More than 5
years
$
$
8.2 $
1.0
68.8
14.9
92.9 $
2.5 $
1.0
4.1
3.7
11.3 $
5.7 $
—
12.7
10.7
29.1 $
— $
—
8.9
0.5
9.4 $
—
—
43.1
—
43.1
The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant
terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions and the approximate timing of the actions under the
contracts. The table does not include obligations under
53
agreements that we can cancel without a significant penalty. We have agreements whereby we are obligated to pay royalties based on future events that are
uncertain and therefore they are not included in the table above.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 2021, we had no material exposure to market risks.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and other information required by this item are included in Part IV, Item 15 of this Annual Report on Form 10-K and are
presented beginning on page 57.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and
Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Rule 13a-
15(e) under the Exchange Act, as of the end of the period covered by this annual report. Based on that evaluation, the CEO and Interim Chief Financial Officer
concluded that our disclosure controls and procedures are effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting
The management of SciPlay is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of SciPlay; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are
being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework (2013). Based on our assessment we concluded that, as of December 31, 2021, our internal control over
financial reporting was effective based on those criteria.
An attestation of the Company’s internal control over financial reporting by our independent registered public accounting firm is not included as we
are an Emerging Growth Company and are exempt from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
54
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
We have adopted a Code of Business Conduct that applies to all of our officers, directors and employees (including our CEO and Interim Chief
Financial Officer) and have posted the Code of Business Conduct on our website at https://investors.sciplay.com/static-files/0926b359-398b-447c-b58f-
070446de7973. In the event that we have any amendments to or waivers from any provision of the Code of Business Conduct applicable to our CEO or Interim
Chief Financial Officer, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website
at https://investors.sciplay.com/financials-and-filings/sec-filings.
Information relating to our executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K. The other information called for by
this item is incorporated by reference to our definitive proxy statement relating to our 2022 annual meeting of stockholders, which will be filed with the SEC.
If such proxy statement is not filed on or before April 30, 2022, the information called for by this item will be filed as part of an amendment to this Annual
Report on Form 10-K on or before such date.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2022 annual meeting of
stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2022, the information called for by this item will be
filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2022 annual meeting of
stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2022, the information called for by this item will be
filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2022 annual meeting of
stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2022, the information called for by this item will be
filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2022 annual meeting of
stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2022, the information called for by this item will be
filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
55
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
1. Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)
Consolidated Statements of Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Changes in Stockholders’ Equity/Accumulated Net Parent Investment for the years ended December
31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
2. Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts
3. Exhibits
Form 10-K Page
57
58
59
60
61
62
63
83
84
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of SciPlay Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SciPlay Corporation and subsidiaries (the "Company") as of December 31, 2021 and 2020,
the related consolidated statements of income, comprehensive income, changes in stockholders' equity/accumulated net parent investment, and cash flows, for
each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as
the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
March 2, 2022
We have served as the Company's auditor since 2016.
57
SCIPLAY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
Years Ended December 31,
2020
2019
2021
$
606.1 $
582.2 $
(1)
(1)
(1)
(1)
Revenue
Operating expenses:
Cost of revenue
Sales and marketing
General and administrative
Research and development
Depreciation and amortization
Restructuring and other
Operating income
Other expense:
Other expense, net
Total other expense, net
Net income before income taxes
Income tax expense
Net income
Less: Net income attributable to the noncontrolling interest
(2)
Net income attributable to SciPlay
(3)
Basic and diluted net income attributable to SciPlay per share :
Basic
Diluted
$
$
$
190.0
135.3
62.4
39.7
15.5
31.5
131.7
(1.0)
(1.0)
130.7
5.7
125.0
105.7
19.3 $
185.3
130.7
66.2
33.3
9.7
2.0
155.0
(0.6)
(0.6)
154.4
8.4
146.0
125.1
20.9 $
0.80 $
0.77 $
0.92 $
0.86 $
Weighted average number of shares of Class A common stock used in per share
calculation:
Basic shares
Diluted shares
24.2
25.0
22.8
24.4
(1) Excludes depreciation and amortization.
(2) Includes $24.5 million legal settlement charge (see Note 11).
(3) Basic and diluted EPS is calculated including only net income attributable to SciPlay generated from May 7, 2019, the period following our IPO in which we had
outstanding Class A common stock. See Note 1 — Description of the Business and Summary of Significant Accounting Policies for further information regarding SciPlay
Corporation’s IPO. See Note 8 — Earnings Per Share for further details regarding the computation of earnings per share.
See accompanying notes to consolidated financial statements.
58
465.8
158.5
129.7
40.6
23.6
7.0
2.7
103.7
(1.5)
(1.5)
102.2
8.7
93.5
61.1
32.4
0.53
0.53
22.7
22.7
SCIPLAY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income
Other comprehensive income:
Foreign currency translation gain, net of tax
Total comprehensive income
Less: comprehensive income attributable to the noncontrolling interest
Comprehensive income attributable to SciPlay
Years Ended December 31,
2020
2019
2021
125.0 $
146.0 $
1.2
126.2
106.7
19.5 $
3.1
149.1
127.6
21.5 $
93.5
3.4
96.9
62.4
34.5
$
$
See accompanying notes to consolidated financial statements.
59
SCIPLAY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
As of December 31,
2021
2020
Current assets:
Cash and cash equivalents
Accounts receivable, net (allowance for doubtful accounts of $—)
Prepaid expenses and other current assets
ASSETS
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets and software, net
Deferred income taxes
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Due to affiliate
Total current liabilities
Operating lease liabilities
Liabilities under the TRA
Other long‑term liabilities
Total liabilities
Commitments and contingencies (see Note 11)
Stockholders’ equity:
Class A common stock, par value $0.001 per share, 625.0 shares authorized, 24.5 and 22.8 shares issued
and outstanding as of December 31, 2021 and 2020, respectively
Class B common stock, par value $0.001 per share, 130.0 shares authorized, 103.5 and 103.5 shares
issued and outstanding as of December 31, 2021 and 2020, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total SciPlay stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
364.4 $
39.6
6.4
410.4
3.5
6.8
131.1
49.6
78.5
1.7
681.6 $
20.0 $
50.2
1.6
71.8
5.4
64.7
14.7
156.6
—
0.1
45.2
52.2
1.1
98.6
426.4
525.0
681.6 $
268.9
36.6
5.9
311.4
4.4
8.5
129.8
30.3
82.5
1.9
568.8
23.2
22.9
5.5
51.6
7.5
68.5
5.7
133.3
—
0.1
46.1
32.9
0.9
80.0
355.5
435.5
568.8
See accompanying notes to consolidated financial statements.
60
SCIPLAY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/ACCUMULATED NET PARENT INVESTMENT
(in millions)
December 31, 2018
Activity prior to IPO and
organization transactions:
Net income
Transactions with Parent and
affiliates, net
Currency translation
adjustment and other
May 7, 2019
Issuance of Class A common
stock in the IPO, net of
underwriting discount and
offering costs
Issuance of Class B common
stock
Allocation of SGC equity to
noncontrolling interests
Distributions to Parent and
affiliates, net
Net effect of tax-related
organization transactions and
other
Activity subsequent to IPO
and organization
transactions:
Net income
Stock-based compensation
Currency translation and other
December 31, 2019
Net income
Stock-based compensation
Net issuance (redemption) of
common stock in connection
with RSUs
Distributions to Parent and
affiliates, net
Currency translation
December 31, 2020
Net income
Stock-based compensation
Net issuance (redemption) of
common stock in connection
with RSUs and other
Distributions to Parent and
affiliates, net
Currency translation
December 31, 2021
Accumulated
net parent
investment
$
140.8
Class A common
stock
Class B common
stock
Shares
Amount
—
— $
Shares
Amount
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Noncontrolling
interest
Total
— $
— $
— $
— $
(2.2) $
— $ 138.6
20.4
9.2
—
170.4
—
—
(170.4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
22.7
—
—
—
—
—
—
—
22.7 $
—
—
0.1
—
—
22.8 $
—
—
1.7
—
—
24.5 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
—
— $
—
— $
—
— $
—
103.5
—
—
—
—
0.1
—
—
—
59.9
—
30.7
(56.1)
5.6
—
—
—
—
—
—
—
—
103.5 $
—
—
—
—
—
0.1 $
—
—
—
1.5
0.1
41.7 $
—
4.5
12.0
—
—
12.0 $
20.9
—
—
—
(0.1)
—
—
—
103.5 $
—
—
—
—
0.1 $
—
—
—
—
46.1 $
—
1.5
—
—
32.9 $
19.3
—
—
—
(2.4)
—
—
—
103.5 $
—
—
0.1 $
—
—
45.2 $
—
—
52.2 $
See accompanying notes to consolidated financial statements.
$
$
$
$
—
—
1.9
(0.3) $
—
—
0.2
—
—
—
—
0.4
0.3 $
—
—
—
—
0.6
0.9 $
—
—
—
—
0.2
1.1 $
—
—
20.4
9.2
1.9
—
— $ 170.1
272.9
332.8
—
139.5
0.1
—
(255.6)
(311.7)
—
5.6
61.1
4.7
0.8
73.1
6.2
1.3
223.4 $ 277.5
146.0
125.1
22.0
17.5
(0.2)
(0.3)
(12.8)
2.5
(12.8)
3.1
355.5 $ 435.5
125.0
105.7
6.3
4.8
(10.6)
(13.0)
(30.0)
1.0
(30.0)
1.2
426.4 $ 525.0
61
SCIPLAY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash flow from operating activities:
Net income
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
Contingent acquisition consideration fair value adjustment
Legal reserve (see Note 11)
Deferred income taxes
Stock-based compensation
Operating expenses paid by Parent and affiliates
Payments of contingent acquisition consideration
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable
Prepaid expenses, other current assets and other assets
Accrued liabilities, accounts payable and other liabilities
Due to affiliate and other, net
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Business acquisitions, net of cash acquired
Net cash used in investing activities
Cash flows from financing activities:
Net proceeds from issuance of Class A common stock
Net proceeds from issuance of Class B common stock
Distributions to Scientific Games and affiliates, net
Payments of deferred offering costs
Payments of contingent acquisition consideration
Payments under tax receivable agreement
Payments on license obligations
Taxes paid related to net share settlement of equity awards and other
Payments of debt issuance costs
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
Supplemental cash flow information:
Cash paid for income taxes
Payment for Scientific Games’ intellectual property license included in Distributions to Scientific
Games and affiliates, net
Non-cash investing and financing transactions:
Non-cash additions to intangible assets related to license agreements
Years Ended December 31,
2020
2019
2021
$
125.0 $
146.0 $
93.5
15.5
(1.5)
24.5
3.6
7.2
—
—
(2.9)
—
(4.7)
(2.9)
163.8
(9.1)
(5.7)
(14.8)
—
—
(30.0)
—
(1.0)
(3.8)
(5.5)
(13.3)
—
(53.6)
0.1
95.5
268.9
364.4 $
9.7
—
—
4.3
22.0
—
(4.0)
(3.9)
(0.8)
17.2
2.9
193.4
(7.1)
(12.6)
(19.7)
—
—
(12.4)
—
(0.5)
(2.5)
(0.3)
(0.3)
—
(16.0)
0.6
158.3
110.6
268.9 $
4.8 $
2.0 $
—
—
7.0
1.7
—
(0.5)
8.9
7.2
(25.2)
(0.4)
1.7
(3.9)
3.0
93.0
(8.8)
—
(8.8)
341.7
0.1
(311.7)
(9.3)
(1.8)
—
(2.0)
—
(1.1)
15.9
0.5
100.6
10.0
110.6
1.5
255.0
14.1 $
1.8 $
—
$
$
$
See accompanying notes to consolidated financial statements.
62
SCIPLAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in USD, table amounts in millions, except per share amounts)
(1) Description of the Business and Summary of Significant Accounting Policies
Background and Nature of Operations
SciPlay Corporation was formed as a Nevada corporation on November 30, 2018 as a subsidiary of Scientific Games Corporation (“Scientific
Games”, “SGC”, and “the Parent”) for the purpose of completing a public offering and related transactions (collectively referred to herein as the “IPO”) in
order to carry on the business of SciPlay Parent LLC and its subsidiaries (collectively referred to as “SciPlay”, the “Company”, “we”, “us”, and “our”). As the
managing member of SciPlay Parent LLC, SciPlay operates and controls all of the business affairs of SciPlay Parent LLC and its subsidiaries.
We develop, market and operate a portfolio of games played on various mobile and web platforms, including social casino games Jackpot Party®
Casino, Gold Fish® Casino, Quick Hit® Slots, 88 Fortunes® Slots, MONOPOLY® Slots, and Hot Shot Casino®, and casual games Bingo Showdown®, and
Solitaire Pets™ Adventure. We have one operating segment with one business activity, developing and monetizing social games.
Initial Public Offering
We completed our initial public offering of 22,720,000 shares of Class A common stock in May 2019. After giving effect to the underwriters’ partial
exercise of their over-allotment option, we received $341.7 million in proceeds, net of underwriting discount, but before offering expenses of $9.3 million. In
connection with the IPO, we also 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.
In connection with the above, we consummated a series of organizational transactions, including amending and restating our articles of incorporation
to provide for Class A common stock and Class B common stock, resulting in the use of net proceeds from the IPO and the underwriters’ exercise of the over-
allotment option after deducting the underwriting discount, as follows:
To acquire 20,725,319 LLC Interests from SG Social Holding Company I, LLC
To acquire 1,994,681 newly issued LLC Interests from SciPlay Parent LLC
Net proceeds after deducting underwriting discount
(1)
(A) SG Social Holding Company I, LLC subsequently used these proceeds as follows:
Acquire IP License from Parent (“Upfront License Payment”)
Distributed as a dividend to Parent
(2)
(B) SciPlay Parent LLC subsequently used the proceeds as follows:
Fees and expenses incurred in connection with the IPO
General corporate purposes, including a portion of contingent acquisition consideration
(1) An unconsolidated intermediate holding company.
(2) Such rights, duties, obligations and interest under the IP License Agreement were assigned to SciPlay.
Note
(A)
(B)
Amount
311.7
30.0
341.7
255.0
56.7
311.7
9.3
20.7
30.0
$
$
$
$
$
$
Our corporate structure is commonly referred to as an “Up-C” structure, which allows 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. 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
63
provides the SG Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.
We also 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
Subsequent to 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 issued in the IPO does not hold majority voting rights but holds 100% of the economic interest in
the Company, which results in SciPlay Parent LLC being considered a VIE. Due to our power to control the activities most directly affecting the results of
SciPlay Parent LLC, we are considered the primary beneficiary of the VIE. Accordingly, beginning with the IPO, we 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”). SG Social Holding Company II, LLC is SciPlay’s predecessor for financial reporting purposes, and accordingly, for all periods presented prior to
May 7, 2019, the financial statements represent the financial statements of the predecessor. All intercompany balances and transactions have been eliminated in
consolidation.
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.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less. We place our
temporary cash investments with high credit quality financial institutions. At times, such investments in U.S. accounts may be in excess of the Federal Deposit
Insurance Corporation insurance limit. We had $7.3 million and $5.6 million held in foreign currency and foreign bank accounts as of December 31, 2021 and
December 31, 2020, respectively.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any estimated uncollectible amounts. We review
accounts receivable regularly and make estimates for the allowance for doubtful accounts when there is doubt as to our ability to collect individual balances. In
evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, the platform provider's payment
history and current creditworthiness, and current economic trends. Bad debts are written off after all collection efforts have ceased. We do not require collateral
from our platform providers.
We had no allowance for doubtful accounts as of December 31, 2021 and December 31, 2020 and had no significant write-offs or recoveries during
the last three years.
Long-Lived Assets and Finite-Lived Intangible Assets
64
We assess the recoverability of our other long-term assets (including intangibles) with finite lives whenever events arise or circumstances change that
indicate the carrying value of the asset may not be recoverable. Recoverability of long-lived assets (or asset groups) to be held and used is measured by a
comparison of the carrying amount of the asset (or asset group) to the expected net future undiscounted cash flows to be generated by that asset (or asset
group).
The amount of impairment of other long-lived assets and intangible assets with finite lives is measured by the amount by which the carrying amount
of the asset exceeds the fair market value of the asset.
Revenue Recognition
We generate revenue from the sale of coins, chips and cards, 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 Microsoft. The games we offer are internally branded franchises,
original content and/or third-party branded games.
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 and the
number of players generating revenue could vary on such basis, which represent different economic risk profiles.
The following table presents our revenue disaggregated by type of platform:
Mobile
Web and other
Total revenue
Years Ended December 31,
2020
2019
2021
$
$
537.3 $
68.8
606.1 $
505.9 $
76.3
582.2 $
391.0
74.8
465.8
The following table presents our revenue disaggregated based on the geographical location of our players:
North America
International
(1)
Total revenue
Years Ended December 31,
2020
2019
2021
$
$
555.5 $
50.6
606.1 $
533.3 $
48.9
582.2 $
422.4
43.4
465.8
(1) North America revenue includes revenue derived from the U.S., Canada, and Mexico. For the years ended December 31, 2021, 2020, and
2019, U.S. revenue was $515.8 million, $496.0 million, and $395.3 million, respectively.
General
Our social and mobile games operate on a free-to-play model, whereby game players may collect coins, chips or cards free of charge through the
passage of time or through targeted marketing promotions. If a game player wishes to obtain coins, chips or cards above and beyond the level of free coins,
chips or cards available to that player, the player may purchase additional coins, chips or cards. Once a purchase is completed, the coins, chips or cards are
deposited into the player's account and are not separately identifiable from previously purchased coins, chips or cards or coins, chips and cards obtained by the
game player for free. Once obtained, coins, chips or cards (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game
play within our apps. When coins, chips or cards are played in the games, the game player could "win" and would be awarded additional coins, chips or cards,
or could "lose" and lose the future use of those coins, chips or cards. We have concluded that coins, chips and cards represent consumable goods, because the
game player does not receive any additional benefit from the games and is not entitled to any additional rights once the coins, chips or cards are substantially
consumed.
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Control transfers and we recognize revenues from player purchases of coins, chips and cards as the coins, chips or cards are consumed for game play. We
determined through a review of play behavior that game players generally do not purchase additional coins, chips and cards until their existing coins, chips and
cards balances have been substantially consumed. As we are able to track the duration between purchases of coins, chips and cards for individual game players
for specific games, we are able to reliably estimate the period of time over which coins, chips and cards are consumed. Accordingly, for most games, we
recognize revenue using an item-based revenue model.
We estimate the amount of outstanding purchased coins, chips and cards at period end based on customer behavior, because we are unable to
distinguish between the consumption of purchased or free coins, chips and cards. Based on an analysis of the customers' historical play behavior, the timing
difference between when coins, chips or cards are purchased by a customer and when those coins, chips or cards are consumed in game play is relatively short.
We continuously gather and analyze detailed customer play behavior and assess this data in relation to our judgments used for revenue recognition.
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 coins, chips and cards is made at
purchase, and such payments are non-refundable in accordance with our standard terms of service. Such payments are initially recorded as a contract liability,
and revenue is subsequently recognized as we satisfy our performance obligations.
The following table summarizes our opening and closing balances in contract assets, contract liabilities and accounts receivable:
Balance as of January 1, 2021
Balance as of December 31, 2021
(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.
$
36.6 $
39.6
0.2 $
0.2
0.6
0.5
Accounts
Receivable
Contract Assets
(1)
Contract
Liabilities
(2)
During the years ended December 31, 2021 and 2020, we recognized $0.6 million and $0.6 million, respectively, of revenue that was included in the
respective period beginning contract liability balance. Substantially all of our unsatisfied performance obligations relate to contracts with an original expected
length of one year or less.
Principal-Agent Considerations
Our games are played on various third-party platforms for which the platform providers collect proceeds from our customers and pay us an amount
after deducting a platform fee. Because we have control over the content and functionality of games before they are accessed by the end user, we have
determined we are the principal and, as a result, revenues are recorded on a gross basis. Payment processing fees paid to platform providers (such as Facebook,
Apple, Amazon, Google and Microsoft) are recorded within cost of revenue.
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Concentration of Credit Risk
Our revenue and accounts receivable are generated via certain platform providers, which subject us to a concentration of credit risk. 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:
Apple
Google
Facebook
Cost of Revenue
Revenue
Concentration
Years Ended December 31,
2020
2021
Accounts
Receivable
Concentration
As of December 31,
2019
2021
2020
47.1 %
36.7 %
12.4 %
46.3 %
37.1 %
13.1 %
44.8 %
35.9 %
16.7 %
49.8 %
33.9 %
12.1 %
49.2 %
35.4 %
11.5 %
Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate social gaming revenue. Such costs are recorded as
incurred, and primarily consist of fees withheld by our platform providers from the player proceeds received by the platform providers on our behalf and
licensing fees.
Depreciation and amortization expense is excluded from cost of revenue and other operating expenses and is separately presented on the consolidated
statements of income.
Advertising Cost
The cost of advertising is expensed as incurred and totaled $123.1 million, $123.0 million and $123.6 million for the years ended December 31, 2021,
2020 and 2019, respectively. Advertising costs primarily consist of marketing and player acquisition and retention costs and are included in Sales and
marketing expenses.
Research and Development (R&D)
R&D costs relate primarily to employee costs associated with game development and enhancement costs that do not meet internal-use software
capitalization criteria. Such costs are expensed as incurred.
Restructuring and Other
Restructuring and other includes charges or expenses attributable to: (a) employee severance; (b) management changes; (c) restructuring and
integration; (d) M&A and other, which includes (i) M&A transaction costs; (ii) purchase accounting adjustments (including contingent acquisition
consideration); (iii) unusual items (including legal settlements related to major litigation); and (iv) other non-cash items; and (e) cost-savings initiatives.
Restructuring and other expense for the years ended December 31, 2021, 2020 and 2019 primarily related to items (a), (c), and (d) set forth above,
which included a $24.5 million legal settlement charge for the year ended December 31, 2021 (see Note 11).
Contingent Acquisition Consideration
Our 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 Restructuring and other
expenses. The inputs used to measure the fair value of the Contingent acquisition 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).
During the second quarter of 2019, we agreed with the SpiceRack selling shareholders to pay them $31.0 million in total contingent acquisition
consideration. We paid $4.0 million and $27.0 million during the years ended December 31, 2020 and 2019, respectively.
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During the second quarter of 2020, we acquired Come2Play for a total purchase consideration of $17.8 million which includes $3.7 million in
estimated contingent acquisition consideration. During 2021, we remeasured the Come2Play contingent acquisition consideration resulting in a $1.5 million
reduction, which is included in Restructuring and other. We paid $0.5 million and $1.0 million during the years ended December 31, 2020 and 2021,
respectively.
The following table summarizes our contingent acquisition consideration liabilities:
Contingent acquisition consideration included in accrued liabilities
Contingent acquisition consideration included in other long-term liabilities
As of December 31,
2020
2021
$
1.0 $
—
1.0
2.4
The maximum remaining payout for contingent acquisition consideration was $6.0 million, as of December 31, 2021.
Foreign Currency Translation
We have operations in Israel and Finland where the local currency is the functional currency. Assets and liabilities of foreign operations are translated
at period-end rates of exchange, and results of operations are translated at the average rates of exchange for the period. Gains or losses resulting from
translating the foreign currency financial statements were accumulated as a separate component of Accumulated other comprehensive income (loss) in
Stockholders’ Equity/Accumulated Net Parent Investment. Gains or losses resulting from foreign currency transactions are included in Other income
(expense), net.
Acquisitions
We account for business combinations in accordance with ASC 805. This standard requires the acquiring entity in a business combination to recognize
all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of
acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition
related restructuring costs, which are expensed as incurred, from acquisition accounting. If the Company determines the assets acquired do not meet the
definition of a business under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets rather than a business
combination. In an asset acquisition, the acquiring entity is required to allocate the cost of the group of assets acquired to the individual assets acquired or
liabilities assumed based on the relative fair values of net identifiable assets acquired other than non-qualifying assets (for example cash) and does not record
goodwill.
In July 2021, we acquired privately held Koukoi Games Oy, a Finnish-based developer and operator of casual mobile games, for $5.4 million cash
consideration, net of cash acquired, that allows us to expand our casual games portfolio. The transaction was accounted for as an asset acquisition, with
substantially all of the cash consideration transferred allocated to intellectual property, which was assigned a 5-year useful life.
In June 2020, we completed the acquisition of all of the issued and outstanding capital stock of privately held mobile and social game company
Come2Play, which expands our existing portfolio of social games. Come2Play offers a solitaire social game targeted towards casual game players on the same
platforms in which we currently offer our existing games. The total purchase consideration was $17.8 million including $3.7 million in contingent acquisition
consideration. Our allocation of the purchase price resulted in $12.7 million allocated to acquired intangible assets, which included $6.8 million in customer
relationships, $4.1 million in intellectual property, and $1.8 million in brand names, which have useful lives of seven, five and seven years, respectively, an
immaterial amount of net working capital and $6.9 million in excess purchase price allocated to goodwill. The factors contributing to the recognition of
goodwill are based on expected synergies resulting from this acquisition, including the expansion of the games portfolio. None of the resultant goodwill is
expected to be deductible for income tax purposes.
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The results of operations from the above acquisitions have been included in our consolidated statement of income since the date of acquisition, which
results were not material for the periods presented nor any historical periods. The fair value of intangible assets was determined using a combination of the
royalty savings method and excess earnings method, and considered the Level 3 hierarchy as established by ASC 820.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We estimate the fair value of our
assets and liabilities, when necessary, using an established three-level hierarchy in accordance with ASC 820.
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, accounts receivable, prepaid expenses and other current
assets, accounts payable and accrued liabilities, approximates their recorded values due to the short-term nature of these instruments. Additionally, the inputs
used to measure the fair value of contingent consideration liability are categorized as Level 3 in the fair value hierarchy. Refer to Contingent Acquisition
Consideration section above for additional disclosures.
As of December 31, 2021 and 2020 we did not have other assets and liabilities recorded at fair value on a recurring or nonrecurring basis other than
those described above.
Minimum guarantees under licensing agreements
We enter into long-term license agreements with third parties in which we are obligated to pay a minimum guaranteed amount of royalties, typically
periodically over the life of the contract. These license agreements provide us with access to a portfolio of major brands to be used across our games. We
account for the minimum guaranteed obligations within Current liabilities and Other long-term liabilities at the onset of the license arrangement and record a
corresponding licensed asset within intangible assets, net. The licensed intangible assets related to the minimum guaranteed obligations are
amortized over the term of the license agreement with the amortization expense recorded in Depreciation and amortization. The long-term liability related to
the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. We assess the recoverability of license
agreements whenever events arise or circumstances change that indicate the carrying value of the licensed asset may not be recoverable. Recoverability of the
licensed asset and the amount of impairment, if any, are determined using our policy for intangible assets with finite useful lives.
The following reflects amortization expense related to these licenses and recorded in depreciation and amortization:
Amortization expense
2021
Years Ended December 31,
2020
2019
$
4.6
$
1.2
$
0.8
The following are our total minimum guaranteed obligations for the periods presented:
Current liabilities
Other long-term liabilities
Total minimum guarantee obligation
Weighted average remaining term (in years)
Revolving Credit Facility
As of December 31,
2020
2021
$
$
3.7 $
11.2
14.9 $
3.9
2.6
0.3
2.9
2.4
SciPlay Holding, a wholly owned subsidiary of SciPlay Parent 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 that matures in May 2024. The interest
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rate is either Adjusted LIBOR (as defined in the Revolver) plus 2.250% (with one 0.250% leverage-based step-down to the margin and one 0.250% leverage-
based step-up to the margin) or ABR (as defined in the Revolver) plus 1.250% (with one 0.250% leverage-based step-down to the margin and one 0.250%
leverage-based step-up to the margin) at our option. We are required to pay to the lenders a commitment fee of 0.500% per annum on the average daily unused
portion of the revolving commitments through maturity, which will be the five-year anniversary of the closing date of the Revolver, which fee varies based on
the total net leverage ratio and is subject to a floor of 0.375%. As of December 31, 2021, the commitment fee was 0.375% per annum. The Revolver provides
for up to $15.0 million in letter of credit issuances, which requires customary issuance and administration fees, and a fronting fee of 0.125%.
On May 27, 2021, we entered into Amendment No. 1 to the Revolver, by and among SciPlay Holding, SciPlay Parent LLC, the several banks and
other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent and issuing lender
(such amendment, “Amendment No. 1”). Amendment No. 1 amended, among other things, certain negative covenants in the Revolver to permit SciPlay
Holding to merge or consolidate with and into its direct subsidiary, Phantom EFX, LLC, which was renamed SciPlay Games, LLC (“SciPlay Games”)
immediately following such merger. Substantially simultaneously with the merger, SciPlay Games expressly assumed all obligations of SciPlay Holding as the
successor borrower under the Revolver.
The Revolver contains covenants that, among other things, restrict our ability to incur additional indebtedness; incur liens; sell, transfer or dispose of
property and assets; invest; make dividends or distributions or other restricted payments; and engage in affiliate transactions, with the exception of certain
payments under the TRA and payments in respect of certain tax distributions under the Operating Agreement. In addition, the Revolver requires us to maintain
a maximum total net leverage ratio not to exceed 2.50:1.00 and to maintain a minimum fixed charge coverage ratio of no less than 4.00:1.00. Such covenants
are tested quarterly at the end of each fiscal quarter. As of December 31, 2021, there were no borrowings outstanding, and we were in compliance with the
financial covenants under the Revolver.
The Revolver is secured by a (i) first priority pledge of the equity securities of SciPlay Holding, SciPlay Parent LLC’s restricted subsidiaries and each
subsidiary guarantor party thereto and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and
material fee-owned real property of SciPlay Parent LLC, SciPlay Holding and each subsidiary guarantor party thereto, in each case, subject to customary
exceptions.
We capitalized $1.1 million in debt issuance costs associated with the Revolver as of May 7, 2019, which are presented in Other assets and amortized
over the term of the arrangement and reflected in Other income (expense). We have incurred $0.6 million in unused revolver commitment fees during the year
ended December 31, 2021, which are reflected in Other income (expense).
New Accounting Guidance‑ Recently Adopted
The FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments, on July 19, 2021. The new
guidance requires the lessor to classify a lease with variable lease payments that do not depend on an index or a rate as an operating lease at lease
commencement if classifying the lease as a sales-type lease or direct financing lease would result in the recognition of a selling loss. We adopted this standard
during the third quarter of 2021 on a prospective basis. The adoption of this guidance did not have a material effect on our consolidated financial statements.
New Accounting Guidance‑ Not Yet Adopted
The FASB issued ASU 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, in 2022 or potentially 2023 (pending possible extension).
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. We do not expect a material impact on our consolidated
financial statements from the adoption of this guidance.
We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements.
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(2) Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
Prepaid expenses and other
Income tax receivable
Contract assets
.
(3) Property and equipment, net
As of December 31,
2021
2020
$
$
4.6 $
1.6
0.2
6.4 $
4.1
1.6
0.2
5.9
Property and equipment, net are stated at cost, and when placed in service, are depreciated using the straight-line method over the estimated useful
lives of the assets as follows:
Item
Computer equipment
Furniture and fixtures
Leasehold improvements
Estimated Life in Years
3 - 5
5 - 10
Shorter of the estimated useful life or remaining lease term
Property and equipment, net consisted of the following:
Computer equipment
Furniture and fixtures
Leasehold improvements and other
Less: accumulated depreciation and amortization
Total property and equipment, net
As of December 31,
2021
2020
5.7 $
2.1
3.1
(7.4)
3.5 $
5.0
2.1
2.9
(5.6)
4.4
$
$
The following reflects depreciation and amortization expense related to property and equipment included within depreciation and amortization:
Depreciation and amortization expense
$
1.8 $
1.7 $
0.9
Years Ended December 31,
2020
2019
2021
(4) Goodwill, Intangible Assets and Software, net
Goodwill
$120.7 million of goodwill reflected in these financial statements was allocated based on an estimate of the relative fair value that existed at the time
of origination of goodwill in connection with the Parent’s legacy acquisitions and our acquisition of SpiceRack. The carrying value of goodwill increased by
$6.9 million, as a result of the Come2Play acquisition in 2020.
We have identified a single reporting unit based on our management structure. Goodwill is tested for impairment annually as of October 1 of each
fiscal year, or whenever events or circumstances make it more likely than not that impairment may have occurred since completion of the last annual test. We
test our goodwill using the qualitative assessment to determine whether the fair value is “more likely than not” less than its carrying value. When qualitative
factors indicate that the fair value is more likely than not less than its carrying value, a quantitative assessment is performed and an
71
impairment charge is recognized for the amount by which the carrying value exceeds the fair value determined based on a quantitative test, not to exceed the
total amount of goodwill.
Our annual goodwill impairment test as of October 1, 2021 indicated estimated fair value is in excess of its carrying value.
The table below reconciles the changes in the carrying value of goodwill for the period from December 31, 2019 to December 31, 2021.
Balance as of December 31, 2019
Acquired Goodwill
Foreign currency adjustments
Balance as of December 31, 2020
Foreign currency adjustments
Balance as of December 31, 2021
Intangible Assets and Software, net
Total
120.7
6.9
2.2
129.8
1.3
131.1
$
$
Intangible assets reflected in these financial statements were allocated based on an estimate of the relative fair value that existed at the time of
origination of intangible assets in connection with the acquisitions. Intangible assets increased during the year ended December 31, 2021 as a result of the
Koukoi acquisition and new minimum guarantee licenses that have been entered into. Identified intangible assets are amortized over three to ten years using the
straight-line method, which materially approximates the pattern of the assets' use. Factors considered when assigning useful lives include legal, regulatory and
contractual provisions, game or technology obsolescence, demand, competition and other economic factors.
The following table presents certain information regarding our intangible assets:
Balance as of December 31, 2021
Amortizable intangible assets:
Intellectual property
Customer relationships
Software
Licenses
Brand names and other
Balance as of December 31, 2020
Amortizable intangible assets:
Intellectual property
Customer relationships
Software
Licenses
Brand names
Gross
Carrying
Amount
Accumulated
Amortization
Net
Balance
$
$
$
$
49.6 $
30.7
28.1
23.6
6.7
138.7 $
42.2 $
30.5
21.9
7.7
6.1
108.4 $
(40.4) $
(22.1)
(17.8)
(4.5)
(4.3)
(89.1) $
(37.2) $
(19.8)
(13.8)
(3.5)
(3.8)
(78.1) $
9.2
8.6
10.3
19.1
2.4
49.6
5.0
10.7
8.1
4.2
2.3
30.3
.
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The following reflects amortization expense related to intangible assets included within depreciation and amortization:
Amortization expense
Years Ended December 31,
2020
2019
2021
$
13.7 $
8.0 $
6.1
Estimated amortization expense for the years ending December 31, 2022 through 2026 and thereafter is as follows:
Year
2022
2023
2024
2025
2026
Thereafter
(5) Accrued liabilities
Accrued liabilities consisted of the following:
Legal contingencies (see Note 11)
Compensation and benefits
Liabilities under the TRA
License minimum guarantees
Operating lease liabilities
Contingent acquisition consideration
Income and other taxes
Other
Expense
$
$
As of December 31,
2021
2020
$
$
24.5 $
11.7
4.1
3.7
2.2
1.0
0.4
2.6
50.2 $
14.9
12.9
9.9
7.3
2.6
2.0
49.6
—
10.8
4.0
—
2.0
1.0
3.1
2.0
22.9
(6) Leases
Our operating leases primarily consist of real estate leases such as offices. Our leases have remaining terms of approximately 3 years. We do not have
any finance leases. Our total variable and short term lease payments and operating lease expenses were immaterial for all periods presented.
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Supplemental balance sheet and cash flow information related to operating leases is as follows:
Operating lease right-of-use assets
Accrued liabilities
Operating lease liabilities
Total operating lease liabilities
(1)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
Weighted average remaining lease term, years
Weighted average discount rate
$
$
$
December 31, 2021
6.8
2.2
5.4
7.6
2.4
3.27
5.0 %
$
$
$
December 31, 2020
8.5
2.0
7.5
9.5
2.4
4.26
5.0 %
(1) Right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2021 were immaterial.
Lease liability maturities:
2022
2023
2024
2025
Less: Imputed Interest
Total
Operating Leases
$
$
2.5
2.6
2.4
0.7
(0.6)
7.6
As of December 31, 2021, we did not have material additional operating leases that have not yet commenced.
(7) Stockholders’ Equity and Noncontrolling Interest
Stockholders’ Equity
Holders of our Class A common stock and Class B common stock vote together as a single class, except where separate class voting is required by
Nevada law. Each share of Class A common stock entitles its holder to one vote on all matters presented to our stockholders generally. Each share of Class B
common stock entitles its holder to ten votes on all matters presented to our stockholders generally, for so long as the number of shares of our common stock
beneficially owned by the SG Members and their affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per
share. As of December 31, 2021, Scientific Games owned all of the outstanding Class B common stock. Accordingly, Scientific Games continues to control
shares representing 97.7% of the voting power in us and continues to have a controlling financial interest in and consolidate us.
Noncontrolling Interest
We are a holding company, and our sole material assets are LLC Interests that we purchased from SciPlay Parent LLC and SG Holding I, representing
an aggregate 19.2% economic interest in SciPlay Parent LLC. The remaining 80.8% economic interest in SciPlay Parent LLC is owned indirectly by Scientific
Games, through the ownership of LLC Interests by the indirect wholly owned subsidiaries of Scientific Games, the SG Members.
The organizational transactions (including the IP License Agreement), consummated in connection with the completion of the IPO, as described in
Note 1, were executed concurrently with a single economic objective; therefore, the net effect of these transactions along with accumulated net parent
investment balance as of the IPO date was allocated on a pro rata basis between additional paid-in capital and noncontrolling interest.
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Stock-Based Compensation
Our Long-Term Incentive Plan authorizes the issuance of up to 6.5 million shares of our Class A common stock to be granted in connection with
awards of incentive and nonqualified stock options, restricted stock and stock units, stock appreciation rights and performance-based awards. At our 2020
annual meeting of stockholders, our stockholders approved the adoption of the 2020 Employee Stock Purchase Plan (the “ESPP”), which authorizes the
issuance of up to 250,000 shares of our Class A common stock. The first offering period under the ESPP commenced on January 1, 2021. During 2021, we
issued 28,639 shares under the ESPP at an average issue price of $12.73.
The Parent maintains an equity incentive awards plan under which the Parent may issue, among other awards, time‑based and performance‑based
stock options and restricted stock units to our employees. Although awards under such plan result in the issuance of shares of the Parent, the amounts are a
component of the total compensation for our employees and are included in our stock‑based compensation expense, which is accounted for as a component of
Stockholders’ equity.
The following table summarizes stock‑based compensation expense that is included in general and administrative expenses:
Related to SciPlay equity awards
Related to the Parent’s equity awards
Total
Restricted Stock Units (RSUs)
Years Ended December 31,
2020
2019
2021
$
$
6.8 $
0.4
7.2 $
21.4 $
0.6
22.0 $
5.7
3.2
8.9
A summary of changes in unvested RSUs under our equity-based compensation plans during 2021 is presented below:
Unvested RSU as of December 31, 2020
Granted
Vested
Cancelled
Unvested RSU as of December 31, 2021
Number of
Shares
588,461
434,262
(262,668)
(82,894)
677,161
Weighted Average Grant
Date Fair Value
$
$
$
$
12.24
18.40
11.19
13.17
$
14.74
The weighted-average grant date fair value of RSUs granted during 2021, 2020, and 2019, was $18.40, $12.66, and $12.21, 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 December 31, 2021, we had $9.1 million of
unrecognized stock-based compensation expense relating to unvested RSUs that will be amortized on a straight-line basis over a weighted-average remaining
term of approximately 1.4 years. The fair value at vesting date of RSU’s vested during the years ended December 31, 2021, 2020, and 2019, was $4.6 million,
$1.7 million, and $— respectively.
Performance-Based Restricted Stock Units (PRSUs)
Starting with the second quarter of 2019, SciPlay employees including our senior executives are granted PRSUs with respect to our Class A common
stock. The performance criteria for vesting of such PRSUs granted is generally based on revenue and/or Adjusted EBITDA metrics. Recipients of these awards
generally must be actively employed by and providing services to the Company on the day the granted PRSUs vest in order to receive an award payout. In
certain cases, upon death, disability or a qualifying termination, all or a pro-rata portion of the PRSUs will remain eligible to vest at the end of the performance
period.
The fair value of the PRSUs granted was based on the average high-low price of our Class A common stock for the day prior to the date of each grant.
Stock-based compensation expense associated with these awards is recognized over the
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service period based on our projection as to the probable outcome of the above specified performance conditions. We reassess the probability of meeting the
above specified performance conditions at each reporting period using our current management forecast and adjust stock-based compensation expense to
reflect current expected results, as necessary.
The following is a summary of changes in unvested PRSUs during 2021:
Unvested PRSU as of December 31, 2020
Granted
Vested
Cancelled
Unvested PRSU as of December 31, 2021
Number of
Shares
3,533,566
1,169,435
(2,157,264)
(1,094,194)
1,451,543
Weighted Average Grant
Date Fair Value
$
$
$
$
15.77
17.22
15.81
16.08
$
17.13
The weighted-average grant date fair value of PRSUs granted during 2021, 2020, and 2019 was $17.22, $14.94, and $15.76, respectively. All of the
PRSUs granted during 2021 remained unvested as of December 31, 2021. As of December 31, 2021, we had $4.1 million of unrecognized stock-based
compensation expense relating to unvested PRSUs that will be amortized on a straight-line basis over a weighted-average remaining term of approximately 1.0
year. The fair value at vesting date of PRSU’s vested during the years ended December 31, 2021, 2020, and 2019, was $38.1 million, $0.5 million, and $—,
respectively.
(8) Earnings per Share
The table below sets forth a calculation of basic earnings per share ("EPS") based on net income attributable to SciPlay divided by the basic weighted
average number of Class A common stock. Diluted EPS of Class A common stock is computed by dividing net income attributable to SciPlay by the weighted
average number of shares of Class A common stock outstanding adjusted to give effect to all potentially dilutive securities, using the treasury stock method.
Basic and diluted EPS is calculated including only net income attributable to SciPlay generated from May 7, 2019, the period following our IPO in
which we had outstanding Class A common stock.
We excluded Class B common stock from the computation of basic and diluted EPS, as holders of Class B common stock do not have an economic
interest in us and therefore a separate presentation of EPS of Class B common stock under the two-class method has not been provided.
Numerator:
Net income
Less: net income attributable to SG Social Holding Company II, LLC prior to IPO
Less: net income attributable to the noncontrolling interest
Net income attributable to SciPlay
Denominator:
Weighted average shares of Class A common stock for basic EPS
Effect of dilutive securities:
Stock-based compensation grants
Weighted average shares of Class A common stock for diluted EPS
Basic and diluted net income attributable to SciPlay per share:
Basic
Diluted
76
Years Ended December 31,
2020
2019
2021
$
$
$
$
125.0 $
—
105.7
19.3 $
146.0 $
—
125.1
20.9 $
24.2
0.8
25.0
22.8
1.6
24.4
0.80 $
0.77 $
0.92 $
0.86 $
93.5
20.4
61.1
12.0
22.7
—
22.7
0.53
0.53
(9) Income Taxes
Income taxes are determined using the liability method of accounting for income taxes, under which deferred tax assets ("DTAs") and deferred tax
liabilities ("DTLs") are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets
and liabilities. Deferred income tax balances are reported using currently enacted tax rates and are adjusted for changes in such rates in the period of change.
We hold an economic interest of 19.2% in SciPlay Parent LLC. The 80.8% that we do not own represents a noncontrolling interest for financial
reporting purposes. SciPlay Parent LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As such, SciPlay
Parent LLC is not subject to income tax in most U.S. jurisdictions, and SciPlay Parent LLC’s members, of which we are one, are liable for income taxes based
on their allocable share of SciPlay Parent LLC’s taxable income.
The components of Net income before income taxes are as follows:
United States
Foreign
Net income before income taxes
The components of income tax expense are as follows:
Current
U.S. Federal
U.S. State
Foreign
Total
Deferred
U.S. Federal
U.S. State
Foreign
Total
Total income tax expense
The reconciliation of the U.S. federal statutory tax rate to the actual tax rate is as follows:
Statutory U.S. federal income tax rate
U.S. state income taxes, net of federal benefit
Noncontrolling interest
Other
Effective income tax rate
Years Ended December 31,
2020
2019
2021
128.6 $
2.1
130.7 $
155.0 $
(0.6)
154.4 $
101.1
1.1
102.2
Years Ended December 31,
2020
2019
2021
0.4 $
0.4
1.2
2.0 $
4.4
0.2
(0.9)
3.7
1.7 $
1.3
1.0
4.0 $
3.6
0.9
(0.1)
4.4
5.7 $
8.4 $
5.4
1.5
0.9
7.8
0.6
0.5
(0.2)
0.9
8.7
$
$
$
$
$
Years Ended December 31,
2020
2019
2021
21.0 %
0.5 %
(16.7)%
(0.4)%
4.4 %
21.0 %
1.3 %
(17.3)%
0.4 %
5.4 %
21.0 %
1.7 %
(12.2)%
(2.0)%
8.5 %
Our effective tax rate for the years ended December 31, 2021, 2020, and 2019 differ from the statutory rate of 21.0% primarily because we do not
record income taxes for the noncontrolling interest portion of U.S. pre-tax income. Additionally, the periods prior to the IPO are presented using historical
results of operations and cost basis of the assets and liabilities as if we operated on a standalone basis during those periods, and the tax provision is calculated
as if we completed separate tax returns apart from our Parent (“Separate-return Method’’). Certain legal entities that are included in these financial statements
77
under the Separate-return Method were included in tax filings of affiliated entities that are not part of these financial statements.
The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following:
Deferred tax assets:
Investment in LLC
TRA liability
Other
Valuation allowance
Realizable deferred tax assets
Deferred tax liabilities:
Difference in financial reporting and tax basis for:
Identifiable intangible assets
Other
Total deferred tax liabilities
Net deferred tax assets on balance sheet
As of December 31,
2021
2020
$
$
73.1 $
16.7
1.5
(12.1)
79.2
(3.5)
(0.7)
(4.2)
75.0 $
74.3
17.5
0.7
(9.6)
82.9
(2.9)
—
(2.9)
80.0
As a result of the IPO, we recorded a deferred tax asset for the difference between the financial reporting value and the tax basis of our investment in
SciPlay Parent LLC. We also recorded a deferred tax asset for the tax basis increases that will be generated from future payments under the Tax Receivable
Agreement. The TRA liability represents 85% of the tax savings we expect to receive from the amortization deductions associated with the step-up in basis of
depreciable assets under Internal Revenue Code Section 754. This DTA will be realized as cash payments are made to the TRA participants.
As of December 31, 2021, we did not have any material NOL or credit carryforwards.
The following table summarizes our valuation allowances:
Federal
State
Foreign
As of December 31,
2021
2020
$
$
(10.5) $
(1.6)
—
(12.1) $
(8.4)
(1.2)
—
(9.6)
At each reporting period, we analyze the likelihood of our deferred taxes assets to be realized. If, based upon all available evidence, both positive and
negative, it is more likely than not that such deferred tax assets will not be realized, a valuation allowance is recorded. As a result of this analysis, we
determined that a portion of the DTA related to our investment in SciPlay Parent LLC is not expected to be realized; therefore, we recorded a valuation
allowance on this portion of the outside basis difference in our investment.
We apply a recognition threshold and measurement attribute related to uncertain tax positions taken or expected to be taken on our tax returns. We
recognize a tax benefit for financial reporting of an uncertain income tax position when it has a greater than 50% likelihood of being sustained upon
examination by the taxing authorities. We measure the tax benefit of an uncertain tax position based on the largest benefit that has a greater than 50%
likelihood of being ultimately realized including evaluation of settlements. For the years ended December 31, 2021 and 2020, we had no unrecognized tax
benefits.
We file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2021, tax years for 2019,
2020, and 2021 are subject to examination by the tax authorities. There are no material U.S. federal, state, local or non-U.S. examinations by tax authorities
currently ongoing.
78
(10) Related Party Transactions
The following is the summary of expenses paid to Scientific Games and settled in cash:
Years Ended December 31,
2020
2021
2019
Financial Statement Line Item
(1)
Royalties for Scientific Games IP
Royalties to Scientific Games for third-party IP
Parent services
TRA payments
Distributions to Parent and affiliates, net
(1) In accordance with the IP License Agreement, we did not incur any additional royalty expense related to Scientific Games IP after the effective date of the IP License Agreement.
(2) Under the terms of the Operating Agreement, SciPlay Corporation relies on distributions from SciPlay Parent LLC to pay its obligations under the TRA and any other tax obligations. All
distributions must be on a pari-passu basis, thus initiating a pro-rata distribution to Parent and affiliates.
10.2 Cost of revenue
6.9 Cost of revenue
5.0 General and administrative
— Accrued liabilities
— Noncontrolling interest
— $
2.6
5.8
3.8
30.0
— $
7.0
5.9
2.5
12.8
$
(2)
(2)
The following is the summary of balances due to affiliates:
Royalties to Scientific Games for third-party IP
Parent services
Reimbursable expenses to (from) Scientific Games and its subsidiaries
IP Royalties
As of December 31,
2021
2020
$
$
0.3 $
0.9
0.4
1.6 $
2.5
0.8
2.2
5.5
In connection with the IPO, we entered into the IP License Agreement from which we obtained an exclusive (subject to certain limited exceptions),
perpetual, non-royalty-bearing license from SG Gaming, Inc. (formerly known as Bally Gaming, Inc.) (“SG Gaming”) for intellectual property created or
acquired by SG Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any of our currently available or future
social games that are developed for mobile platforms, social media platforms, internet platforms or other interactive platforms and distributed solely via digital
delivery, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by SG Gaming or its affiliates after such third
anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or
fees for our use of intellectual property owned by SG Gaming or its affiliates in our currently available games. The purchase price of the license was $255.0
million, which was determined based on the appropriate valuation methodology performed by a third-party valuation specialist. This transaction was treated as
a deemed distribution to the Parent as it constitutes a transaction between entities under common control.
The Parent frequently licenses intellectual property (“IP”) from third parties, which we use in developing our games pursuant to the IP License
Agreement. Royalties allocated for use of third‑party IP are charged to us and are typically based upon net social gaming revenues and the royalty rates defined
and stipulated in the third‑party agreements.
Parent Services
On September 5, 2016, we entered into a Services Agreement with the Parent pursuant to which the Parent and its subsidiaries provide us various
corporate services. In connection with the IPO described above, we entered into a new Services Agreement under which the Parent and its subsidiaries will
continue to provide us the below services on substantially the same terms.
Parent services represent charges of corporate level general and administrative expenses that pay for services related to, but not limited to, finance,
corporate development, human resources, legal, information technology, and rental fees for shared assets. These expenses have been charged to us on the basis
of direct usage and costs when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures,
which we believe to be the most meaningful methodologies.
79
TRA
As described in Note 1 and in connection with the IPO, we entered into the TRA with the SG Members. The annual tax benefits are computed by
comparing the income taxes due including such tax benefits and the income taxes due without such benefits.
The amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income
SciPlay Parent LLC generates each year and applicable tax rates, with payments generally due within a specified period of time following the filing of our tax
return for the taxable year with respect to which the payment obligation arises. The TRA will remain in effect until all such tax benefits have been utilized or
expired unless we exercise our right to terminate the TRA. The TRA will also terminate if we breach our obligations under the TRA or upon certain change of
control events specified in the agreement. If the TRA is terminated in accordance with its terms, our payment obligations would be accelerated based upon
certain assumptions, including the assumption that we would have sufficient future taxable income to utilize such tax benefits.
During the years ended December 31, 2021 and 2020 payments totaling $3.8 million and $2.5 million, respectively were made to Scientific Games
pursuant to the TRA. As of December 31, 2021 and 2020 the total TRA liability was $68.8 million and $72.5 million, respectively, of which $4.1 million and
$4.0 million, respectively, was included in Accrued liabilities.
Parent Equity Awards
See Note 7 for disclosures related to Parent’s equity awards.
(11) Commitments and Contingencies
Benefit plans
We have a 401(k) plan for U.S.-based employees and equivalent foreign plans for our international employees. Those employees who participate in
our 401(k) plan are eligible to receive matching contributions from us for the first 6% of participant contributions (as defined in the plan document).
Contribution expense for the years ended December 31, 2021, 2020 and 2019 amounted to $2.3 million, $1.8 million and $1.5 million, respectively.
Litigation
From time to time, we are subject to various claims, complaints and legal actions in the normal course of business. In addition, we may receive
notifications alleging infringement of patent or other IP rights.
Washington State Matter
On April 17, 2018, a plaintiff, Sheryl Fife, filed a putative class action complaint, Fife v. Scientific Games Corporation, against our Parent, in the
United States District Court for the Western District of Washington. The plaintiff seeks to represent a putative class of all persons in the State of Washington
who purchased and allegedly lost virtual coins playing our Parent’s online social casino games, including but not limited to Jackpot Party® Casino and Gold
Fish® Casino. The complaint asserts claims for alleged violations of Washington’s Recovery of Money Lost at Gambling Act, Washington’s consumer
protection statute, and for unjust enrichment, and seeks unspecified money damages (including treble damages as appropriate), the award of reasonable
attorneys’ fees and costs, pre‑ and post‑judgment interest, and injunctive and/or declaratory relief. On July 2, 2018, our Parent filed a motion to dismiss the
plaintiff’s complaint with prejudice, which the trial court denied on December 18, 2018. Our Parent filed its answer to the putative class action complaint on
January 18, 2019. On August 24, 2020, the trial court granted plaintiff’s motion for leave to amend her complaint and to substitute a new plaintiff, Donna
Reed, for the initial plaintiff, and re-captioned the matter Reed v. Scientific Games Corporation. On August 25, 2020, the plaintiff filed a first amended
complaint against our Parent, asserting the same claims, and seeking the same relief, as the complaint filed by Sheryl Fife. On September 8, 2020, our Parent
filed a motion to compel arbitration of plaintiff’s claims and to dismiss the action, or, in the alternative, to transfer the action to the United States District Court
for the District of Nevada. On June 17, 2021, the district court denied that motion, and on June 23, 2021, SGC filed a notice of appeal from the district court’s
denial of that motion, and also filed a motion to stay all district court proceedings, pending the appeals court’s ruling on the Company’s arbitration appeal. On
November 23, 2021, Scientific Games entered into an agreement in principle to settle the lawsuit for the amount of $24.5 million. On December 3, 2021, the
80
district court granted a joint motion to stay appellate proceedings until final approval by the district court of the parties’ settlement. On January 18, 2022, the
parties executed a settlement agreement, and plaintiff filed an unopposed motion for preliminary approval of the parties’ proposed settlement agreement. On
January 19, 2022, the district court granted preliminary approval to the parties’ proposed settlement, and a hearing for final approval of the settlement is
scheduled for August 12, 2022. Although the case was brought against Scientific Games, pursuant to the Intercompany Services Agreement, we expect to
cover the settlement amount due to the matter arising as a result of our business.
SciPlay IPO Matter (New York)
On or about October 14, 2019, the Police Retirement System of St. Louis filed a putative class action complaint in New York state court against
SciPlay, certain of its executives and directors, and SciPlay’s underwriters with respect to its IPO (the “PRS Action”). The complaint was amended on
November 18, 2019. The plaintiff seeks to represent a class of all persons or entities who acquired Class A common stock of SciPlay pursuant and/or traceable
to the Registration Statement filed and issued in connection with the SciPlay IPO which commenced on or about May 3, 2019. The complaint asserts claims for
alleged violations of Sections 11 and 15 of the Securities Act, 15 U.S.C. § 77, and seeks certification of the putative class; compensatory damages of at least
$146.0 million, and the award of the plaintiff’s and the class’s reasonable costs and expenses incurred in the action.
On or about December 9, 2019, Hongwei Li filed a putative class action complaint in New York state court asserting substantively similar causes of
action under the Securities Act of 1933 and substantially similar factual allegations as those alleged in the PRS Action (the “Li Action”). On December 18,
2019, the New York state court entered a stipulated order consolidating the PRS Action and the Li Action into a single lawsuit. On December 23, 2019, the
defendants moved to dismiss the consolidated action. On August 28, 2020, the court issued an oral ruling granting in part and denying in part the defendants’
motion to dismiss. On December 14, 2020, plaintiffs in the consolidated action filed a motion to certify the putative class. On May 12, 2021, the parties in the
consolidated action reached an agreement in principle to settle the consolidated action. On July 27, 2021, the parties in the consolidated action entered into a
settlement agreement to settle the consolidated action. On August 11, 2021, the New York court granted preliminary approval to the parties’ proposed
settlement, stayed non-settlement related proceedings in the consolidated action pending final approval of the settlement and scheduled a hearing for final
approval of the settlement on November 15, 2021. On November 16, 2021, the New York court entered an order fully and finally approving the settlement
agreement and dismissing the complaint in the consolidated action in its entirety. The loss from the settlement of $8.275 million was recovered and settled
under our insurance policy.
SciPlay IPO Matter (Nevada)
On or about November 4, 2019, plaintiff John Good filed a putative class action complaint in Nevada state court against SciPlay, certain of its
executives and directors, SGC, and SciPlay’s underwriters with respect to the SciPlay IPO. The plaintiff seeks to represent a class of all persons who purchased
Class A common stock of SciPlay in or traceable to the SciPlay IPO that it completed on or about May 7, 2019. The complaint asserts claims for alleged
violations of Sections 11 and 15 of the Securities Act, 15 U.S.C. § 77, and seeks certification of the putative class; compensatory damages, and the award of the
plaintiff’s and the class’s reasonable costs and expenses incurred in the action. On February 27, 2020, the trial court entered a stipulated order that, among
other things, stayed the lawsuit pending entry of an order resolving the motion to dismiss that was pending in the SciPlay IPO matter in New York state court.
On September 29, 2020, the trial court entered a stipulated order that extended the stay pending a ruling on class certification in the SciPlay IPO matter in New
York state court. On May 12, 2021, the parties in the Nevada lawsuit reached an agreement in principle to settle the lawsuit and so informed the Nevada court,
which vacated non-settlement related proceedings in the lawsuit, pending final approval of the settlement agreement by the New York court. On December 3,
2021, the Nevada court ordered the dismissal of the Nevada lawsuit with prejudice.
81
(12) Subsequent Events
On February 28, 2022, we entered into Amendment No. 2 to the Revolver, by and among SciPlay Holding, SciPlay Parent Company, LLC, the several
banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent and
issuing lender (such amendment, “Amendment No. 2”). Amendment No. 2, among other things, (i) amends certain interest rate provisions related to Sterling-
denominated revolving loans, (ii) increases SciPlay Games’ and its subsidiaries capacity to acquire non-loan parties and (iii) allows for the acquisition of
Alictus.
On March 1, 2022, we acquired 80% of all issued and outstanding share capital of privately held Alictus, a Turkey-based hyper-casual game studio for
approximately $101.6 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 EBITDA targets by Alictus during each of the five years following the acquisition date.
The equity rights and privileges of the remaining Alictus shareholders lack the traditional rights and privileges associated with equity ownership and
accordingly, the transaction will be accounted for as if we acquired 100% of Alictus on the acquisition date. Any future payments associated with our required
acquisition of the remaining 20% will represent a contingent consideration obligation, with a payout ranging from a minimum of $— to a maximum payout of
$200.0 million. The Alictus acquisition allows us to expand our business into the casual gaming market, growing our game pipeline and diversifying our
revenue streams as we advance our strategy to be a diversified game global game developer.
We are in the process of completing the preliminary purchase price accounting and expect that a substantial amount of the purchase price will be
allocated to goodwill and intangible assets. The revenue, earnings and assets associated with the Alictus acquisition are not significant to our historical
consolidated financial statements.
82
Tax related valuation allowance
Year Ended December 31, 2019
Year Ended December 31, 2020
Year Ended December 31, 2021
SCHEDULE II
SCIPLAY CORPORATION
Valuation and Qualifying Accounts
Years Ended December 31, 2021, 2020 and 2019
(in millions)
Balance at beginning
of period
Additions/(deductions)
Balance at end of
period
—
7.7
9.6
7.7 $
1.9 $
2.5 $
7.7
9.6
12.1
$
$
$
83
Exhibit
Number
Description
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Amended and Restated Articles of Incorporation of SciPlay Corporation (incorporated by reference to Exhibit 3.1 to SciPlay Corporation’s
Current Report on Form 8-K filed on May 8, 2019).
Amended and Restated Bylaws of SciPlay Corporation (incorporated by reference to Exhibit 3.2 to SciPlay Corporation’s Current Report on
Form 8-K filed on May 8, 2019).
Description of the Company’s Securities (incorporated by reference to Exhibit 4.1 to SciPlay Corporation’s Annual Report on Form 10-K
filed on March 1, 2021).
Scientific Games Corporation 2003 Incentive Compensation Plan (Amended and Restated as of June 9, 2021).*(†)
Amended and Restated Employment Agreement, dated as of February 5, 2021 (effective as of June 1, 2021), by and between Scientific
Games Corporation and Barry Cottle (incorporated by reference to Exhibit 10.1 to SciPlay Corporation’s Quarterly Report on Form 10-Q
filed on May 10, 2021).(†)
Offer Letter, dated as of July 30, 2018, from Phantom EFX, LLC to Daniel O’Quinn (incorporated by reference to Exhibit 10.1 to SciPlay
Corporation’s Quarterly Report on Form 10-Q filed on November 9, 2021).(†)
Amended and Restated SciPlay Corporation Long-Term Incentive Plan (Amended and Restated as of June 9, 2021) (incorporated by
reference to Exhibit 10.1 to SciPlay Corporation’s Current Report on Form 8-K filed on June 11, 2021).(†)
Amended and Restated Employment Agreement, dated as of February 27, 2017, by and between Scientific Games Corporation and Michael
Winterscheidt (incorporated by reference to Exhibit 10.15 to SciPlay Corporation’s Amendment No. 1 to Registration Statement on Form S-1
filed on April 12, 2019).(†)
Amendment to Employment Agreement, dated as of February 21, 2019 (effective as of February 25, 2019), by and between Scientific Games
Corporation and Michael Winterscheidt (incorporated by reference to Exhibit 10.16 to SciPlay Corporation’s Amendment No. 1 to
Registration Statement on Form S-1 filed on April 12, 2019).(†)
Amendment to Employment Agreement, dated as of March 27, 2020 (effective as of April 5, 2020), by and between Scientific Games
Corporation and Michael Winterscheidt (incorporated by reference to Exhibit 10.2 to SciPlay Corporation’s Quarterly Report on Form 10-Q
filed on May 11, 2020).(†)
Amendment to Employment Agreement, dated as of May 18, 2020, by and between Scientific Games Corporation and Michael Winterscheidt
(incorporated by reference to Exhibit 10.4 to SciPlay Corporation’s Quarterly Report on Form 10-Q filed on July 23, 2020).(†)
Amendment to Employment Agreement, dated as of June 30, 2020 (effective as of July 1, 2020), by and between Scientific Games
Corporation and Michael Winterscheidt (incorporated by reference to Exhibit 10.5 to SciPlay Corporation’s Quarterly Report on Form 10-Q
filed on July 23, 2020).(†)
Amendment to Employment Agreement, dated as of February 23, 2021, by and between Scientific Games Corporation and Michael
Winterscheidt (incorporated by reference to Exhibit 10.2 to SciPlay Corporation’s Quarterly Report on Form 10-Q filed on May 10, 2021).(†)
Amendment to Employment Agreement, dated as of April 27, 2021, by and between Scientific Games Corporation and Michael
Winterscheidt (incorporated by reference to Exhibit 10.2 to SciPlay Corporation’s Quarterly Report on Form 10-Q filed on August 9, 2021).
(†)
Amended and Restated Operating Agreement of SciPlay Parent Company, LLC, dated May 2, 2019, by and among SciPlay Parent Company,
LLC, the Company and its Members (incorporated by reference to Exhibit 10.1 to SciPlay Corporation’s Current Report on Form 8-K filed
on May 8, 2019).
Tax Receivable Agreement, dated May 7, 2019, by and among SciPlay Corporation, SciPlay Parent Company, LLC and each of the Members
from time to time party thereto (incorporated by reference to Exhibit 10.2 to SciPlay Corporation’s Current Report on Form 8-K filed on May
8, 2019).
Registration Rights Agreement, dated May 7, 2019, by and among SciPlay Corporation, SG Social Holding Company I, LLC, SG Social
Holding Company, LLC and such other persons from time to time party thereto (incorporated by reference to Exhibit 10.3 to SciPlay
Corporation’s Current Report on Form 8-K filed on May 8, 2019).
License Agreement, dated May 7, 2019, by and between Bally Gaming, Inc. and SG Social Holding Company I, LLC (incorporated by
reference to Exhibit 10.4 to SciPlay Corporation’s Current Report on Form 8-K filed on May 8, 2019).
Assignment Agreement, dated May 7, 2019, by and between SG Social Holding Company I, LLC and SciPlay Holding Company, LLC
(incorporated by reference to Exhibit 10.5 to SciPlay Corporation’s Current Report on Form 8-K filed on May 8, 2019).
84
10.17
10.18
10.19
10.20
10.21
10.22
21.1
23.1
31.1
31.2
32.1
32.2
99.1
99.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Services Agreement, dated May 7, 2019, by and among Scientific Games Corporation, Scientific Games International, Inc., Bally Gaming,
Inc. and SciPlay Holding Company, LLC (incorporated by reference to Exhibit 10.6 to SciPlay Corporation’s Current Report on Form 8-K
filed on May 8, 2019).
Credit Agreement, dated May 7, 2019, among SciPlay Holding Company, LLC, as the borrower, SciPlay Parent Company, LLC, the several
lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, collateral agent and issuing lender, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA,
Morgan Stanley Senior Funding, Inc., Macquarie Capital (USA) Inc. and RBC Capital Markets, as joint lead arrangers and joint bookrunners
(incorporated by reference to Exhibit 10.7 to SciPlay Corporation’s Current Report on Form 8-K filed on May 8, 2019).
Employment Agreement, dated as of May 7, 2019, by and between SciPlay Parent Company, LLC and Joshua J. Wilson (incorporated by
reference to Exhibit 10.8 to SciPlay Corporation’s Current Report on Form 8-K filed on May 8, 2019).(†)
Amendment No. 1, dated as of May 27, 2021, among SciPlay Holding Company, LLC, as the borrower, SciPlay Parent Company, LLC, the
several lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, collateral agent and issuing lender,
which amended the Credit Agreement, dated as of May 7, 2019 (incorporated by reference to Exhibit 10.1 to SciPlay Corporation’s Current
Report on Form 8-K filed on May 27, 2021).
Offer Letter, dated as of May 7, 2019, from SciPlay Parent Company, LLC to Michael Cody (incorporated by reference to Exhibit 10.9 to
SciPlay Corporation’s Current Report on Form 8-K filed on May 8, 2019).(†)
SciPlay Corporation 2020 Employee Stock Purchase Plan, dated April 21, 2020 (incorporated by reference to Exhibit 10.1 to SciPlay
Corporation’s Current Report on Form 8-K filed on June 12, 2020).(†)
Subsidiaries of the Registrant.*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.*
Certification of the Chief Executive Officer of SciPlay Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
Certification of the Chief Financial Officer of SciPlay Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
Certification of the Chief Executive Officer of SciPlay Corporation pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
Certification of the Chief Financial Officer of SciPlay Corporation pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
Terms and Conditions of Equity Awards to Key Employees under the SciPlay Corporation Long-Term Incentive Plan (incorporated by
reference to Exhibit 99.1 to SciPlay Corporation’s Quarterly Report on Form 10-Q filed on November 8, 2019).(†)
Terms and Conditions of Equity Awards to Non-Employee Directors under the SciPlay Corporation Long-Term Incentive Plan (incorporated
by reference to Exhibit 99.2 to SciPlay Corporation’s Quarterly Report on Form 10-Q filed on November 8, 2019).(†)
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
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Label Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
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.
(†) Management contracts and compensation plans and arrangements.
85
ITEM 16. FORM 10-K SUMMARY
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
March 2, 2022
SCIPLAY CORPORATION
(Registrant)
By:
Name:
Title:
/s/Daniel O’Quinn
Daniel O’Quinn
Interim Chief Financial Officer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 2, 2022.
Signature
/s/Joshua J. Wilson
Joshua J. Wilson
/s/ Daniel O’Quinn
Daniel O’Quinn
/s/Barry L. Cottle
Barry L. Cottle
/s/Gerald D. Cohen
Gerald D. Cohen
/s/Michael Marchetti
Michael Marchetti
/s/William C. Thompson, Jr.
William C. Thompson, Jr.
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Interim Chief Financial Officer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
Executive Chairman of the Board of Directors and Director
Director
Director
Director
86
Exhibit 10.1
AMENDED AND RESTATED 2003 INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of this 2003 Incentive Compensation Plan, as amended and restated (the “Plan”), is to assist Scientific Games Corporation, a Nevada
corporation (the “Company”), and its subsidiaries in attracting, retaining, motivating and rewarding executives, directors, employees, and other persons who provide services to
the Company and/or its subsidiaries, to provide for equitable and competitive compensation opportunities, to encourage long-term service, to recognize individual contributions
and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of
stockholders. The Plan authorizes stock-based and cash-based performance incentives for participants, to encourage such persons to expend their maximum efforts in the
creation of stockholder value.
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:
(a) “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A.
(b) “Award” means any award of Options, SARs, Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalents, Other
Stock-Based Award or Performance Award together with any other right or interest granted to a Participant under the Plan.
(c) “Bally Merger Agreement” means the Agreement and Plan of Merger, dated as of August 1, 2014 by and among the Company, Scientific Games Nevada, Inc.,
Scientific Games International, Inc. and Bally Technologies, Inc.
(d) “Bally Stock” means shares of common stock of Bally Technologies, Inc., par value $0.10 per share.
(e) “Beneficiary” means the person, persons, trust, or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed
with the Committee to receive the benefits specified under the Plan upon such Participant’s death to the extent permitted under Section 10(b) hereof. If, upon a Participant’s
death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive such benefits.
(f) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.
(g) “Board” means the Company’s Board of Directors.
(h) “Change in Control” means Change in Control as defined with related terms in Section 9 hereof.
(i) “Change in Control Price” means the amount calculated in accordance with Section 9(c) hereof.
(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations,
proposed regulations and other applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.
(k) “Committee” means the Compensation Committee of the Board, the composition and governance of which is established in the Committee’s Charter as approved
from time to time by the Board and other corporate governance documents of the Company, or another committee or subcommittee of the Board as appointed by the Board, the
extent permitted by applicable law. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was
taken, to meet any qualification standard set forth in the Committee’s Charter or the Plan.
1
(l) “Continuing Company” means the entity resulting from the consummation of a transaction involving the Company, including a corporation or entity that, as a result
of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.
(m) “Deferred Stock” means a conditional right, granted to a Participant under Section 6(e) hereof, to receive Stock, at the end of a specified vesting and/or deferral
period.
(n) “Dividend Equivalent” means a conditional right, granted to a Participant under Section 6(g) hereof, to receive cash, Stock, other Awards, or other property equal
in value to dividends paid with respect to a specified number of shares of Stock.
(o) “Effective Date” means June 23, 2003.
(p) “Effective Time” shall have the meaning set forth in the Bally Merger Agreement.
(q) “Eligible Person” means each executive officer and other officer or employee of the Company or any of its subsidiaries or affiliates, including each such person
who may also be a director of the Company, each non-employee director of the Company, each other consultant or adviser who provides substantial services to the Company
and/or its subsidiaries or affiliates and who is designated as eligible by the Committee, and any person who has been offered employment by the Company or a subsidiary or
affiliate, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with
the Company or a subsidiary or affiliate. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary or affiliate for purposes of
eligibility for participation in the Plan.
(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.
(s) “Fair Market Value” means, as of any given date, the fair market value of Stock, Awards, or other property as determined in good faith by the Committee or under
procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the average of the high and low sales prices of
Stock on a given date or, if there are no sales on that date, on the latest previous date on which there were sales, reported for composite transactions in securities listed on the
principal trading market on which Stock is then listed. Fair Market Value relating to the exercise price or grant price of any Option or SAR that is intended to be a Non-409A
Award shall conform to requirements under Code Section 409A.
(t) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Code Section 422 or any
successor provision thereto.
(u) “Legacy Bally Awards” means awards of restricted stock units granted under the Legacy Bally Plan prior to the Merger Closing Date, and which remain
outstanding as of the Effective Time.
(v) “Legacy Bally Plan” means the Bally Technologies, Inc. 2010 Long-Term Incentive Plan (amended and restated as of October 22, 2013), which was consolidated
with and into the Plan and became a sub-plan under the Plan as of the Effective Time.
(w) “Legacy Bally Shares” means Stock equal to the sum of (A) 3,400,000 (which represents that number of shares of Bally Stock from the Legacy Bally Plan, as
converted, assumed under the Plan and not related to Legacy Bally Awards) and (B) the product of (i) the number of shares of Bally Stock subject to outstanding Legacy Bally
Awards as of the Effective Time and (ii) the quotient of (x) the per share closing price of Bally Stock on the Merger Closing Date (or if such day is not a trading day, the trading
day immediately preceding the Merger Closing Date and (y) the per share closing price of Stock on the Merger Closing Date (or if such day is not a trading day, the trading day
immediately preceding the Merger Closing Date), with any fractional shares rounded down to a whole number of shares of Stock.
2
(x) “Legacy WMS Plan” means the Scientific Games Corporation Incentive Plan (2013 Restatement), which was assumed by the Company upon consummation of the
merger in which WMS Industries, Inc. became a subsidiary of the Company (on October 18, 2013).
(y) “Merger Closing Date” shall have the meaning set forth in the Bally Merger Agreement.
(z) “Non-409A Awards” means Awards that do not constitute a deferral of compensation under Code Section 409A. Although the Committee retains authority under
the Plan to grant Awards on terms that will qualify them as 409A Awards, Awards will be interpreted in a manner such that they will qualify as Non-409A Awards (with
conforming terms, as provided in Section 10(h) hereof) unless otherwise expressly specified by the Committee.
(aa) “Option” means a conditional right, granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time
periods.
(ab) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof.
(ac) “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.
(ad) “Performance Award” means a conditional right, granted to a Participant under Section 7 hereof, to receive cash, Stock or other Awards or payments, as
determined by the Committee, based upon the achievement of performance criteria specified by the Committee.
(ae) “Performance Goals” means: (1) earnings per share (basic or fully diluted); (2) revenues; (3) earnings, before or after taxes, from operations (generally or
specified operations), before or after interest expense, depreciation, amortization, incentives, or extraordinary or special items or other adjustments; (4) cash flow, free cash flow,
cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (5) return on net assets, return on assets,
return on investment, return on capital, return on equity; (6) economic value created; (7) operating margin or operating expense; (8) net income; (9) Stock price or total
stockholder return; and (10) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals,
new products, ventures or facilities, cost targets, internal controls, compliance, customer satisfaction and services, human resources management, supervision of litigation and
information technology and goals relating to acquisitions or divestitures of subsidiaries, affiliates, joint ventures or facilities, in each case, in absolute terms, as a goal relative to
performance in prior periods or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.
(af) “Plan Merger Date” means the date on which Company stockholders approved the 2013 amendment and restatement of the Plan, which is the effective date of the
merger of the Legacy WMS Plan into the Plan.
(ag) “Plan Consolidation Date” means the date on which the Company stockholders approve the amendment to the Plan, which was approved by the Board on April
24, 2015.
(ah) “Preexisting Plan” mean the Company’s 1997 Incentive Compensation Plan, as amended and restated.
(ai) “Restricted Stock” means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain restrictions and to a risk of forfeiture.
(aj) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.
(ak) “Stock” means the Company’s Common Stock, $0.001 par value, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section
10(c) hereof.
3
(al) “Stock Appreciation Rights” or “SAR” means a conditional right granted to a Participant under Section 6(c) hereof.
(am) “Voting Securities” means voting securities of an entity, which in the case of a corporation, shall mean those securities eligible to vote for the election of the
corporation’s board of directors.
3. Administration.
(a) Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final
authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number, and
other terms and conditions of, and all other matters relating to, Awards, prescribe Award agreements (which need not be identical for each Participant) and rules and regulations
for the administration of the Plan, construe and interpret the Plan and Award agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make
all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. The foregoing notwithstanding, the Board shall
perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors, and may perform any function of the Committee under the
Plan for any purpose (subject to Nasdaq Listing Rule 5635(c)), including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to
Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the
Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires. Any action of the Committee shall be final,
conclusive and binding on all persons, including the Company, its subsidiaries, Participants, Beneficiaries, transferees under Section 10(b) hereof, or other persons claiming
rights from or through a Participant, and stockholders.
(b) Manner of Exercise of Committee Authority. The Committee may act through subcommittees, including for purposes of perfecting exemptions under Rule 16b-
3, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be
acts of the Committee hereunder. The Committee may otherwise act with members of the Committee abstaining or recusing themselves to ensure compliance with regulatory
requirements or to promote effective governance, as determined by the Committee. The express grant of any specific power to the Committee, and the taking of any action by
the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any
subsidiary or affiliate, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative
functions, as the Committee may determine, to the fullest extent permitted under Section 78.200 and other applicable provisions of the Nevada Revised Statutes. The Committee
may appoint agents to assist it in administering the Plan.
(c) Limitation of Liability. The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in
good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or a subsidiary or affiliate, the
Company’s independent auditors, certified public accountants, consultants or any other agents assisting in the administration of the Plan. Members of the Committee, any person
acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the
Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by
law, be fully indemnified and protected by the Company with respect to any such action or determination. The foregoing right of indemnification shall not be available to the
extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of
the person seeking indemnity giving rise to the indemnification claim resulted from such person’s bad faith, fraud or willful criminal act or omission. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s organizational documents relating
to the creation and governance of the Company or the Committee, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
4
4. Shares Available Under the Plan.
(a) Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c) hereof, the total number of shares of Stock reserved and available
for delivery in connection with Awards under the Plan, all of which may be granted as ISOs, shall be equal to the sum of (i) 3,500,000 plus (ii) 17,000,000 plus the number of
shares that, under the Preexisting Plan, were available at the Effective Date or thereafter have or will become available plus, (iii) from and after the Plan Merger Date, the
number of shares that, under the Legacy WMS Plan, were available at the Plan Merger Date for delivery in connection with outstanding awards and 0.555 times the number of
shares that, under the Legacy WMS Plan, remained available for future grants of equity awards, plus (iv) the Legacy Bally Shares. Any shares of Stock delivered under the Plan
shall consist of authorized and unissued shares or treasury shares.
(b) Share Counting Rules. Subject to the provisions of this Section 4(b), the Committee may adopt reasonable counting procedures to ensure appropriate counting,
avoid double counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an
Award. Any shares which are (i) underlying an Option or SAR which is cancelled or terminated without having been exercised, including due to expiration or forfeiture, (ii)
subject to an Award (other than an Option or SAR) which is cancelled, terminated or forfeited, (iii) not delivered to a Participant because all or a portion of the Award is settled
in cash, (iv) withheld upon exercise of an Option to satisfy the exercise price (including the Option shares equal to the number of shares separately surrendered to pay the
exercise price), (v) subject to a SAR but in excess of the number of shares actually delivered to the Participant upon exercise of the SAR, or (vi) withheld in connection with an
Award to satisfy tax withholding obligations, shall in each case again be available for Awards under the Plan. Shares repurchased on the open market with the proceeds from the
exercise of an Option may not again be made available for Awards under the Plan. For purposes of determining the number of shares that become available under the Preexisting
Plan or the Legacy WMS Plan, the share counting rules applicable to outstanding Awards under this Plan shall apply in the same way to outstanding awards originally granted
under the Preexisting Plan or the Legacy WMS Plan. The payment of dividends and Dividend Equivalents, other than in shares of Stock, in conjunction with outstanding Awards
shall not be counted against the shares available for Awards under the Plan. In addition, in the case of any Award granted in substitution for an award of a company or business
acquired by the Company or a subsidiary or affiliate, shares issued or issuable in connection with such substitute Award shall not be counted against the number of shares
reserved under the Plan, but shall be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business except as
may be required by reason of Section 422 of the Code. (however, the shares subject to outstanding Awards granted under the Legacy WMS Plan and the Legacy Bally Awards
are not subject to this provision as a result of the merger of the Legacy WMS Plan and the Legacy Bally Plan into this Plan). This Section 4(b) shall apply to the number of
shares reserved and available for ISOs only to the extent consistent with applicable regulations relating to ISOs under the Code. This Section 4(b) will apply to Awards and
awards outstanding, and transactions and events relating to Awards and awards, on and after June 7, 2011; with regard to transactions and events relating to Awards and awards
before June 7, 2011, the share counting rules in the 2003 Plan as then in effect applied. Because shares will count against the number reserved in Section 4(a) upon delivery (or
later vesting) and subject to the share counting rules under this Section 4(b), the Committee may determine that Awards may be outstanding that relate to more shares than the
aggregate remaining available under the Plan, so long as Awards will not result in delivery and vesting of shares in excess of the number then available under the Plan.
5. Eligibility; Per-Person Award Limitations.
(a) Grants to Eligible Persons. Awards may be granted under the Plan only to Eligible Persons.
(b) Annual Per-Person Award Limitations. In each calendar year during any part of which the Plan is in effect, an Eligible Person may be granted Awards under
each of Sections 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), and 6(h) (including Performance Awards under Section 7 based on Awards authorized by each referenced subsection) relating to
a number of shares of Stock up to his or her Annual Limit. A Participant’s Annual Limit, in any year during any part of which the Participant is then eligible under the Plan, shall
equal 1,500,000 shares plus the amount of the Participant’s unused Annual Limit relating to the same type of Award as of the close of the previous year, subject to adjustment as
provided in Section 10(c). In the case of a cash-denominated Award for which the limitation set forth in the preceding sentence would not operate as an effective limitation
(including a cash Performance Award under Section 7), an Eligible Person may not be granted Awards authorizing the earning during any calendar
5
year of an amount that exceeds the Participant’s Annual Limit, which for this purpose shall equal $3,000,000 plus the amount of the Participant’s unused cash Annual Limit as of
the close of the previous year (this limitation is separate and not affected by the number of Awards granted during such calendar year subject to the limitation in the preceding
sentence). For this purpose, (i) “earning” means satisfying performance conditions so that an amount becomes payable, without regard to whether it is to be paid currently or on
a deferred basis or continues to be subject to any service requirement or other non-performance condition, and (ii) a Participant’s Annual Limit is used to the extent a cash
amount or number of shares may be potentially earned or paid under an Award, regardless of whether such amount or shares are in fact earned or paid.
(c) Non-Employee Director Limits. Notwithstanding the foregoing, in each calendar year during any part of which the Plan is in effect, the maximum aggregate
amount of cash and other property (valued at its Fair Market Value at grant), including Awards, that may be paid or delivered to any one non-employee director shall be equal to
$750,000. For the avoidance of doubt, the Board may award compensation in excess of this limit for individual non-employee directors in consideration for additional services
provided to the Company (e.g., consulting services), as the Board may determine in its discretion.
6. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter (subject to Sections 10(e) and 10(h) hereof), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant and terms permitting a Participant to
make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award
that is not mandatory under the Plan, subject to Section 10(h) hereof. The Committee shall require the payment of lawful consideration for an Award to the extent necessary to
satisfy the requirements of the Nevada Revised Statutes, and may otherwise require payment of consideration for an Award except as limited by the Plan.
(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:
(i) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, provided that such exercise
price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option except that, in connection with a merger, consolidation or reorganization
of the Company or any of its subsidiaries, the Committee may grant Options with an exercise price per share less than the market value of the Common Stock on the date of
grant if such Options are granted in exchange for, or upon conversion of, options to purchase capital stock of any other entity which is a party to such merger, consolidation or
reorganization, and such Option so granted does not enlarge the aggregate in-the-money value of the original award at the acquisition date.
(ii) Time and Method of Exercise. The Committee shall determine the term of the Option, subject to Section 8(b) hereof, and the time or times at which or
the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements),
whether or not the Option will be a 409A Award or Non-409A Award, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment
(subject to Sections 10(h) and (i) hereof), including, without limitation, cash, Stock (including Stock deliverable upon exercise, other Awards or awards granted under other
plans of the Company or any subsidiary or affiliate, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable
law), and the methods by or forms in which Stock will be delivered or deemed to be delivered in satisfaction of Options to Participants (including, to the extent permitted under
Code Section 409A, deferred delivery of shares as mandated by the Committee, with such deferred shares subject to any vesting, forfeiture or other terms as the Committee may
specify).
(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422. ISOs may be granted only to
employees of the Company or any of its subsidiaries. To the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of the Stock with
respect to which ISOs granted under this Plan and all other plans of the Company and any subsidiary are first exercisable by any employee during any calendar
6
year shall exceed the maximum limit (currently, $100,000), if any, imposed from time to time under Code Section 422, such Options shall be treated as Options that are not
ISOs.
(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:
(i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market
Value of one share of Stock on the date of exercise over (B) the grant price per share of the SAR as determined by the Committee, which grant price shall be not less than the
Fair Market Value of a share of Stock on the date of grant of such SAR.
(ii) Other Terms. The Committee shall determine, at the date of grant or thereafter, the term of each SAR, subject to Section 8(b) hereof, the time or times at
which and the circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service
requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be
delivered to Participants, whether or not the SAR will be a 409A Award or Non-409A Award, and any other terms and conditions of any SAR. The Committee may require that
an outstanding Option be exchanged for a SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option.
(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:
(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the
Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance
goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted
under the terms of the Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder,
including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the
Committee). During the restricted period applicable to the Restricted Stock, subject to Section 10(b) hereof, the Restricted Stock may not be sold, transferred, pledged,
hypothecated, margined, or otherwise encumbered by the Participant.
(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted Stock
that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award
agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.
(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and/or that the Participant deliver a stock power
to the Company, endorsed in blank, relating to the Restricted Stock.
(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any cash dividends paid on a share of
Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Stock distributed in
connection with a Stock split or Stock dividend, and cash or other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such Stock, cash or other property has been distributed.
7
(e) Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, which are rights to receive Stock at the end of a specified vesting and/or
deferral period, subject to the following terms and conditions:
(i) Award and Restrictions. Settlement of an Award of Deferred Stock shall occur upon satisfaction of the vesting criteria and/or expiration of the deferral
period specified for such Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). Deferred Stock shall be subject to such restrictions
(which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times
(including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may
determine.
(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable vesting and/or deferral period or
portion thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to vesting
and/or deferral (other than a deferral at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award
agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock. Deferred Stock subject to a risk of
forfeiture may be called “restricted stock units” or otherwise designated by the Committee.
(iii) Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock
covered by an Award of Deferred Stock shall be awarded. Such Dividend Equivalents shall either accrue with respect to such Deferred Stock at the dividend payment date in
cash or in shares of Stock or additional Awards of Deferred Stock having a Fair Market Value equal to the amount of such dividends, in each case, subject to the same vesting
and/or deferral conditions as the underlying Award of Deferred Stock to which such Dividend Equivalents relate. Dividend Equivalents accrued in cash may be deemed invested
in such investment vehicles as the Committee shall determine or permit the Participant to elect.
(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations
of the Company or a subsidiary or affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall
be determined by the Committee.
(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards,
or other property equivalent to all or a portion of the dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-
standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Stock, Awards, or other investment vehicles, and subject to restrictions on transferability, risks of forfeiture and such other terms as the Committee
may specify. The foregoing notwithstanding, (i) dividends and dividend equivalents will not be credited or payable with respect to an Option or SAR, except that this provision
will not limit adjustments authorized under Section 10(c) hereof; and (ii) in the event Dividend Equivalents are awarded in connection with another Award, the Participant shall
receive such Dividend Equivalents only to the extent that the applicable vesting criteria for such Award have been satisfied and, in the case of Dividend Equivalents relating to a
Performance Award, such Dividend Equivalents shall be forfeitable to the extent the related Performance Award remains forfeitable upon failure to achieve the specified
performance conditions.
(h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes
of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards
with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of
Stock or the value of securities of or the performance of specified subsidiaries or affiliates. The Committee shall determine the terms and conditions of such Awards. Stock
delivered
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pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in
such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.
7. Performance Awards. The Committee is authorized to grant Performance Awards on the terms and conditions specified in this Section 7. Performance Awards may
be denominated as a cash amount, number of shares of Stock, or specified number of other Awards (or a combination) which may be earned upon achievement or satisfaction of
performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the
right of a Participant to exercise the Award or have it settled, or the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the
Committee, including any Performance Goals; provided that, in the case of non-employee directors, the Committee may grant cash retainers or other fees that are not subject to
performance conditions. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except in the case of any Performance
Award denominated in shares at the grant date (i.e., an Award classified as equity under Financial Accounting Standards Board (FASB) Accounting Standards Codification 718
(“FASB ASC Topic 718”)), no discretion to increase the amounts payable (except as provided under Section 10(c) hereof) shall be reserved unless such reservation of discretion
is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.
8. Certain Provisions Applicable to Awards.
(a) Substitute Awards. Subject to the restrictions on “repricing” set forth in Section 10(e) hereof, Awards granted under the Plan may, in the discretion of the
Committee, be granted in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary or affiliate, or any business
entity to be acquired by the Company or a subsidiary or affiliate, or any other right of a Participant to receive payment from the Company or any subsidiary or affiliate.
(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option
or SAR exceed a period of ten years (or, in the case of an ISO, such shorter term as may be required under Code Section 422).
(c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan (including Sections 10(h) and (i) hereof) and any applicable Award
agreement, payments to be made by the Company or a subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in cash, Stock, other
Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated in the
discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control, subject to Sections 10(h) and (i) hereof). Installment or
deferred payments may be required by the Committee (subject to Sections 10(e) and 10(h) hereof, including the consent provisions thereof in the case of any deferral of an
outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee.
Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. Any payment deferred pursuant to this Section 8(c) shall represent
only an unfunded, unsecured promise by the Company to pay the amount credited thereto to the Participant in the future. In the case of any 409A Award that is vested and no
longer subject to a risk of forfeiture (within the meaning of Code Section 83) and deferred at the election of the Participant, such Award will be distributed to the Participant,
upon application of the Participant, if the Participant has had an unforeseeable emergency within the meaning of Code Sections 409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in
accordance with Code Section 409A(a)(2)(B)(ii).
(d) Additional Award Forfeiture Provisions. The Committee may condition a Participant’s right to receive a grant of an Award, to exercise the Award, to retain
Stock acquired in connection with an Award, or to retain the profit or gain realized by a Participant in connection with an Award, including cash received upon sale of Stock
acquired in connection with an Award, upon compliance by the Participant with specified conditions relating to non-competition, confidentiality of information relating to the
Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-
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disparagement of the Company and its officers, directors and affiliates, the absence of a restatement of the Company’s financial statements, and other restrictions upon, or
covenants of, the Participant, including during specified periods following termination of employment or service to the Company.
(e) Exemptions from Section 16(b) Liability. With respect to a Participant who is then subject to the reporting requirements of Section 16(a) of the Exchange Act in
respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner intended to cause each transaction with respect to such
Participant to be exempt from liability under Rule 16b-3 or otherwise not subject to liability under Section 16(b), except that this provision shall not limit sales by such a
Participant, and such a Participant may elect to engage in other non-exempt transactions under the Plan. The Committee may authorize the Company to repurchase any Award or
shares of Stock deliverable or delivered in connection with any Award (subject to Section 10(i)) in order to avoid a Participant who is subject to Section 16 of the Exchange Act
incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities or derivative securities acquired under the Plan which are disposed of by a
Participant shall be deemed to be disposed of in the order acquired by the Participant.
(f) Prohibition on Loans. No term of an Award shall provide for a personal loan to a Participant.
(g) Forfeiture and Clawback Provisions. Each Award (including any proceeds, gains or other economic benefit actually or constructively received by a Participant
upon any receipt or exercise of such Award or upon the receipt or resale of any shares of Stock, cash or other property underlying such Award) shall be subject to the provisions
of any clawback policy implemented by the Company, whether or not such clawback policy was in place at the time of grant of such Award, to the extent set forth in such
clawback policy and/or in the agreement evidencing such Award.
9. Change in Control.
(a) Effect of “Change in Control.” In the event of a “Change in Control,” the following provisions shall apply unless otherwise provided in the Award agreement:
(i) Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the
Change in Control; except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof;
(ii) The restrictions, deferral of settlement, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse, such Awards shall be
deemed fully vested as of the time of the Change in Control and, except as otherwise provided in an award agreement or in the Plan, consideration in respect of such awards
shall be payable within 60 days following the time of the Change in Control, in each case, except to the extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof; and
conditions will be deemed to be met if and to the extent so provided by the Committee.
(iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, such performance goals and other
The foregoing notwithstanding, any benefit or right provided under this Section 9 in the case of any Non-409A Award shall be limited to those benefits and rights
permitted under Code Section 409A, and any benefit or right provided under this Section 9 that would result in a distribution of a 409A Award at a time or in a manner not
permitted by Code Section 409A shall be limited to the extent necessary so that the distribution is permitted under Code Section 409A. For this purpose, the distribution of a
409A Award (i) triggered by a Change in Control will occur within 60 days following a Change in Control if the Change in Control also constitutes a change in the ownership or
effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Code Section 409A(a)(2)(A)(v)
and the applicable regulations thereunder, otherwise distribution will occur at the earliest time permitted under Code Section 409A without incurring additional taxes or
penalties; and (ii) triggered by a termination of employment with or service to the Company or a subsidiary following a Change in Control by a specified employee, within the
meaning of Code Section 409A(a)(2)(B)(i), will not occur until the first business day following the date that is six months after such termination.
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(b) Definition of “Change in Control.” A “Change in Control” shall mean the occurrence of any of the following:
(i) when any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in
Section 13(d) of the Exchange Act, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of at least 40% of the Company’s
Voting Securities; or
Company’s securities are canceled) or for the purchase by an entity of substantially all of the assets of the Company.
(ii) the consummation of a transaction requiring stockholder approval for the acquisition of the Company by an entity (e.g., a statutory merger in which the
For purposes of the foregoing, neither “person” nor entity shall include the Company, any subsidiary or any benefit plan sponsored or maintained by the Company or
any subsidiary (including any trustee of such plan acting as trustee). Furthermore, a transaction, or acquisition pursuant to such transaction, shall not constitute a “Change in
Control” if immediately following such transaction:
(A) substantially all of the “persons” who were “beneficial owners” of the Company’s Voting Securities immediately prior to the consummation of the
transaction continue to beneficially own, directly or indirectly, more than 50% of the Voting Securities of the Continuing Company in substantially the same proportions as their
ownership immediately prior to such consummation of the Voting Securities; and
(B) a majority of the directors of the Continuing Company were members of the Board immediately prior to the consummation of the transaction.
10. General Provisions.
(a) Compliance with Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee and subject to Section
10(h) hereof, postpone the issuance or delivery of Stock or payment of other benefits under any Award until completion of such registration or qualification of such Stock or
other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon
which the Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate,
and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other
obligations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to
arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the
imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a
Participant than existed on the 90th day preceding the Change in Control.
(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise
encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of
descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the
Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights may be transferred for estate planning purposes to one or
more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if
and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award agreement (subject to any term and conditions which the Committee
may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of
the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed
necessary or appropriate by the Committee.
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(c) Adjustments. In the event that any large and non-recurring dividend or other distribution (whether in the form of cash or property other than Stock),
recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or
other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate or, in the case of any outstanding Award,
necessary in order to prevent dilution or enlargement of the rights of the Participant, then the Committee shall, in such equitable manner as it may determine, adjust any or all of
(i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares of Stock by which annual
per-person Award limitations are measured under Section 5(b) hereof, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards and
(iv) the exercise price, grant price or purchase price relating to any Award or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the
holder of an outstanding Option (subject to Sections 10(h) and (i) hereof). In furtherance of the foregoing, a Participant who has a legally binding right to compensation under an
outstanding Award shall have a legal right to an adjustment to such Award if the Award constitutes a “share-based payment arrangement” and there occurs an “equity
restructuring” as such terms are defined under FASB ASC Topic 718. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including Performance Awards and performance goals) in recognition of unusual or nonrecurring events (including, without limitation, events
described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets, including, without limitation, a Change in Control) affecting the Company,
any subsidiary or affiliate or other business unit, or the financial statements of the Company or any subsidiary or affiliate, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any
subsidiary or affiliate or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other
circumstances deemed relevant; provided that adjustments to Non-409A Awards will be made only to the extent permitted under Code Section 409A. Furthermore, in the event
of the occurrence of any transaction or event as described in the preceding sentence, the Committee, in its sole discretion, and on such terms and conditions as it deems
appropriate, may: (A) provide for the termination of any Award in exchange for an amount of cash and/or other property with an aggregate value equal to the value of such
Award, as determined by the Committee in its sole discretion; (B) provide that an Award shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Committee; or (C) replace such Award
with other rights or property selected by the Committee.
(d) Taxes. The Company and any subsidiary or affiliate is authorized to withhold from any Award granted, or require a Participant to remit, any payment relating to an
Award, including from a distribution of Stock, or any other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection therewith,
and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in
satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis, in the discretion of the Committee, or in satisfaction of other tax obligations if such
withholding will not result in additional accounting expense to the Company. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in
connection with an Award necessary to satisfy statutory withholding requirements will be withheld, unless withholding of any additional amount of Stock will not result in
additional accounting expense to the Company.
(e) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under
the Plan without the consent of stockholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders
not later than the annual meeting the record date for which is at or following the date of such Board action if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion,
determine to submit other such changes to the Plan to stockholders for approval; provided that, without the consent of an affected Participant, no such Board action may
materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. (For this purpose, actions that alter the timing of federal
income taxation of a Participant will not be deemed material unless such action results in an income tax penalty on the Participant.) The Committee may waive any conditions or
rights under, or amend, alter, suspend,
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discontinue, or terminate any Award theretofore granted and any Award agreement relating thereto; provided that the Committee shall have no authority to waive or modify any
Award term after the Award has been granted to the extent the waived or modified term would be mandatory under the Plan for any Award newly granted at the date of the
waiver or modification; and provided further, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of
such Participant under such Award. Without the prior approval of stockholders, the Committee will not amend or replace previously granted Options in a transaction that
constitutes a “repricing.” For this purpose, a “repricing” means: (i) amending the terms of an Option or SAR after it is granted to lower its exercise price, except pursuant to
Section 10(c) hereof; (ii) any other action that is treated as a repricing under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or
SAR at a time when its exercise or grant price is equal to or greater than the fair market value of the underlying Stock, in exchange for another Option, Restricted Stock, or other
equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. A cancellation and exchange
described in clause (iii) of the preceding sentence will be considered a repricing regardless of whether the Option, Restricted Stock or other equity is delivered simultaneously
with the cancellation, regardless of whether it is treated as a repricing under generally accepted accounting principles, and regardless of whether it is voluntary on the part of the
Option holder.
(f) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant
the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a subsidiary or affiliate, (ii) interfering in any way with the right of the
Company or a subsidiary or affiliate to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim
to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of
the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.
(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to
any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other
Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the
“unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose
of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.
(h) Certain Limitations on Awards to Ensure Compliance with Code Section 409A. For purposes of the Plan, references to an Award term or event (including any
authority or right of the Company or a Participant) being “permitted” under Code Section 409A mean, for a 409A Award, that the term or event will not cause the Participant to
be liable for payment of interest or a tax penalty under Code Section 409A and, for a Non-409A Award, that the term or event will not cause the Award to be treated as subject to
Code Section 409A. Other provisions of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award, including any authority of the Company and rights
of the Participant with respect to the Award, shall be limited to those terms permitted under Code Section 409A, and any terms not permitted under Code Section 409A shall be
automatically modified and limited to the extent necessary to conform with Code Section 409A. For this purpose, other provisions of the Plan notwithstanding, the Company
shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Code Section 409A, any distribution subject to Code
Section 409A(a)(2)(A)(i) (separation from service) and the applicable regulations thereunder to a “specified employee” as defined under Code Section 409A(a)(2)(B)(i), shall
not occur earlier than the earliest time permitted under Code Section 409A(a)(2)(B)(i) and the applicable regulations thereunder, and any authorization of payment of cash to
settle a Non-409A Award shall apply only to the extent permitted under Code Section 409A for such Award. Non-409A Awards that are “grandfathered” under Section 409A
and that, but for such grandfathered status, would be deemed 409A Awards shall be subject to the terms and conditions of the Plan as amended and restated as of May 5, 2005
other than Sections 6(b)(ii) and 6(c)(ii), provided that if any provision adopted by amendment to the Plan or an Award Agreement after October 3, 2004, would constitute a
material modification of a grandfathered Non-409A Award, such provision will not be effective as to such Award unless so stated by the Committee in writing with specific
reference to this provision of Section 10(h). To further ensure compliance with the requirements of Code
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Section 409A, Awards other than grandfathered Awards shall be subject to the Company’s Section 409A Compliance Rules, if any. The Company makes no representations or
warranties as to the tax treatment of any Award under Code Section 409A or otherwise. The Company shall have no obligation under this Section 10(h) or otherwise to take any
action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Code Section 409A with respect to any Award and shall have no liability to
any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant “nonqualified deferred
compensation” subject to the imposition of taxes, penalties and/or interest under Code Section 409A.
(i) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.
(j) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to
which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
(k) Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is
then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform
to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the
Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of
such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 10(1) in a manner that is inconsistent
with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the
Exchange Act for the Participant whose Award is modified.
(l) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award agreement shall be determined in
accordance with the Nevada Revised Statutes, the contract and other laws of the State of Nevada without giving effect to principles of conflicts of laws, and applicable federal
law.
(m) Preexisting Plan. Upon stockholder approval of the Plan as of the Effective Date, no further grants of Awards will be made under the Preexisting Plan
(n) Authorization of Option Exchange. At June 7, 2011, the Company’s stockholders approved the authorization of a “value-for-value” exchange of certain
outstanding Options for Deferred Stock. Such approval met the requirements of Section 10(e) of the Plan (relating to “repricing” transactions). Any Option exchange
implemented under this authorization must be commenced prior to the Company’s Annual Meeting of Stockholders in 2012, and must conform to the terms of the option
exchange as described in the Company’s Proxy Statement dated April 25, 2011 (subject to any permitted modifications as described in such Proxy Statement). For purposes of
Sections 4(a) and (b), any shares deliverable or delivered in connection with Deferred Stock granted in exchange for Options in such option exchange shall not be counted
against the limitation on shares available for delivery in connection with Full-Value Awards, but will be counted against the aggregate limit on shares available for delivery
under the Plan.
(o) Plan Merger. At the Plan Merger Date, the Legacy WMS Plan was merged with the Plan. The effects of this merger are:
(i) shares reserved and available under the Legacy WMS Plan are incorporated into the reserved Shares under this Plan and available for Awards, as provided
in Section 4 above;
(ii) the authorization for further grants under the Legacy WMS Plan (as a separate plan) is terminated; and
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(iii) outstanding awards under the Legacy WMS Plan are deemed to be Awards under the Plan; provided, however, that the terms and conditions of such
Awards are not modified as a result of the merger of the Legacy WMS Plan into the Plan. In order that the terms and conditions of such Awards are not changed, the Legacy
WMS Plan (subject to Section 10(p)(ii) above) shall be deemed to be a sub-plan under the Plan for so long as any Award originally granted under the Legacy WMS Plan remains
outstanding, and any agreement evidencing or governing such an Award shall be deemed to be an agreement under this Plan. If a term or condition specified in other provisions
of this Plan is inconsistent with a term or condition of such an outstanding Award as in effect immediately before the Plan Merger Date, the term or condition of such
outstanding Award shall govern, unless the Award is modified by the Committee by action specifically referencing the modified Award and taken on or after the Plan Merger
Date.
(p) Legacy Bally Plan. As of the Plan Consolidation Date, the Legacy Bally Shares was consolidated with and subjected to the same terms as the other reserved
Shares under this Plan. The effects of this consolidation are:
(i) the Legacy Bally Shares are available for Awards to Eligible Participants, as provided in Section 5 above, and are subject to Section 4 of the Plan; and
(ii) Legacy Bally Awards and other awards granted in respect of Legacy Bally Shares prior to the Plan Consolidation Date (collectively, “Bally Plan
Awards”) will continue to be Awards under the Plan, and the terms and conditions of such Awards are not modified as a result of the consolidation. In order that the terms and
conditions of such Awards are not changed, the Legacy Bally Plan shall be deemed to be a sub-plan under the Plan for so long as any Bally Plan Award remains outstanding, and
any agreement evidencing or governing such an Award shall be deemed to be an agreement under this Plan;
provided that, as of the Effective Time, no further grants of equity awards will be made under the Legacy Bally Plan. If a term or condition specified in other
provisions of this Plan is inconsistent with a term or condition of such an outstanding Award as in effect immediately before the Plan Consolidation Date, the term or condition
of such outstanding Award shall govern, unless the Award is modified by the Committee by action specifically referencing the modified Award and taken on or after the Plan
Consolidation Date.
(q) Plan Effective Date and Termination. The Plan was adopted by the Board of Directors on April 24, 2003 and became effective upon its approval by the
Company’s stockholders on the Effective Date. The Plan was amended and restated upon its approval by the Company’s stockholders on each of June 14, 2005, June 10, 2008,
June 17, 2009, June 7, 2011, June 11, 2014, and June 10, 2015, and further amended, effective January 10, 2018, in connection with the Company’s reincorporation, and further
amended and restated upon its approval by the Company’s stockholders on each of June 12, 2019 and June 9, 2021. Unless earlier terminated by action of the Board of
Directors, the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further rights or obligations under the
Plan with respect to outstanding Awards under the Plan; provided, however, that no new Awards may be granted more than ten years after the date of the latest approval of the
Plan by stockholders of the Company.
15
Exhibit 21.1
SCIPLAY CORPORATION SUBSIDIARIES
December 31, 2021
Come2Play Ltd (Israel)
Dragonplay Ltd (Israel)
Koukoi Games Oy (Finland)
SciPlay Games, LLC (Nevada)
SciPlay Parent Company, LLC (Nevada) (19% economic interest; SciPlay is sole manager)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-231225 and 333-249936 on Form S-8 of our report
dated March 2, 2022, relating to the financial statements of SciPlay Corporation appearing in this Annual Report on Form 10-K for
the year ended December 31, 2021.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
March 2, 2022
Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
I, Joshua J. Wilson, certify that:
1. I have reviewed this Annual Report on Form 10-K of SciPlay Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 2, 2022
/s/ Joshua J. Wilson
Joshua J. Wilson
Chief Executive Officer
Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
I, Daniel O'Quinn, certify that:
1. I have reviewed this Annual Report on Form 10-K of SciPlay Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 2, 2022
/s/ Daniel O'Quinn
Daniel O'Quinn
Interim Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of SciPlay Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua J. Wilson, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
/s/ Joshua J. Wilson
Joshua J. Wilson
Chief Executive Officer
March 2, 2022
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of SciPlay Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel O'Quinn, Interim Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley-Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
/s/ Daniel O'Quinn
Daniel O'Quinn
Interim Chief Financial Officer
March 2, 2022