Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | PLAYSTUDIOS, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001823878 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 | Aug. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 1,061,717 | |||||||
Prepaid expenses | $ 633,767 | 676,797 | ||||||
Total current assets | 898,397 | 1,738,514 | ||||||
Total assets | 216,191,072 | 217,017,121 | ||||||
Current liabilities: | ||||||||
Accrued liabilities | 65,519 | 6,150 | ||||||
Total liabilities | 25,401,002 | 32,485,750 | $ 27,579,556 | |||||
Commitments and contingencies (see Note 12) | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.00005 par value (168,637,840 shares authorized, 162,595,680 shares issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $33,750 as of December 31, 2020 and 2019) | ||||||||
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 357 | |||||||
Additional paid-in capital | 6,361,165 | 12,619,799 | 6,175,557 | |||||
Retained earnings | (1,361,994) | (7,620,693) | $ (1,176,398) | |||||
Total stockholders' equity | 5,000,004 | 5,000,004 | $ 0 | |||||
Total liabilities and stockholders' equity | 216,191,072 | 217,017,121 | ||||||
OLD PlayStudios, Inc. | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 39,475,000 | 48,927,000 | $ 31,022,000 | |||||
Receivables | 26,927,000 | 16,616,000 | 14,249,000 | |||||
Prepaid expenses | 2,566,000 | 2,429,000 | 2,341,000 | |||||
Income tax receivable | 5,938,000 | 6,959,000 | 2,057,000 | |||||
Other current assets | 6,113,000 | 2,854,000 | 383,000 | |||||
Total current assets | 86,053,000 | 77,785,000 | 50,052,000 | |||||
Property and equipment, net | 5,687,000 | 6,201,000 | 7,335,000 | |||||
Internal-use software, net | 40,074,000 | 38,756,000 | 30,994,000 | |||||
Goodwill | 5,059,000 | 5,059,000 | 5,059,000 | |||||
Intangibles, net | 1,512,000 | 1,624,000 | 2,322,000 | |||||
Deferred income taxes | 3,109,000 | 3,109,000 | 2,362,000 | |||||
Other long-term assets | 4,379,000 | 1,927,000 | 1,146,000 | |||||
Total non-current assets | 59,820,000 | 56,676,000 | 49,218,000 | |||||
Total assets | 145,873,000 | 134,461,000 | 99,270,000 | |||||
Current liabilities: | ||||||||
Accounts payable | 5,348,000 | 4,717,000 | 5,351,000 | |||||
Accrued liabilities | 32,612,000 | 29,089,000 | 6,517,000 | |||||
Total current liabilities | 37,960,000 | 33,806,000 | 11,868,000 | |||||
Minimum guarantee liability | 250,000 | 300,000 | 500,000 | |||||
Deferred income taxes | 2,860,000 | 2,970,000 | 5,791,000 | |||||
Other long-term liabilities | 1,185,000 | 1,306,000 | 798,000 | |||||
Total non-current liabilities | 4,295,000 | 4,576,000 | 7,089,000 | |||||
Total liabilities | 42,255,000 | 38,382,000 | 18,957,000 | |||||
Commitments and contingencies (see Note 12) | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.00005 par value (168,637,840 shares authorized, 162,595,680 shares issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $33,750 as of December 31, 2020 and 2019) | 8,000 | 8,000 | 8,000 | |||||
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 12,000 | 12,000 | 11,000 | |||||
Additional paid-in capital | 73,693,000 | 71,776,000 | 66,661,000 | |||||
Retained earnings | 29,720,000 | 23,802,000 | 13,535,000 | |||||
Accumulated other comprehensive income | 185,000 | 481,000 | $ 43,000 | 98,000 | $ (81,000) | |||
Total stockholders' equity | 103,618,000 | 96,079,000 | 80,313,000 | $ 65,146,000 | $ 53,059,000 | |||
Total liabilities and stockholders' equity | $ 145,873,000 | $ 134,461,000 | $ 99,270,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 10 | ||
Common stock, shares issued | 2,949,428 | 3,574,009 | |
Common stock, shares outstanding | 2,949,428 | 3,574,009 | |
OLD PlayStudios, Inc. | |||
Preferred stock, par value | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Preferred stock, shares authorized | 168,638,000 | 168,637,840 | 168,637,840 |
Preferred stock, shares issued | 162,596,000 | 162,595,680 | 162,595,680 |
Preferred stock, shares outstanding | 162,596,000 | 162,595,680 | 162,595,680 |
Preferred stock liquidation value | $ 33,750 | $ 33,750 | $ 33,750 |
Common stock, par value | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Common stock, shares authorized | 506,000,000 | 506,000,000 | 506,000,000 |
Common stock, shares issued | 241,347 | 238,186,070 | 225,490,157 |
Common stock, shares outstanding | 241,347 | 238,186,070 | 225,490,157 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
OLD PlayStudios, Inc. | ||||
Net revenues | $ 269,882,000 | $ 239,421,000 | $ 195,499,000 | |
Operating expenses: | ||||
Cost of revenue | [1] | 91,469,000 | 80,267,000 | 66,784,000 |
Selling and marketing | 57,124,000 | 59,931,000 | 54,068,000 | |
General and administrative | 16,960,000 | 16,712,000 | 19,620,000 | |
Research and development | 51,696,000 | 38,986,000 | 30,168,000 | |
Depreciation and amortization | 22,192,000 | 25,154,000 | 16,246,000 | |
Restructuring expense | 20,092,000 | 1,234,000 | 2,316,000 | |
Total operating costs and expenses | 259,533,000 | 222,284,000 | 189,202,000 | |
Income from operations | 10,349,000 | 17,137,000 | 6,297,000 | |
Other income (expense), net: | ||||
Interest expense | (142,000) | (264,000) | (284,000) | |
Other income (expense), net | 929,000 | 716,000 | (227,000) | |
Total other expense, net | 787,000 | 452,000 | (511,000) | |
Income before income taxes | 11,136,000 | 17,589,000 | 5,786,000 | |
Income tax benefit (expense) | 1,671,000 | (3,975,000) | (2,964,000) | |
Net income | [2],[3] | 12,807,000 | 13,614,000 | 2,822,000 |
Net income attributable to common stockholders: | ||||
Basic | [4] | 5,985,000 | 6,440,000 | 3,367,000 |
Diluted | [4] | $ 6,420,000 | $ 6,669,000 | $ 3,477,000 |
Net income attributable to common stockholders per share: | ||||
Basic | $ 0.03 | $ 0.03 | $ 0.01 | |
Diluted | $ 0.02 | $ 0.03 | $ 0.01 | |
Weighted average shares of common stock outstanding: | ||||
Basic | 236,118,856 | 234,070,277 | 229,409,649 | |
Diluted | 283,067,558 | 255,453,583 | 248,179,915 | |
[1] | Amounts exclude depreciation and amortization. | |||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||
[3] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||
[4] | Refer to Note 15 for determination of net come attributable to common stockholders versus participating preferred stockholders, including discussion of deemed contributions related to the redemption of preferred NCI and the associated impact on 2018 net income attributable to common stockholders. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Net income attributable to PlayStudios, Inc. | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
OLD PlayStudios, Inc. | ||||||||||||
Net income attributable to PlayStudios, Inc. | 5,918,000 | $ 5,492,000 | $ 12,807,000 | [1],[2] | $ 13,614,000 | [1],[2] | $ 2,822,000 | [1],[2] | ||||
Other comprehensive income (loss): | ||||||||||||
Change in foreign currency translation adjustment | (296,000) | [3] | (55,000) | [3] | 383,000 | [4] | 179,000 | [4] | 188,000 | [4] | ||
Total other comprehensive loss | (296,000) | (55,000) | 383,000 | 179,000 | (188,000) | |||||||
Comprehensive income | $ 5,622,000 | $ 5,437,000 | $ 13,190,000 | [1] | $ 13,793,000 | [1] | $ 2,634,000 | [1] | ||||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[3] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. | |||||||||||
[4] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | OLD PlayStudios, Inc.Preferred Stock | OLD PlayStudios, Inc.Common Stock | OLD PlayStudios, Inc.Additional Paid-In Capital | OLD PlayStudios, Inc.Accumulated Other Comprehensive Income | OLD PlayStudios, Inc.Retained Earnings | OLD PlayStudios, Inc.Total Stockholders' Equity | OLD PlayStudios, Inc.Non controlling Interest | OLD PlayStudios, Inc. | Additional Paid-In Capital | Retained Earnings | Total | ||||
Beginning balance at Dec. 31, 2017 | $ 8,000 | [1] | $ 11,000 | [1] | $ 40,254,000 | $ 107,000 | $ 4,679,000 | $ 45,059,000 | $ 8,000,000 | $ 53,059,000 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | [1] | 162,596,000 | 223,122,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 2,822,000 | 2,822,000 | 2,822,000 | 2,822,000 | [2],[3] | ||||||||||
Exercise of stock options | 550,000 | 550,000 | 550,000 | ||||||||||||
Exercise of stock options (in shares) | [1] | 5,362,000 | |||||||||||||
Stock-based compensation expense | 11,752,000 | 11,752,000 | 11,752,000 | ||||||||||||
Repurchase and retirement of common stock | (1,404,000) | (1,404,000) | (1,404,000) | ||||||||||||
Repurchase and retirement of common stock (in shares) | [1] | (2,130,000) | |||||||||||||
Other comprehensive income | (188,000) | (188,000) | (188,000) | ||||||||||||
Restricted stock awards | 555,000 | 555,000 | 555,000 | ||||||||||||
Restricted stock awards (in shares) | [1] | 1,760,000 | |||||||||||||
Purchase of noncontrolling interest | 6,000,000 | 6,000,000 | $ (8,000,000) | (2,000,000) | |||||||||||
Purchase of noncontrolling interest (in shares) | [1] | 1,100,000 | |||||||||||||
Ending balance at Dec. 31, 2018 | $ 8,000 | [1] | $ 11,000 | [1] | 59,111,000 | (81,000) | 6,097,000 | 65,146,000 | 65,146,000 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | [1] | 162,596,000 | 229,214,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 13,614,000 | 13,614,000 | 13,614,000 | [2],[3] | |||||||||||
Exercise of stock options | 754,000 | 754,000 | 754,000 | ||||||||||||
Exercise of stock options (in shares) | [1] | 5,846,000 | |||||||||||||
Stock-based compensation expense | 6,796,000 | 6,796,000 | 6,796,000 | ||||||||||||
Repurchase and retirement of common stock | (6,176,000) | (6,176,000) | (6,176,000) | ||||||||||||
Repurchase and retirement of common stock (in shares) | [1] | (9,570,000) | |||||||||||||
Other comprehensive income | 179,000 | 179,000 | 179,000 | ||||||||||||
Ending balance at Dec. 31, 2019 | $ 8,000 | [1] | $ 11,000 | [1] | 66,661,000 | 98,000 | 13,535,000 | 80,313,000 | 80,313,000 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | [1] | 162,596,000 | 225,490,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 5,492,000 | 5,492,000 | 5,492,000 | ||||||||||||
Exercise of stock options | 21,000 | 21,000 | |||||||||||||
Exercise of stock options (in shares) | 446 | ||||||||||||||
Stock-based compensation expense | 787,000 | 787,000 | |||||||||||||
Ending balance at Mar. 31, 2020 | $ 8,000 | $ 11,000 | 67,469,000 | 43,000 | 19,027,000 | 86,558,000 | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 162,596 | 225,936 | |||||||||||||
Beginning balance at Dec. 31, 2019 | $ 8,000 | [1] | $ 11,000 | [1] | 66,661,000 | 98,000 | 13,535,000 | 80,313,000 | 80,313,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 162,596,000 | 225,490,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 12,807,000 | 12,807,000 | 12,807,000 | [2],[3] | |||||||||||
Exercise of stock options | $ 1,000 | [1] | 991,000 | 992,000 | 992,000 | ||||||||||
Exercise of stock options (in shares) | [1] | 16,314,000 | |||||||||||||
Stock-based compensation expense | 4,124,000 | 4,124,000 | 4,124,000 | ||||||||||||
Repurchase and retirement of common stock | (2,540,000) | (2,540,000) | (2,540,000) | ||||||||||||
Repurchase and retirement of common stock (in shares) | [1] | (3,618,000) | |||||||||||||
Other comprehensive income | 383,000 | 383,000 | 383,000 | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 8,000 | [1] | $ 12,000 | [1] | 71,776,000 | 481,000 | 23,802,000 | 96,079,000 | 96,079,000 | $ 12,619,799 | $ (7,620,693) | $ 5,000,004 | |||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 162,596,000 | 238,186,000 | ||||||||||||
Beginning balance at Aug. 13, 2020 | 0 | 0 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 0 | (7,620,693) | (7,620,693) | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 8,000 | [1] | $ 12,000 | [1] | 71,776,000 | 481,000 | 23,802,000 | 96,079,000 | 96,079,000 | 12,619,799 | (7,620,693) | 5,000,004 | |||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 162,596,000 | 238,186,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 5,918,000 | 5,918,000 | 5,918,000 | 6,258,699 | 6,258,699 | ||||||||||
Exercise of stock options | 808,000 | 808,000 | |||||||||||||
Exercise of stock options (in shares) | 3,161 | ||||||||||||||
Stock-based compensation expense | 1,109,000 | 1,109,000 | |||||||||||||
Ending balance at Mar. 31, 2021 | $ 8,000 | $ 12,000 | $ 73,693,000 | $ 185,000 | $ 29,720,000 | $ 103,618,000 | $ 103,618,000 | $ 6,361,165 | $ (1,361,994) | $ 5,000,004 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 162,596 | 241,347 | |||||||||||||
[1] | All share amounts have been retroactively restated to adjust for the two-for-one forward stock split effected on February 27, 2019. | ||||||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | ||||||||||||||
[3] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Cash flows from financing activities: | ||||
Cash and cash equivalents at end of period | $ 1,061,717 | |||
OLD PlayStudios, Inc. | ||||
Cash flows from operating activities: | ||||
Net income | [1],[2] | 12,807,000 | $ 13,614,000 | $ 2,822,000 |
Adjustments: | ||||
Depreciation and amortization | 22,192,000 | 25,154,000 | 16,246,000 | |
Amortization of loan costs | 59,000 | 35,000 | ||
Stock-based compensation expense | 3,519,000 | 5,884,000 | 10,902,000 | |
Deferred income tax expense | (3,568,000) | 2,456,000 | 1,884,000 | |
Loss on disposal of equipment | 2,000 | 28,000 | 1,297,000 | |
(Gain)/loss on foreign currency translation | (469,000) | (343,000) | 503,000 | |
Changes in operating assets and liabilities | ||||
Accounts receivable | (2,367,000) | (517,000) | 893,000 | |
Income tax receivable | (4,902,000) | (938,000) | (1,119,000) | |
Prepaid expenses and other current assets | (8,000) | (202,000) | (909,000) | |
Accounts payable & accrued liabilities | 21,975,000 | (1,591,000) | 3,855,000 | |
Deferred revenue | (7,379,000) | 883,000 | ||
Other | (781,000) | (137,000) | (564,000) | |
Net cash provided by operating activities | 48,400,000 | 36,088,000 | 36,728,000 | |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (1,847,000) | (4,296,000) | (3,569,000) | |
Additions to internal-use software | (25,155,000) | (20,996,000) | (20,844,000) | |
Other | 4,000 | |||
Net cash used in investing activities | (27,002,000) | (25,292,000) | (24,409,000) | |
Cash flows from financing activities: | ||||
Proceeds from option exercises | 992,000 | 754,000 | 550,000 | |
Repurchases of common stock for retirement | (2,540,000) | (6,176,000) | (1,404,000) | |
Repayment of long-term debt | (1,926,000) | (1,279,000) | ||
Purchase of noncontrolling interest | (2,000,000) | |||
Payments for capitalized offering costs | (2,087,000) | |||
Net cash used in financing activities | (3,635,000) | (7,348,000) | (4,133,000) | |
Foreign currency translation | 142,000 | (26,000) | (343,000) | |
Net change in cash and cash equivalents | 17,905,000 | 3,422,000 | 7,843,000 | |
Cash and cash equivalents at beginning of period | 31,022,000 | 27,600,000 | 19,757,000 | |
Cash and cash equivalents at end of period | 48,927,000 | 31,022,000 | 27,600,000 | |
Supplemental Cash Flow Data: | ||||
Interest paid | 53,000 | 233,000 | 259,000 | |
Income taxes paid, net of refunds | 7,015,000 | 2,046,000 | 2,145,000 | |
Non-cash Investing and Financing Activities: | ||||
Capitalization of stock-based compensation | $ 605,000 | 912,000 | 1,405,000 | |
Noncash additions to intangible assets related to license agreements | $ 1,000,000 | |||
Purchases of property and equipment included in accrued liabilities | $ 196,000 | |||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
BACKGROUND AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, Inc., a Delaware Corporation, (“PlayStudios”) relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). The Company has two subsidiaries, Catalyst Merger Sub I, Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“First Merger Sub”) and Catalyst Merger Sub II, LLC, a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“Second Merger Sub”) (see Note 8). As of March 31, 2021, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of PlayStudios (see Note 9). The registration statement for the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On November 9, 2020, the Company consummated the sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000. Transaction costs amounted to $12,363,821, consisting of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At March 31, 2021, we have $264,630 in its operating bank accounts, $215,289,800 in securities held in the Trust Account, to be for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $832,878. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
OLD PlayStudios, Inc. | ||
BACKGROUND AND BASIS OF PRESENTATION | NOTE 1—BACKGROUND AND BASIS OF PRESENTATION Organization and Description of Business PlayStudios, Inc. (“the Company”) was incorporated in Delaware in March 2011. The Company develops and operates online and mobile social gaming applications (“games” or “game”) and leverages marketing relationships with various partners to provide players a unique social gaming experience while earning “real world” rewards provided by the Company’s rewards partners. The Company’s games are free- to-play and available via the Apple App Store, Google Play Store, Amazon Appstore and Facebook (collectively, “platforms” or “platform operators”). The Company creates games based on its own original content as well as third-party licensed brands. The Company generates revenue through the in-game sale of virtual currency and through advertising. The Company has the following four foreign subsidiaries: m. PlayStudios Asia Limited (“Asia”) n. PlayStudios International Limited (“International”) o. PlayStudios International Israel Limited (“Israel”) p. PlayStudios Orion Labs Private Limited (“Orion”) Unless the context indicates otherwise, all references herein to “PlayStudios,” the “Company,” “we,” “us,” and “our” are used to refer collectively to PlayStudios, Inc. and its subsidiaries. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Acies Acquisition Corp. (“Acies”), a special purpose acquisition company sponsored by an affiliate of Acies Acquisition LLC, Catalyst Merger Sub I, a Delaware corporation and a wholly-owned subsidiary of Acies (“Merger Sub I”), and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acies (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Acies, a Cayman Islands exempted company, will domesticate as a Delaware corporation (“Domestication”), (ii) following the Domestication, the Company will merge with and into Merger Sub I, with the Company surviving the merger (“First Merger”) and (iii) following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, “Business Combination”). Upon completion of the Business Combination, Acies will be named PLAYSTUDIOS, Inc. and will continue to be listed on the Nasdaq under the ticker symbols “MYPS”. The transaction is expected to close in 2021. Basis of Presentation and Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of PlayStudios, Inc. and its owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications in these financial statements have been made to comply with US GAAP applicable to public companies and SEC Regulation S-X. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021, and 2020, and cash flows for the three months ended March 31, 2021, and 2020. The Consolidated Balance Sheets as of December 31, 2020 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include the estimated consumption rate of virtual goods that is used in the determination of revenue recognition, useful lives of property and equipment and definite-lived intangible assets, the expensing and capitalization of research and development costs for internal-use software, assumptions used in accounting for income taxes, stock-based compensation, the associated valuation of the Company’s common stock and the evaluation of goodwill and long-lived assets for impairment. The Company believes the accounting estimates are appropriate and reasonably determined. Due to the inherent uncertainties in making these estimates, actual amounts could differ materially. Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM, the Company’s Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. As such, the Company has one operating and reportable segment. | NOTE 1—BACKGROUND AND BASIS OF PRESENTATION Organization and Description of Business PlayStudios, Inc. (“the Company”) was incorporated in Delaware in March 2011. The Company develops and operates online and mobile social gaming applications (“games” or “game”) and leverages marketing relationships with various partners to provide players a unique social gaming experience while earning “real world” rewards provided by the Company’s rewards partners. The Company’s games are free- to-play and available via the Apple App Store, Google Play Store, Amazon Appstore and Facebook (collectively, “platforms” or “platform operators”). The Company creates games based on its own original content as well as third-party licensed brands. The Company generates revenue through the in-game sale of virtual currency and through advertising. The Company has the following four foreign subsidiaries: a. PlayStudios Asia Limited (“Asia”) b. PlayStudios International Limited (“International”) c. PlayStudios International Israel Limited (“Israel”) d. PlayStudios Orion Labs Private Limited (“Orion”) Unless the context indicates otherwise, all references herein to “PlayStudios,” the “Company,” “we,” “us,” and “our” are used to refer collectively to PlayStudios, Inc. and its subsidiaries. Basis of Presentation and Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of PlayStudios, Inc. and its owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications in these financial statements have been made to comply with US GAAP applicable to public companies and SEC Regulation S-X. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include the estimated consumption rate of virtual goods that is used in the determination of revenue recognition, useful lives of property and equipment and definite-lived intangible assets, the expensing and capitalization of research and development costs for internal-use software, assumptions used in accounting for income taxes, stock-based compensation, the associated valuation of the Company’s common stock and the evaluation of goodwill and long-lived assets for impairment. The Company believes the accounting estimates are appropriate and reasonably determined. Due to the inherent uncertainties in making these estimates, actual amounts could differ materially. Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM, the Company’s Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. As such, the Company has one operating and reportable segment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception) through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. | |
OLD PlayStudios, Inc. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. The Company accounts for its notes receivable at amortized cost, net of unamortized fees and costs, if any, and adjusts for any impairment losses. The Company accrues interest on notes receivable, including the accretion of unamortized fees and costs, based on the contractual life of the note using the effective interest method. The Company monitors the credit quality of its counterparties through an assessment of each party’s financial information and other relevant information which may indicate the party’s ability to perform according to the terms of the note or loan. If necessary, the Company establishes an allowance for credit losses based on historical losses, existing economic conditions, counterparty payment trends, and other reasonable and supported information relevant to the counterparty’s ability to perform according to the terms of the agreement. As a general policy, the Company does not require collateral from its counterparties, but the counterparty’s financial condition and credit worthiness are evaluated regularly. The long-term portion of notes receivable are recognized within “Other long-term assets” in the Consolidated Balance Sheets. Property and Equipment, net The Company states property and equipment at cost, net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill Goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3-5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. Revenue Recognition The Company generates revenue from the sale of virtual currency which players can use to enhance the in-game experience of the games offered by the Company. Virtual currency is sold through in-application purchases within its games which are offered on smartphones, tablets, and web-based devices. In addition, the Company also derives revenue from the placement of advertisements within its games. The Company determines revenue recognition by: m. identifying the contract, or contracts, with a customer; n. identifying the performance obligations in each contract; o. determining the transaction price; p. allocating the transaction price to the performance obligations in each contract; and q. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player ‘s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners, including but not limited to certain related parties, such as MGM Resorts International and Resorts World Inc, Ptd Ltd. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third- party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. Advertising Advertising expense was $15.1 million and $10.4 million during the three months ended March 31, 2021 and 2020, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation — Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. Property and Equipment, net The Company states property and equipment at cost net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill In accordance with Accounting Standards Update (ASU) No. 2014‑02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill, goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets’ Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3‑5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 —Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”). ASU 2014‑09 combined with all subsequent amendments, which is collectively ASC 606, Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASU 2014‑09 also required expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2019, the Company adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”) using the modified retrospective method. The Company determines revenue recognition by: a. identifying the contract, or contracts, with a customer; b. identifying the performance obligations in each contract; c. determining the transaction price; d. allocating the transaction price to the performance obligations in each contract; and e. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player’s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. Advertising Advertising expense was $49.3 million, $53.8 million and $48.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation—Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 3—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). The amended guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities in the Consolidated Balance Sheets and disclosing key information about leasing arrangements. The adoption of this guidance is expected to result in a significant portion of the Company’s operating leases, where the Company is the lessee, to be recognized in the Company’s Consolidated Balance Sheets. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal year beginning after December 15, 2022 with earlier adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326). The new guidance replaces the incurred loss impairment methodology in current guidance with a current expected credit loss model (“CECL”) that incorporates a broader range of reasonable and supportable information including the forward-looking information. This guidance is effective for the Company for fiscal year beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of adopting this guidance. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017‑04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendment, the Company is required to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance is effective for the Company for fiscal year beginning after December 15, 2022, with early adoption permitted. The Company early adopted this guidance prospectively on January 1, 2021, and it did not have any impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018‑15, Customer’s Accounting for Implementation costs Incurred in a Cloud Computing Arrangement that is a Service Contract, that requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in ASC Topic 350, Intangibles — Goodwill and Other. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company early adopted this guidance prospectively on January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020‑04 is effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively through December 31, 2022. The Company adopted this guidance prospectively on January 1, 2021, and it did not have any impact on the Company’s consolidated financial statements. | NOTE 3—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842). The amended guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities in the consolidated balance sheet and disclosing key information about leasing arrangements. The adoption of this guidance is expected to result in a significant portion of the Company’s operating leases, where the Company is the lessee, to be recognized in the Company’s consolidated balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal year beginning after December 15, 2022 with earlier adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses (Topic 326). The new guidance replaces the incurred loss impairment methodology in current guidance with a current expected credit loss model (“CECL”) that incorporates a broader range of reasonable and supportable information including the forward-looking information. This guidance is effective for the Company for fiscal year beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU No. 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendment, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity must recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard is effective for the Company for fiscal year beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020‑04 is effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is currently evaluating the impact of adopting this temporary guidance. Recently Adopted Accounting Pronouncements As described in the Company’s Revenue Recognition accounting policy in Note 2, the Company adopted ASC 606 effective January 1, 2019. The Company utilized the modified retrospective method upon adoption and as a result, the comparative information has not been restated and continues to be reported under legacy GAAP. The Company elected to apply the new revenue accounting standard only to contracts not completed as of the adoption date. As part of the adoption of ASC 606, the Company elected the transition practical expedient of using a portfolio approach to our advertising contracts since they have similar characteristics and reasonably expect that application of the revenue recognition model to the portfolio would not differ materially from the application to the individual contracts or performance obligations in that portfolio. The adoption of ASC 606 did not result in a change to the accounting for revenues; as such, no cumulative effect adjustment was recorded. Additionally, the adoption of ASC 606 had no impact on the Company’s cash flows from operations. See Note 9 for additional disclosures related to this standard. In May 2017, the FASB issued ASU No. 2017‑09, Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting. This update clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective prospectively for fiscal years beginning after December 15, 2017, for nonpublic entities. The Company adopted this guidance on January 1, 2018 and it did not have a material impact on the Company’s consolidated financial statements. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018‑07, Compensation— Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting. This standard eliminates the separate guidance for stock compensation paid to non-employees and aligns it with the guidance for stock compensation paid to employees. This standard is effective for the Company for fiscal years beginning after December 15, 2019. The Company adopted this guidance prospectively on January 1, 2019 and it did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018‑15, Customer’s Accounting for Implementation costs Incurred in a Cloud Computing Arrangement that is a Service Contract, that requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in ASC Topic 350, Intangibles—Goodwill and Other. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company early adopted this guidance prospectively on January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. Additionally, the Company has prepaid $20,000 as of March 31, 2021 and December 31, 2020 which is included in prepaid expenses which is included in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B Ordinary Shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B Ordinary Shares resulting in 5,750,000 Class B Ordinary Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $20,000 in fees for these services. Due to Sponsor The Sponsor advanced $2,621,369 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. Subsequent to the Initial Public Offering, on October 29, 2020, the Company repaid $2,621,369. Promissory Note — Related Party On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Note of $278,631 was repaid at the closing of the Initial Public Offering on October 27, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | |
OLD PlayStudios, Inc. | |||
RELATED-PARTY TRANSACTIONS | NOTE 4—RELATED-PARTY TRANSACTIONS The following table is a summary of assets and liabilities from related parties: March 31, December 31, 2021 2020 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ 20,000 Accrued liabilities The Company did not have any revenues recognized from related parties during the three months ended March 31, 2021 and 2020. The Company’s expenses recognized from related parties were immaterial during the three months ended March 31, 2021 and 2020. MGM Resorts International (“MGM”) MGM is a stockholder and an MGM senior executive also serves on the Company’s board of directors. As of March 31, 2021 and December 31, 2020, MGM owns approximately 30.2 million shares of the Company’s common stock and 32.6 million shares of the Company’s outstanding preferred stock. Marketing Agreement In April 2011, the Company entered into a joint marketing agreement with MGM (as amended, the “Marketing Agreement”) in exchange for assistance with marketing campaigns and the exclusive right to utilize MGM’s licensed marks and licensed copyrights for the development of certain of the Company’s social casino games. The initial term was for one year from the go-live date of the first such game in July 2012, with an automatic renewal provision for successive two-year terms based on the games meeting certain performance criteria. If the games do not achieve the specified performance criteria, the term will be automatically renewed for a one-year period and the right to utilize MGM’s licensed marks and copyrights will become non-exclusive. The non-exclusive term will be automatically renewed for successive one-year periods so long as the games meet certain other performance criteria. As consideration for the use of MGM’s intellectual property, the Company issued 19,200,000 shares of its common stock representing 10% of its then-outstanding common stock; and in lieu of royalty payments, the Company agreed to pay MGM a profit share of: (i) during the exclusive term, a mid- to high-single digit percentage of cumulative net operating income, as defined in the Marketing Agreement, and (ii) during the non-exclusive term, a low- to mid-single digit percentage of cumulative net operating income. As further described in Note 9, the Marketing Agreement was recorded as an indefinite-lived intangible asset. On October 30, 2020, the Company and MGM agreed to amend the Marketing Agreement (the “MGM Amendment”), under which the Company and MGM agreed to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. In addition, MGM agreed to reinvest in the Company at a minimum amount of $20 million by participating in the PIPE Investment or a private placement of equity offering to third party investors for a minimum gross proceeds to the Company of $50 million. As a result of the termination, the Company is no longer obligated to make profit share payments, but the other rights and obligations under the Marketing Agreement continue in full force and effect. In connection with the MGM Amendment, the Company recorded a $20 million liability in “Accrued liabilities”, which remains outstanding as of March 31, 2021. | NOTE 4—RELATED-PARTY TRANSACTIONS The following table is a summary of balance sheet assets and liabilities from related parties (in thousands): December 31, 2020 2019 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ — Accrued liabilities The following table is a summary of revenues and expenses recognized from related parties (in thousands): Year Ended December 31, 2020 2019 2018 Financial Statement Line Item Marketing Agreement $ 20,000 $ — $ — Restructuring expense Marketing Agreement $ 319 $ — $ — Cost of revenue King Agreement $ $ 7,312 $ 1,294 Net revenues MGM Resorts International (“MGM”) MGM is a stockholder and an MGM senior executive also serves on the Company’s board of directors. As of December 31, 2020 and 2019, MGM owns approximately 30.2 million shares of the Company’s common stock and 32.6 million shares of the Company’s outstanding preferred stock. As further described in Note 14, in January 2018, certain employees sold shares of the Company’s common stock to MGM in a secondary transaction. Marketing Agreement In April 2011, the Company entered into a joint marketing agreement with MGM (as amended, the “Marketing Agreement”) in exchange for assistance with marketing campaigns and the exclusive right to utilize MGM’s licensed marks and licensed copyrights for the development of certain of the Company’s social casino games. The initial term was for one year from the go-live date of the first such game in July 2012, with an automatic renewal provision for successive two-year terms based on the games meeting certain performance criteria. If the games do not achieve the specified performance criteria, the term will be automatically renewed for a one-year period and the right to utilize MGM’s licensed marks and copyrights will become non-exclusive. The non-exclusive term will be automatically renewed for successive one-year periods so long as the games meet certain other performance criteria. As consideration for the use of MGM’s intellectual property, the Company issued 19,200,000 shares of its common stock representing 10% of its then-outstanding common stock; and in lieu of royalty payments, the Company agreed to pay MGM a profit share of: (i) during the exclusive term, a mid- to high-single digit percentage of cumulative net operating income, as defined in the Marketing Agreement, and (ii) during the non-exclusive term, a low- to mid-single digit percentage of cumulative net operating income. As further described in Note 7, the Marketing Agreement was recorded as an indefinite-lived intangible asset. On October 30, 2020, the Company and MGM agreed to amend the Marketing Agreement (the “MGM Amendment”), under which the Company and MGM agreed to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. In addition, MGM agreed to reinvest in the Company at a minimum amount of $20 million by participating in the PIPE Investment or a private placement of equity offering to third party investors for a minimum gross proceeds to the Company of $50 million. As a result of the termination, the Company is no longer obligated to make profit share payments, but the other rights and obligations under the Marketing Agreement continue in full force and effect. In connection with the Marketing Agreement, the Company recorded $0.3 million in profit share expense during the year ended December 31, 2020. There was no profit share expense during the year ended December 31, 2019 and 2018. Of the $0.6 million profit share expense recognized during the nine months ended September 30, 2020, the Company and MGM agreed that $0.3 million represented a part of the $20 million one-time termination payment. Accordingly, the Company recognized $20.0 million, inclusive of $0.3 million which was reclassified from cost of revenue into “Restructuring expense” in the Consolidated Statements of Operations. The Company does not expect to incur additional expenses in relation to the termination of the profit share provision. Rewards Agreement In January 2016, the Company entered into a rewards agreement with MGM where at MGM’s discretion, the Company has the right to offer MGM rewards via its games. Players of the Company’s games can redeem their accumulated loyalty points for MGM rewards. There is no cost charged to the Company by MGM for the redemption of these rewards. In addition, the Company does not have any obligations associated with the rewards to the players or MGM. As such, the rewards agreement does not have any impact on the Company’s financial statements. Activision Publishing, Inc. (“Activision”) Activision is a stockholder and an Activision senior executive serves on the Company’s board of directors. As of December 31, 2020 and 2019, Activision owns 64 million shares of the Company’s outstanding preferred stock. King Agreement In April 2017, the Company entered into a game publishing and distribution agreement (the “King Agreement”) with King.com Limited and King.com (US), LLC (collectively, “King”) to develop a branded mobile application with games incorporating their branded intellectual property. In connection with the agreement, the Company had outstanding deferred revenue of $7.4 million as of December 31, 2018. In June 2019, the agreement terminated, and all of the associated deferred revenue was recorded as revenue during the year ended December 31, 2019, as further described in Note 9. Activision and King are both subsidiaries of Activision Blizzard, Inc. The Company also paid King for cross promotions of the Company’s games, which was immaterial for the years ended December 31, 2020, 2019 and 2018. Resorts World Inc, Pte Ltd (“Resorts World”) In December 2015 and September 2016, International issued a total of 5,333,333 Series A preferred stock for $8 million to Resorts World. As further described in Note 13, in December 2018, the Company repurchased Resorts World’s interest in International. Resorts World is also a stockholder of the Company. As of December 31, 2020 and 2019, Resorts World owned 1.1 million shares of the Company’s common stock. Resorts World is also a rewards partner of the Company. Similar to the rewards program with MGM, there is no cost charged to the Company by Resorts World for the redemption of these rewards. In addition, the Company does not have any obligations associated with the rewards to the players or Resorts World. As such, the rewards agreement does not have any impact to financial statements. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
PROPERTY AND EQUIPMENT, NET | NOTE 7—PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Computer equipment $ 8,550 $ 8,328 Leasehold improvements 6,233 6,365 Furniture and fixtures 2,243 2,266 Construction in progress 87 90 Total property and equipment 17,113 17,049 Less: accumulated depreciation (11,426) (10,848) Total property and equipment, net $ 5,687 $ 6,201 The aggregate depreciation expense for property and equipment, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the three months ended March 31, 2021 and 2020, depreciation expense was $0.7 million and $0.7 million, respectively. No impairment charges or material disposals were recorded during the three months ended March 31, 2021 and 2020. Property and equipment, net by region consists of the following: March 31, 2021 December 31, 2020 United States $ 1,850 $ 2,098 EMEA(1) 3,282 3,436 All other countries 555 667 Total property and equipment, net $ 5,687 $ 6,201 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. | NOTE 5—PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Computer equipment $ 8,328 $ 7,176 Leasehold improvements 6,365 5,953 Furniture and fixtures 2,266 2,081 Construction in progress 90 14 Total property and equipment 17,049 15,224 Less: accumulated depreciation (10,848) (7,889) Total property and equipment, net $ 6,201 $ 7,335 The aggregate depreciation expense for property and equipment, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the years ended December 31, 2020, 2019 and 2018, depreciation expense was $2.8 million, $2.6 million and $1.9 million, respectively. No impairment charges or material write-offs were recorded for the years ended December 31, 2020, 2019 and 2018. Property and equipment, net by region consists of the following (in thousands): December 31, 2020 2019 United States $ 2,098 $ 2,748 EMEA(1) 3,436 3,607 All other countries 667 980 Total property and equipment, net $ 6,201 $ 7,335 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. |
INTERNAL-USE SOFTWARE, NET
INTERNAL-USE SOFTWARE, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
INTERNAL-USE SOFTWARE, NET | NOTE 8—INTERNAL-USE SOFTWARE, NET Internal-use software, net consists of the following: March 31, 2021 December 31, 2020 Internal-use software $ 109,106 $ 103,041 Less: accumulated amortization (69,032) (64,285) Total internal-use software, net $ 40,074 $ 38,756 The Company capitalized internal-use software development costs of $6.9 million and $5.9 million during the three months ended March 31, 2021 and 2020, respectively. Total amortization expense associated with its capitalized internal-use software development costs during the three months ended March 31, 2021 and 2020 was $5.2 million and $4.3 million, respectively. The aggregate amortization expense for internal-use software, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. There were no write-offs or impairment charges recorded during the three months ended March 31, 2021 and 2020. | NOTE 6—INTERNAL-USE SOFTWARE, NET Internal-use software, net consists of the following (in thousands): December 31, 2020 2019 Internal-use software $ 103,041 $ 75,781 Less: accumulated amortization (64,285) (44,787) Total internal-use software, net $ 38,756 $ 30,994 The Company capitalized internal-use software development costs of $25.8 million, $21.9 million and $22.2 million during the years ended December 31, 2020, 2019 and 2018, respectively. Total amortization expense associated with its capitalized internal-use software development costs for the years ended December 31, 2020, 2019 and 2018 was $18.7 million, $21.1 million and $13.1 million, respectively. Due to the removal of Royal Charm Slots from all platforms as described in Note 9, the Company reevaluated the associated useful lives which resulted in accelerated amortization of $4.7 million for the year ended December 31, 2019. In 2018, the Company cancelled the development of a game which was written down to its carrying value of zero. As a result, the Company recognized a loss on disposal of $1.3 million which is included within “General and administrative” expenses in the Consolidated Statements of Operations for the year ended December 31, 2018. In connection with the cancellation and as further discussed in Note 8, the Company also accrued a termination fee of $2.0 million as of December 31, 2018. There were no write-offs or impairment charges recorded for the years ended December 31, 2020, 2019 and 2018. The aggregate amortization expense for internal-use software, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 9—GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had $5.1 million in goodwill as of Mach 31, 2021 and December 31, 2020. There were no business combinations during the three months ended March 31, 2021 and 2020. There were no indicators of impairment as of March 31, 2021 and December 31, 2020. Intangible Assets’ The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill: March 31, 2021 December 31, 2020 Gross Net Gross Carrying Accumulated Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (550) $ 450 $ 1,000 $ (500) $ 500 Trade names 1,240 (1,178) 62 1,240 (1,116) 124 2,240 (1,728) 512 2,240 (1,616) 624 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,728) $ 1,512 $ 3,240 $ (1,616) $ 1,624 Intangible assets consist of trade names and long-term license agreements with various third parties as described in Note 2 to the consolidated financial statements. As further described in Note 4 to the consolidated financial statements, the MGM Marketing Agreement is an indefinite-lived intangible asset, which provides the Company with the exclusive rights to feature MGM’s intellectual property in the Company’s games subject to automatic renewal provisions described in Note 4. The weighted-average period remaining until the next renewal is 0.3 years as of March 31, 2021. The Company is reasonably certain that it will renew the Marketing Agreement. The aggregate amortization expense for amortizable intangible assets is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the three months ended March 31, 2021 and 2020, amortization was $0.1 million and $0.4 million, respectively. There were no impairment charges for intangible assets during the three months ended March 31, 2021 and 2020. As of March 31, 2021, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows: Projected Amortization Year Ending December 31, Expense Remainder of 2021 $ 212 2022 200 2023 100 2024 — 2025 — Total $ 512 | NOTE 7—GOODWILL AND INTANGIBLE ASSETS Goodwill In 2016, the Company acquired the assets of Scene 53, Limited, an Israeli mobile games developer (the “Acquisition”) together with the employees of the company. The Acquisition was accounted for as a business combination. In connection with the Acquisition, the Company recognized $5.1 million in goodwill. The carrying value of the goodwill remained at $5.1 million as of December 31, 2020 and 2019. There were no business combinations for the years ended December 31, 2020, 2019 and 2018. During the fourth quarter of fiscal 2020, 2019 and 2018 the Company performed its annual goodwill impairment test by performing a qualitative assessment for its single reporting unit. Based on the assessment, the Company concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and as a result, did not proceed to further impairment testing. There were no impairment charges for goodwill for the years ended December 31, 2020, 2019 and 2018. Intangible Assets The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill (in thousands): December 31, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (500) $ 500 $ 3,500 $ (2,550) $ 950 Trade names 1,240 (1,116) 124 1,240 (868) 372 2,240 (1,616) 624 4,740 (3,418) 1,322 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,616) $ 1,624 $ 5,740 $ (3,418) $ 2,322 Intangible assets consist of trade names and long-term license agreements with various third parties as described in Note 2 to the consolidated financial statements. As further described in Note 4 to the consolidated financial statements, the MGM Marketing Agreement is an indefinite-lived intangible asset, which gives us the exclusive rights to feature MGM’s intellectual property in the Company’s games subject to automatic renewal provisions described in Note 4. The weighted-average period remaining until the next renewal is 0.54 years as of December 31, 2020. The Company is reasonably certain that it will renew the Marketing Agreement. The aggregate amortization expense for amortizable intangible assets is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the years ended December 31, 2020, 2019 and 2018, amortization was $0.7 million, $1.4 million and $1.2 million, respectively. There were no impairment charges for intangible assets for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows (in thousands): Projected Amortization Year Ending December 31, Expense 2021 $ 324 2022 200 2023 100 2024 — 2025 — Total $ 624 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
ACCRUED LIABILITIES | NOTE 10 —ACCRUED LIABILITIES Accrued liabilities consist of the following: March 31, 2021 December 31, 2020 MGM profit share buyout $ 20,000 $ 20,000 Accrued payroll and vacation 5,847 4,860 Accrued liability to fund note receivable 2,500 — Other accruals 4,265 4,229 Total accrued liabilities $ 32,612 $ 29,089 MGM Profit Share Buyout As further described in Note 4 to consolidated financial statements, in October 2020, the Company and MGM agreed to amend the Marketing Agreement to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. As the Company expects the payment to occur within one year, the Company recorded an accrual for the one-time payment within accrued liabilities. Accrued Liability to Fund Note Receivable On March 29, 2021, the Company entered into a promissory note agreement with a third-party game developer in which the Company agreed to lend the developer $2.5 million. Other Accruals Other accruals include various expenses for accrued accounts payable, deferred rent, accrued legal and accounting services, accrued royalties, accrued property and equipment, accrued advertising, and income taxes payable. | NOTE 8—ACCRUED LIABILITIES Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 MGM Profit Share Buyout $ 20,000 $ — Accrued payroll and vacation 4,860 2,915 Accrued royalties 100 1,389 Other accruals 2,657 1,013 Accrued advertising 534 297 Income taxes payable 655 707 Accrued property and equipment 283 196 Total accrued liabilities $ 29,089 $ 6,517 Accrued Royalties Accrued royalties are mostly composed of the short-term minimum guaranteed amount of royalties due to a long-term license agreement with a third party. Refer to Note 2—”License Agreements & Minimum Guarantees” and Note 12—”Minimum Guarantee Liability” for further details. MGM Profit Share Buyout As further described in Note 4 to consolidated financial statements, in October 2020, the Company and MGM agreed to amend the Marketing Agreement to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. As the Company expects the payment to occur within one year, the Company recorded an accrual for the one-time payment within accrued liabilities. Other Accruals Other accruals include various expenses for accrued accounts payable and deferred rent. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 11—REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the Company’s revenue disaggregated by type: Three Months Ended March 31, 2021 2020 Virtual currency (over time)(1) $ 73,226 $ 58,168 Advertising (point in time) 871 134 Total net revenue $ 74,097 $ 58,302 (1) Virtual currency revenue is recognized over the estimated consumption period. The following table summarizes the Company’s revenue disaggregated by geography: Three Months Ended March 31, 2021 2020 United States $ 64,074 $ 49,152 All other countries 10,023 9,150 Total net revenue $ 74,097 $ 58,302 Contract Balances Contract assets represent the Company’s ability to bill customers for performance obligations completed under a contract. As of March 31, 2021 and December 31, 2020, there were no contract assets recorded in the Company’s Consolidated Balance Sheets. The deferred revenue balances related to the purchase of virtual currency was $0 as of March 31, 2021 and December 31, 2020. The opening and closing balance of trade receivables is further described in Note 5. | NOTE 9—REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the Company’s revenue disaggregated by type: Year Ended December 31, 2020 2019 2018 Virtual currency (over time)(1) $ 268,137 $ 231,726 $ 193,849 Advertising (point in time) 1,745 383 356 Other (over time)(2) — 7,312 1,294 Total net revenue $ 269,882 $ 239,421 $ 195,499 (1) Virtual currency revenue is recognized over the estimated consumption period. (2) Amounts classified as Other primarily represent the release of deferred revenue under the King Agreement. The following table summarizes the Company’s revenue disaggregated by geography: Year Ended December 31, 2020 2019 2018 United States $ 228,568 $ 200,418 $ 162,135 All other countries 41,314 39,003 33,364 Total net revenue $ 269,882 $ 239,421 $ 195,499 Contract Balances The following table provides information about receivables and contract liabilities from contracts with customers (in thousands): December 31, 2020 2019 Contract receivables, included in Receivables $ 16,616 $ 14,249 Receivables represent amounts due to the Company from social and mobile platform operators, including Apple, Google, Amazon and Facebook. Receivables are recorded when the right to consideration becomes unconditional. No allowance for doubtful accounts was considered necessary as of December 31, 2020 and 2019. Contract assets represent the Company’s ability to bill customers for performance obligations completed under a contract. As of December 31, 2020 and 2019, there were no contract assets recorded in the Company’s consolidated balance sheet. The deferred revenue balances related to the purchase of virtual currency was $0 as of December 31, 2020 and 2019. Deferred Revenue As part of the King Agreement referenced in Note 4 to consolidated financial statements, the Company received quarterly cash advances for development costs during 2017 and 2018 according to the initial development budget and subsequent updates to the budget as defined in the King Agreement. According to this agreement, once the game was published and operational, the Company would be reimbursed for its operating expenses and would earn a portion of the game’s operating profit. Therefore, the Company deferred all advances received until revenue was recognizable after the game launches. In June 2019, the Company executed a wind down agreement with King to remove the Royal Charm Slots branded game from all platforms in July 2019 which also terminated the original King Agreement. In July 2019, the Company remitted $67 thousand to King for the liquidation value of hardware previously acquired during development. Since the game launched in June 2018, the Company recognized $7.3 million and $1.3 million in revenue for the years ended December 31, 2019 and 2018, respectively. Concentration of Credit Risk As of December 31, 2020, Apple, Inc. and Google, Inc. accounted for 48.9% and 42.7% of the Company’s total receivables, respectively, while as of December 31, 2019, Apple, Inc. and Google, Inc. accounted for 46% and 43% of the Company’s total receivables, respectively. As of December 31, 2020 and 2019, the Company did not have any additional counterparties that exceeded 10% of the Company’s net accounts receivable. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
LONG-TERM DEBT | NOTE 12—LONG-TERM DEBT Private Venture Growth Capital Loans On March 27, 2020, the Company entered into an agreement for a revolving credit facility (the “Revolver”) with Silicon Valley Bank (“SVB”). The Revolver is secured by the assets including intellectual property of the Company and matures on September 27, 2022. Borrowings under the Revolver may be borrowed, repaid and re-borrowed by the Company, and are available for working capital, general corporate purposes and permitted acquisitions. Up to $3.0 million of the Revolver may be used for letters of credit. The Revolver bears interest at a variable rate at the Company’s option of either (i) the Prime Rate (as defined) minus a margin ranging from 0.25% to 0.75% or (ii) LIBOR plus a margin ranging from 2.25% to 2.75%. LIBOR will be subject to a floor of 0%, and the Prime Rate will be subject to a floor of 3.25%. The applicable margins for each rate are determined by reference to a pricing grid based on the Company’s Total Leverage Ratio. The Revolver includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants. Specific financial covenants include the following: m. Minimum Liquidity of $7.5 million n. Maximum Total Leverage Ratio of 2.25 to 1.00 o. Minimum Interest Coverage Ratio of 4.00 to 1.00 At issuance, the Company capitalized $0.2 million in debt issuance costs. As of March 31, 2021 the Company has not made any drawdowns on the Revolver. | NOTE 10—LONG-TERM DEBT Private Venture Growth Capital Loans On March 27, 2020, the Company entered into an agreement for a revolving credit facility (the “Revolver”) with Silicon Valley Bank (“SVB”). The Revolver is secured by the assets including intellectual property of the Company and matures on September 27, 2022. Borrowings under the Revolver may be borrowed, repaid and re-borrowed by the Company, and are available for working capital, general corporate purposes and permitted acquisitions. Up to $3.0 million of the Revolver may be used for letters of credit. The Revolver bears interest at a variable rate at the Company’s option of either (i) the Prime Rate (as defined) minus a margin ranging from 0.25% to 0.75% or (ii) LIBOR plus a margin ranging from 2.25% to 2.75%. LIBOR will be subject to a floor of 0%, and the Prime Rate will be subject to a floor of 3.25%. The applicable margins for each rate are determined by reference to a pricing grid based on the Company’s Total Leverage Ratio. The Revolver includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants. Specific financial covenants include the following: a. Minimum Liquidity of $7.5 million b. Maximum Total Leverage Ratio of 2.25 to 1.00 c. Minimum Interest Coverage Ratio of 4.00 to 1.00 At issuance, the Company capitalized $0.2 million in debt issuance costs. As of December 31, 2020 the Company has not made any drawdowns on the Revolver. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
INCOME TAXES | NOTE 13 —INCOME TAXES The Company recorded an income tax expense of $1.3 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. The Company computes its quarterly income tax provision by applying a forecasted annual effective tax rate to income before income taxes. Any discrete items arising during the quarter are adjusted to the provision. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is subject to examination for both US federal and state tax returns for the years 2012 to present as a result of the Company’s net operating loss carryforwards, which were utilized in the 2016 and later tax years. In June 2020, the Company was notified by the Internal Revenue Service that the Company’s federal income tax return for the tax year ended December 31, 2017 is under examination. In late 2019, the Company was notified by the Israel Tax Authority that the Company’s Israel tax returns for the tax years ended December 31, 2016 through 2018 are under examination. The tax year 2019 remains open to examination under the statute of limitations by the Israel Tax Authority for Israel. The tax years starting from 2016 remain open to examination by the Hong Kong Inland Revenue Department for Asia. The Company has analyzed filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns and for all open tax years. The Company believes that its income tax filing positions and deductions will be sustained upon audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense. | NOTE 11—INCOME TAXES As of December 31, 2020, unremitted earnings in foreign subsidiaries are indefinitely reinvested. Should these earnings be distributed in the future in the form of dividends or otherwise, the Company would be subject to withholding taxes payable to various jurisdictions. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries, but it could be subject to foreign withholding tax and U.S. state income taxes. Effective January 1, 2020, Israel made a check-the-box election to be treated as a disregarded entity for U.S. federal income tax purposes, resulting in discrete tax adjustments to the Company’s provision. Income before income taxes by tax jurisdiction consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 8,738 $ 11,164 $ 4,696 Foreign 2,398 6,425 1,090 Total $ 11,136 $ 17,589 $ 5,786 Provision for current and deferred income taxes consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current tax expense: Federal $ 945 $ 241 $ 708 State 297 720 90 Foreign 791 665 259 2,033 1,626 1,057 Deferred tax expense (benefit): Federal (3,045) 1,997 1,527 State (748) 55 (322) Foreign 89 297 702 (3,704) 2,349 1,907 Income tax expense (benefit) $ (1,671) $ 3,975 $ 2,964 The difference between the actual rate and the federal statutory rate was as follows: Year Ended December 31, 2020 2019 2018 Statutory rate 21.0 % 21.0 % 21.0 % Foreign provision (0.3) (6.5) 10.2 State/province income tax 0.1 5.6 5.6 Stock compensation (19.2) 7.5 40.1 Other effects of check-the-box election (6.2) 0.2 — Research credit (11.5) (5.9) (24.1) Adjustment to carrying value (4.0) (0.3) (0.9) Foreign tax credit (9.1) (0.7) — Valuation allowance 9.0 — — Foreign-derived intangible income deduction (FDII) (2.7) (1.1) (3.4) Non-deductible expenses-other 2.4 2.0 3.6 Foreign branch income 4.5 1.0 — Other 1.0 (0.2) (0.9) Effective tax rate (15.0) % 22.6 % 51.2 % Deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred tax assets: Tax credits $ 6,882 $ 3,856 Accrued liabilities 5,576 486 Stock compensation 1,457 365 Intangibles — 40 Deferred rent 74 78 Other 276 234 Total gross deferred tax assets 14,265 5,059 December 31, 2020 2019 Less: Valuation allowance (1,002) — Total deferred tax asset 13,263 5,059 Deferred tax liabilities: Intangibles 185 — Property and equipment 12,457 8,123 Prepaid taxes 482 365 Total deferred tax liabilities 13,124 8,488 Deferred tax asset (liability), net $ 139 $ (3,429) The Company had $2.9 million of California research credit carryforwards as of December 31, 2020, which may be carried forward indefinitely to reduce future California income taxes payable. The Company also had $0.5 million of Texas research credit carryforwards as of December 31, 2020, which may be carried forward for 20 years and will expire starting in 2037. As of December 31, 2020, the Company had a deferred tax asset recorded on the balance sheet of approximately $3.4 million related to foreign tax credits, of which $2.6 million are associated with future income from Asia and Israel. Foreign tax credits can be carried forward to offset future U.S. taxable income subject to certain limitations for a period of 10 years. Foreign tax credits of $0.8 million will expire in 2030. As of December 31, 2020, the Company had a valuation allowance related to the foreign tax credit deferred tax asset of $1.0 million, due to the uncertainty of future foreign source taxable income, primarily due to projected tax deductions associated with future exercises of non-qualified stock options. In making such determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, projected future foreign source income, tax planning strategies and recent financial operations. These assumptions required significant judgment about the forecasts of future taxable and foreign source income. The following is a tabular reconciliation of the total amounts of deferred tax asset valuation allowance (in thousands): December 31, 2020 2019 Balance at beginning of period $ — $ — Charged to provision for income taxes 1,002 — Other — — Balance at end of period $ 1,002 $ — The Company has analyzed filing positions in all of the federal, state and foreign jurisdictions where it is required to file income tax returns and for all open tax years. The Company believes that its income tax filing positions and deductions will be sustained upon audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is subject to examination for both U.S. federal and state tax returns for the years 2012 to present as a result of the Company’s net operating loss carryforwards, which were utilized in the 2016 and later tax years. In June 2020, the Company was notified by the Internal Revenue Service that the Company’s federal income tax return for the tax year ended December 31, 2017 is under examination. In late 2019, the Company was notified by the Israel Tax Authority that the Company’s Israel tax returns for the tax years ended December 31, 2016 through 2018 are under examination. The tax year 2019 remains open to examination under the statute of limitations by the Israel Tax Authority for Israel. The tax years starting from 2016 remain open to examination by the Hong Kong Inland Revenue Department for Asia. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 9, 2020, the underwriter’s partially exercised their over-allotment option to purchase an additional 1,525,000 Units, at a price of $10.00 per Unit, and forfeited the remaining option to purchase additional Units. The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | ||
OLD PlayStudios, Inc. | |||
COMMITMENTS AND CONTINGENCIES | NOTE 14—COMMITMENTS AND CONTINGENCIES Minimum Guarantee Liability The following are the Company’s total minimum guaranteed obligations as of the years ended: March 31, December 31, 2021 2020 Accrued royalties(1) $ 150 $ 100 Minimum guarantee liability 250 300 Total minimum guarantee obligations $ 400 $ 400 Weighted-average remaining term (in years) 2.25 2.50 (1) Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. The following are the Company’s remaining expected future payments of minimum guarantee obligations as of March 31, 2021: Minimum Guarantee Year Ending December 31, Obligations Remainder of 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 Leases The Company leases both office space and office equipment and classifies these leases as either operating or capital leases for accounting purposes based upon the terms and conditions of the individual lease agreements. As of March 31, 2021 and December 31, 2020, all leases were classified as operating leases and expire at various dates through 2024, with certain leases containing renewal option periods of two to five years at the end of the current lease terms. The Company’s future minimum rental commitments as of March 31, 2021, are as follows: Minimum Rental Year Ending December 31, Commitments Remainder of 2021 $ 3,474 2022 3,172 2023 1,143 2024 429 2025 — Total $ 8,218 Certain lease agreements have rent escalation provisions over the lives of the leases. The Company recognizes rental expense based on a straight-line basis over the term of the leases. Rental expense was $1.2 million and $1.1 million during the three months ended March 31, 2021 and 2020, respectively, which is included within “General and administrative” expenses in the Consolidated Statements of Operations. Other The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is reasonably probable and an amount can be reasonably estimated. The Company does not expect the outcome of any pending litigation to have a material effect on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. | NOTE 12—COMMITMENTS AND CONTINGENCIES Minimum Guarantee Liability The following are the Company’s total minimum guaranteed obligations as of the years ended (in thousands): December 31, 2020 2019 Accrued royalties(1) $ 100 $ 1,100 Minimum guarantee liability 300 500 Total minimum guarantee obligations $ 400 $ 1,600 Weighted-average remaining term (in years) 2.50 3.53 (1) Accrued royalties are included within the Accrued liabilities line item on the consolidated balance sheet. The following are the Company’s remaining expected future payments of minimum guarantee obligations as of December 31, 2020 (in thousands): Minimum Guarantee Year Ending December 31, Obligations 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 Leases The Company leases both office space and office equipment and classifies these leases as either operating or capital leases for accounting purposes based upon the terms and conditions of the individual lease agreements. As of December 31, 2020 and 2019, all leases were classified as operating leases and expire at various dates through 2024, with certain leases containing renewal option periods of two to five years at the end of the current lease terms. The Company’s future minimum rental commitments as of December 31, 2020, are as follows (in thousands): Minimum Rental Year Ending December 31, Commitments 2021 $ 4,667 2022 3,221 2023 1,160 2024 430 2025 — Total $ 9,478 Certain lease agreements have rent escalation provisions over the lives of the leases. The Company recognizes rental expense based on a straight-line basis over the term of the leases. Rental expense was $4.7 million, $4.3 million and $3.8 million for the years ended December 31, 2020, 2019 and 2018, respectively, which is included within “General and administrative” expenses in the Consolidated Statements of Operations. Other The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is reasonably probable and an amount can be reasonably estimated. The Company does not expect the outcome of any pending litigation to have a material effect on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,949,428 and 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 18,575,572 and 17,950,991 Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 7. SHAREHOLDERS’ EQUITY (Restated) Preferred Shares —The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 17,950,991 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B Ordinary Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. | |
OLD PlayStudios, Inc. | |||
STOCKHOLDERS' EQUITY | NOTE 15 —STOCKHOLDERS’ EQUITY Common Stock As of March 31, 2021, the Company was authorized to issue 506,000,000 shares of common stock. The company had 241,347,089 and 238,186,070 shares of common stock issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. Subject to the prior rights of the holders of preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the board of directors. Each holder of common stock is entitled to one vote for each share of common stock held. After the full preferential amounts due, the holders of all preferred stock have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights and neither is subject to redemption. The Company’s common stock is not convertible into any other shares of the Company’s capital stock. Preferred Stock As of March 31, 2021 and December 31, 2020, the Company’s preferred stock consisted of: Annual Noncumulative Liquidation Conversion Dividend Shares Price Price Rights Series Outstanding Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 Voting Rights and Dividends Each holder of preferred stock is entitled to a number of votes equal to the number of whole shares of common stock into which such holder’s shares are convertible as defined in the Company’s sixth amended and restated certificate of incorporation (the “certificate of incorporation”). The holders of outstanding preferred stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, additional dividends or distributions are distributed to all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held on an “as converted” basis. Through March 31, 2021, no dividends have been declared or paid. Liquidation In the event of a liquidation event (as defined in the certificate of incorporation), the assets and funds of the Company available for distribution to stockholders in connection with such liquidation event are distributed as follows: The holders of outstanding shares of Series B preferred stock, Series C preferred stock and Series C‑1 preferred stock (the “First Liquidation Group”) shall be entitled to receive, on a pari passu basis, out of the assets of the Company available for distribution to its stockholders, before any payment is made in respect of the Company’s Series A preferred stock and common stock, their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the First Liquidation Group, then the entire assets available for distribution to stockholders are distributed to the First Liquidation Group on a pro rata basis. After the First Liquidation Group has been paid or set aside, the holders of outstanding shares of Series A preferred stock is entitled to receive their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution before any payment is made in respect of the Company’s common stock. If the assets of the Company legally available for distribution after payment to the First Liquidation Group are insufficient to permit the payment of the full preferential amount, then the entire remaining assets after distribution to the First Liquidation Group are distributed to the holders of the Series A preferred stock, ratably in proportion to the full preferential amount they would have otherwise been entitled to receive. Notwithstanding the above, for purposes of determining the amount each holder of preferred stock is entitled to receive with respect to a liquidation event, each such holder shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of preferred stock into shares of common stock immediately prior to the liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of preferred stock into shares of common stock. If any such holder shall be deemed to have converted shares of preferred stock into common stock, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of preferred stock that have not converted (or have not been deemed to have converted) into shares of common stock. Preemptive or Similar Rights Preferred stockholders who are classified as a major investor (as defined in the Company’s second amended and restated investor rights agreement) are entitled to certain preemptive rights. A major investor is defined as any preferred stockholder with outstanding shares of registrable securities with an original aggregate paid purchase price of at least $500,000 and who is not deemed to be a competitor of the Company. Registrable securities means (a) the shares of common stock issuable or issued upon conversion of the preferred stock and (b) any other shares of common stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such shares. If the Company decides to issue additional shares of capital stock, options, warrants, convertible securities or rights to purchase capital stock of the Company (the “Additional Shares”), then the Company shall, in writing, inform each major investor of the proposed terms of such issuance and each major investor, subject to applicable federal and state securities laws, shall be entitled and may elect at the time of each such proposed issuance to purchase up to the portion of the Additional Shares offered equal to the product of (i) that percentage of the preferred stock then held by all major investors that is then held by such major investor immediately prior to the proposed issuance of Additional Shares, multiplied by (ii) the total amount of Additional Shares being sold by the Company. Preferred stock is not subject to redemption. Conversion The holders of the preferred stock shall have conversion rights as follows: Right to Convert: Each share of preferred stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of common stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively. Automatic Conversion: Each share of preferred stock shall automatically be converted into fully paid and nonassessable shares of common stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then- outstanding shares of preferred stock or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $1.22 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $25,000,000. Warrants to Purchase Preferred Stock As of March 31, 2021 and December 31, 2020, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Exercise Warrant Series Outstanding Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 As of March 31, 2021 and December 31, 2020, Series A, C‑1 and C warrants are exercisable at the option of the holder. Of the 2.6 million Series B warrants that are outstanding as of March 31, 2021, 1.3 million are exercisable as of March 31, 2021 and December 31, 2020, and the remainder are contingently exercisable only upon an event such as a change in control or an initial public offering (“IPO”). As of March 31, 2021 and December 31, 2020, the weighted-average exercise price of all warrants was approximately $0.26 per warrant. As of March 31, 2021, the weighted-average remaining contractual term of the warrants is 3.0 years. The aggregate intrinsic value was approximately $8.3 million and $6.6 million as of March 31, 2021 and December 31, 2020, respectively. There were no exercises during the three months ended March 31, 2021 and 2020. Change in Control In the event of a change in control or an IPO, all Series A and B outstanding warrants will be automatically exercised, without any additional payments by the warrant holders, for a number of preferred shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable had the warrant holders elected to exercise the warrants immediately prior to the closing of such change in control or an IPO. Additionally, all Series C and C‑1 outstanding warrants will be automatically exercised, without any additional payments by the warrant holders unless the net proceeds per share price for one share of preferred stock or IPO price of the company is greater than or equal to three times the exercise price of such warrants, in which case, the warrant holders would be required to pay the exercise price that would be otherwise payable upon a normal exercise of the warrants. Under the terms of the warrant agreements, an acquisition of the Company directly or indirectly by a blank check company, special purpose acquisition company or equivalent entity qualifies as an IPO. Accumulated Other Comprehensive Income The following table shows a summary of changes in accumulated other comprehensive income from December 31, 2019 to March 31, 2020 and December 31, 2020 to March 31, 2021: Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (296) (296) Balance as of March 31, 2021 $ 185 $ 185 Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation (55) (55) Balance as of March 31, 2020 $ 43 $ 43 | NOTE 13—STOCKHOLDERS’ EQUITY Forward Stock Split The Company’s board of directors approved a two-for-one forward stock split of the Company’s outstanding preferred stock and common stock, which was effected on February 27, 2019. Upon the effectiveness of the forward stock split, each share of issued and outstanding preferred stock and common stock was split into two issued and outstanding shares of preferred stock and common stock, respectively, with the par value per share reduced by half. All share and per share amounts for preferred and common stock, including stock options and other equity instruments, have been retroactively restated in the accompanying consolidated financial statements and notes thereto for all periods presented to reflect the forward stock split. Common Stock As of December 31, 2020, the Company was authorized to issue 506,000,000 shares of common stock. The company had 238,186,070 and 225,490,157 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively. Subject to the prior rights of the holders of preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the board of directors. Each holder of common stock is entitled to one vote for each share of common stock held. After the full preferential amounts due, the holders of all preferred stock have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights and neither is subject to redemption. The Company’s common stock is not convertible into any other shares of the Company’s capital stock. Stock Repurchases As further discussed in Note 14, the Company exercised its right of first refusal to repurchase 3.6 million, 9.6 million and 2.1 million shares of the Company’s common stock during the years ended December 31, 2020, 2019 and 2018, respectively. All shares of common stock repurchased were immediately retired. Preferred Stock From July 2011 through June 2014, the Company raised approximately $33.7 million of capital contributions through three preferred stock financings in PlayStudios, Inc. The Company’s four classes of preferred stock are: Class A preferred stock, Class B preferred stock, Class C‑1 preferred stock and Class C preferred stock (collectively, the “preferred stock”). As of December 31, 2020 and 2019, the Company’s preferred stock consisted of: Annual Shares Noncumulative Outstanding Liquidation Conversion Price Dividend Rights Series (In Thousands) Price Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 Voting Rights and Dividends Each holder of preferred stock is entitled to a number of votes equal to the number of whole shares of common stock into which such holder’s shares are convertible as defined in the Company’s sixth amended and restated certificate of incorporation (the “certificate of incorporation”). The holders of outstanding preferred stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, additional dividends or distributions are distributed to all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held on an “as converted” basis. Through December 31, 2020, no dividends have been declared or paid. Liquidation In the event of a liquidation event (as defined in the certificate of incorporation), the assets and funds of the Company available for distribution to stockholders in connection with such liquidation event are distributed as follows: The holders of outstanding shares of Series B preferred stock, Series C preferred stock and Series C‑1 preferred stock (the “First Liquidation Group”) shall be entitled to receive, on a pari passu basis, out of the assets of the Company available for distribution to its stockholders, before any payment is made in respect of the Company’s Series A preferred stock and common stock, their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the First Liquidation Group, then the entire assets available for distribution to stockholders are distributed to the First Liquidation Group on a pro rata basis. After the First Liquidation Group has been paid or set aside, the holders of outstanding shares of Series A preferred stock is entitled to receive their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution before any payment is made in respect of the Company’s common stock. If the assets of the Company legally available for distribution after payment to the First Liquidation Group are insufficient to permit the payment of the full preferential amount, then the entire remaining assets after distribution to the First Liquidation Group are distributed to the holders of the Series A preferred stock, ratably in proportion to the full preferential amount they would have otherwise been entitled to receive. Notwithstanding the above, for purposes of determining the amount each holder of preferred stock is entitled to receive with respect to a liquidation event, each such holder shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of preferred stock into shares of common stock immediately prior to the liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of preferred stock into shares of common stock. If any such holder shall be deemed to have converted shares of preferred stock into common stock, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of preferred stock that have not converted (or have not been deemed to have converted) into shares of common stock. Preemptive or Similar Rights Preferred stockholders who are classified as a major investor (as defined in the Company’s second amended and restated investor rights agreement) are entitled to certain preemptive rights. A major investor is defined as any preferred stockholder with outstanding shares of registrable securities with an original aggregate paid purchase price of at least $500,000 and who is not deemed to be a competitor of the Company. Registrable securities means (a) the shares of common stock issuable or issued upon conversion of the preferred stock and (b) any other shares of common stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such shares. If the Company decides to issue additional shares of capital stock, options, warrants, convertible securities or rights to purchase capital stock of the Company (the “Additional Shares”), then the Company shall, in writing, inform each major investor of the proposed terms of such issuance and each major investor, subject to applicable federal and state securities laws, shall be entitled and may elect at the time of each such proposed issuance to purchase up to the portion of the Additional Shares offered equal to the product of (i) that percentage of the preferred stock then held by all major investors that is then held by such major investor immediately prior to the proposed issuance of Additional Shares, multiplied by (ii) the total amount of Additional Shares being sold by the Company. Preferred stock is not subject to redemption. Conversion The holders of the preferred stock shall have conversion rights as follows: Right to Convert: Each share of preferred stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of common stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively. Automatic Conversion: Each share of preferred stock shall automatically be converted into fully paid and nonassessable shares of common stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then- outstanding shares of preferred stock or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $1.22 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $25,000,000. Warrants to Purchase Preferred Stock. As of December 31, 2020 and 2019, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Outstanding Warrant Series (In Thousands) Exercise Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 As of December 31, 2020 and 2019, Series A, C‑1 and C warrants are exercisable at the option of the holder. Of the 2.6 million Series B warrants that are outstanding as of December 31, 2020, 1.3 million are exercisable as of December 31, 2020 and 2019, and the remainder are contingently exercisable only upon an event such as a change in control or an initial public offering (“IPO”). As of December 31, 2020 and 2019, the weighted-average exercise price of all warrants was approximately $0.26 per warrant. As of December 31, 2020, the weighted-average remaining contractual term of the warrants is 3.3 years. The aggregate intrinsic value was approximately $6.6 million and $2.6 million as of December 31, 2020 and 2019, respectively. There were no exercises during the years ended December 31, 2020, 2019 and 2018. Change in Control In the event of a change in control or an IPO, all Series A and B outstanding warrants will be automatically exercised, without any additional payments by the warrant holders, for a number of preferred shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable had the warrant holders elected to exercise the warrants immediately prior to the closing of such change in control or an IPO. Additionally, all Series C and C‑1 outstanding warrants will be automatically exercised, without any additional payments by the warrant holders unless the net proceeds per share price for one share of preferred stock or IPO price of the company is greater than or equal to three times the exercise price of such warrants, in which case, the warrant holders would be required to pay the exercise price that would be otherwise payable upon a normal exercise of the warrants. Under the terms of the warrant agreements, an acquisition of the Company directly or indirectly by a blank check company, special purpose acquisition company or equivalent entity qualifies as an IPO. Accumulated Other Comprehensive Income (Loss) The following table shows a summary of changes in accumulated other comprehensive income (loss) from December 31, 2017 to December 31, 2020 (in thousands): Total Accumulated Currency Other Translation Comprehensive Adjustment Income (Loss) Balance as of December 31, 2018 $ (81) $ (81) Foreign currency translation gain 179 179 Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation gain 383 383 Balance as of December 31, 2020 $ 481 $ 481 Noncontrolling Interest As described in Note 4, prior to December 3, 2018, Resorts World was entitled to 10.4% of voting power in International, based upon their equity contributions, resulting in a noncontrolling interest for the Company (“NCI”). In addition, Resorts World was entitled to an allocation of net and comprehensive income of International based on the preferred stock’s stated dividend and liquidation rights. Since International has incurred losses since its inception, net and comprehensive losses of International were not allocated to Resorts World’s noncontrolling interest. As a result, the noncontrolling interest balance was equal to its liquidation preference of $8 million immediately prior to the transaction described below. On December 3, 2018, PlayStudios, Inc. purchased Resorts World’s entire interest in International for $2 million in cash and the issuance of 1.1 million shares of PlayStudios, Inc.’s common stock at $0.335 per share based on the most recent third-party valuation at the time of the transaction. The purchase was accounted for as an equity transaction in accordance with ASC 810, Consolidation. Accordingly, the noncontrolling interest in the consolidated subsidiary was reduced to zero, and the deemed contribution representing the excess carrying value of the noncontrolling interest over the fair value of the purchase price paid was recorded as additional paid-in capital. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
STOCK-BASED COMPENSATION | NOTE 16—STOCK-BASED COMPENSATION 2011 Omnibus Stock and Incentive Plan (the “Plan”) On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan. Through March 31, 2021, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5.9 million shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered. The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown: Three Months Ended March 31, 2021 2020 Selling and marketing $ 21 $ 24 General and administrative 383 263 Research and development 496 338 Stock-based compensation expense $ 900 $ 625 Capitalized stock-based compensation expense $ 209 $ 162 Stock Options All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the acquisition of Israel, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted-average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. During the year ended December 31, 2020, the majority of performance-based stock options were exercised, resulting in 0.1 million options outstanding as of March 31, 2021. The following is a summary of stock option activity for time-based and performance-based options during the three months ended March 31, 2021 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Average Remaining Exercise Term Aggregate No. of Options Price (in Years) Intrinsic Value Outstanding - December 31, 2020 77,640 $ 0.20 Granted 550 1.83 Exercised (3,161) 0.26 Forfeited (695) 0.36 Expired (59) 0.32 Outstanding - March 31, 2021 74,275 0.21 6.9 $ 84,448 Unvested - March 31, 2021 36,467 0.18 8.1 42,426 Exercisable - March 31, 2021 37,808 0.23 5.6 42,022 The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Three Months Ended March 31, 2021 2020 Expected term (in years) Expected volatility % 58.45 % Risk-free interest rate range 0.54%-0.60 % 0.41%-0.47 % Dividend yield 0 % 0 % Grant-date fair value $ $ As of March 31, 2021, there was approximately $9.4 million of total unrecognized compensation expense related to stock options to employees, which is expected to be recognized over a remaining average period of 2.3 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the three months ended March 31, 2021 and 2020 was $4.9 million and $0.2 million, respectively. | NOTE 14—STOCK-BASED COMPENSATION 2011 Omnibus Stock and Incentive Plan (the “Plan”) On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan. Through December 31, 2020, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5,705,118 shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered. The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown (in thousands): Year Ended December 31, 2020 2019 2018 Selling and marketing $ 94 $ 85 $ 442 General and administrative 1,044 964 7,328 Research and development 2,381 4,835 3,132 Stock-based compensation expense $ 3,519 $ 5,884 $ 10,902 Capitalized stock-based compensation $ 605 $ 912 $ 1,405 The total income tax benefit recognized from stock-based compensation expense was $0.7 million, $0.1 million and $0.2 million during the year ended December 31, 2020, 2019 and 2018, respectively. In addition, the Company recognized an income tax benefit from the conversion of incentive stock options to non-qualified stock options in the amount of $0.1 million during the year ended December 31, 2019. Stock Options All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the Acquisition mentioned in Note 7, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted- average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. There were 3.6 million performance-based stock options outstanding as of December 31, 2019. During the year ended 2020, the majority of performance-based stock options were exercised, resulting in 53,820 options outstanding as of December 31, 2020. The following is a summary of stock option activity for time-based and performance-based options for the year ended December 31, 2020 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Aggregate Average Remaining Intrinsic No. of Options Exercise Price Term (in Years) Value Outstanding - December 31, 2019 91,300 $ 0.16 Granted 7,080 0.40 Exercised (16,314) 0.06 Forfeited (3,255) 0.33 Expired (1,171) 0.19 Outstanding - December 31, 2020 77,640 0.20 7.1 $ 88,615 Unvested - December 31, 2020 39,942 0.17 8.3 46,669 Exercisable - December 31, 2020 37,698 0.23 5.8 41,946 The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Year Ended December 31, 2020 2019 2018 Expected term (in years) Expected volatility % % % Risk-free interest rate range 0.24%-0.51 % 1.54%-2.59 % 2.77%-3.13 % Dividend yield 0 % 0 % 0 % Grant-date fair value $ $ $ As of December 31, 2020, there was approximately $10.5 million of total unrecognized compensation expense related to stock options to employees. As of December 31, 2020, this cost is expected to be recognized over a remaining average period of 2.4 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the years ended December 31, 2020, 2019 and 2018 was $19.6 million, $1.2 million and $1.1 million, respectively. The income tax benefit recognized from the exercise of non-qualified stock options was $13.4 million and $0.1 million during the year ended December 31, 2020 and 2019, respectively. The income tax benefit recognized from disqualifying dispositions of incentive stock options was $0.1 million and $0.3 million during the year ended December 31, 2019 and 2018, respectively. Restricted Stock In 2018, the Company recorded $555 thousand of stock-based compensation expense in conjunction with the issuance of 1.8 million shares of restricted stock which vested immediately. There were no shares of restricted stock issued in 2020 or 2019. Repurchases and Sales of Company Stock Separate from the issuance of awards under the 2011 Omnibus Stock and Incentive Plan, the Company recorded stock-based compensation expense, net of amounts capitalized, related to repurchases and sales of common stock in which the purchase price was in excess of the fair value of such shares. Stock Repurchase During 2020, 2019 and 2018, the Company exercised its right of first refusal to repurchase shares of the common stock from its employees. The excess purchase price over the fair value of the common stock was recorded as stock-based compensation expense, net of amounts capitalized. Secondary Transactions During 2018, the Company assisted in the organization of a transaction between an economic interest holder in the entity and employees of the entity wherein the economic interest holder purchased shares of outstanding stock from employees. In the transaction, the economic interest holder paid a premium above the fair value of the shares. The excess purchase price over the fair value of common stock was recorded as compensation expense, net of amounts capitalized. The following table summarizes stock-based compensation expense related to stock repurchases and sales for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year Ended December 31, 2020 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 25 $ 25 $ — $ 25 Total $ 25 $ $ 25 Year Ended December 31, 2019 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 9,570 $ 2,881 $ 119 $ 3,000 Total $ 2,881 $ 119 $ 3,000 Year Ended December 31, 2018 Shares Expensed Capitalized Total Secondary transaction between employees and MGM 10,050 $ 6,485 $ 349 $ 6,834 Secondary transaction between employees and existing investors 6,128 2,040 190 2,230 Stock repurchase through exercise of right of first refusal 2,130 707 148 855 Total $ 9,232 $ 687 $ 9,919 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
NET INCOME PER SHARE | NOTE 17—NET INCOME PER SHARE Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common stock outstanding, including the potential dilutive securities. For the calculation of diluted net income per share, net income attributable to common stockholders is adjusted to reflect the potential effect of dilutive securities. The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Three Months Ended March 31, 2021 2020 Net income attributable to common stockholders-basic Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (4,000) (3,838) Net income attributable to common stockholders - basic $ 1,918 $ 1,654 Net income attributable to common stockholders-diluted Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (3,819) (3,763) Net income attributable to common stockholders - diluted $ 2,099 $ 1,729 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 239,946 236,367 Dilutive effect of weighted average Series A warrants 539 483 Dilutive effect of weighted average Series B warrants 1,167 715 Dilutive effect of weighted average Series C-1 warrants 1,938 936 Dilutive effect of weighted average Series C warrants 397 — Dilutive effect of weighted average stock options 61,020 25,822 Dilutive weighted average shares of common stock outstanding 305,007 264,323 Net income attributable to common stockholders per share Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their antidilutive effect: Three Months Ended March 31, 2021 2020 Series C warrants — 617 Series B warrants(2) 1,232 1,232 Stock options 885 20,053 (1) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. | NOTE 15—NET INCOME PER SHARE Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common stock outstanding, including the potential dilutive securities. For the calculation of diluted net income per share, net income attributable to common stockholders is adjusted to reflect the potential effect of dilutive securities. The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Year Ended December 31, 2020 2019 2018 Net income attributable to common stockholders-basic Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI — — 5,632 Income allocated to participating preferred stock (6,822) (7,174) (5,087) Net income attributable to common stockholders - basic $ 5,985 $ 6,440 $ 3,367 Net income attributable to common stockholders-diluted Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI(1) — — 5,632 Income allocated to participating preferred stock (6,387) (6,945) (4,977) Net income attributable to common stockholders - diluted $ 6,420 $ 6,669 $ 3,477 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 236,118,856 234,070,277 229,409,649 Dilutive effect of weighted average Series A warrants 509,959 466,040 452,308 Dilutive effect of weighted average Series B warrants 930,400 579,050 469,189 Dilutive effect of weighted average Series C-1 warrants 1,413,452 633,290 389,348 Dilutive effect of weighted average Series C warrants 142,960 — — Dilutive effect of weighted average stock options 43,951,931 19,704,926 17,459,421 Dilutive weighted average shares of common stock outstanding 283,067,558 255,453,583 248,179,915 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.01 Diluted $ 0.02 $ 0.03 $ 0.01 (1) As further discussed in Note 13, the Company purchased Resort World’s noncontrolling interest in International on December 3, 2018. The excess carrying value of the redeemed preferred stock over the fair value of the purchase price paid was treated as a deemed contribution. The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their anti-dilutive effect: Year Ended December 31, 2020 2019 2018 Series C warrants — 617,192 617,192 Series B warrants(2) 1,231,872 1,231,872 1,231,872 Stock options 340,000 27,796,684 36,020,008 (2) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
EMPLOYEE BENEFIT PLAN | NOTE 18—EMPLOYEE BENEFIT PLAN The Company offers a 401(k) retirement savings plan to eligible employees. Employee contributions are voluntary and made on a pretax basis subject to Internal Revenue Service limitations. The Company does not match any of the contributions made by its employees. | NOTE 16—EMPLOYEE BENEFIT PLAN The Company offers a 401(k) retirement savings plan to eligible employees. Employee contributions are voluntary and made on a pretax basis subject to Internal Revenue Service limitations. The Company does not match any of the contributions made by its employees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and above for the restatement, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). Pursuant to the Merger Agreement, First Merger Sub will merge with and into PlayStudios, with PlayStudios surviving such merger as a wholly owned subsidiary of the Company and immediately following the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger and a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be cancelled in exchange for the right to receive Cash Electing Share (as defined in the Merger Agreement) or New PlayStudios Class A Common Stock (as defined in the Merger Agreement). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On February 1, 2021, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors have collectively subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following the closing of the Transaction, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement. In January 2021, the Company entered into an agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, LionTree Advisors LLC and Oppenheimer & Co. Inc. (collectively, the “Placement Agents”) whereby the Placement Agents will work on behalf of the Company to secure the Pipe Investment. The agreement specifies that the fee payable to the Placement Agents will be 3% of the total securities sold by the Company plus expenses and is payable upon successful placement of the securities. In January 2021, the Company entered into two agreements with a vendor to perform due diligence, tax diligence and structuring services associated with the Merger Agreement. The agreements specify for a total payment of $400,000 in the event of a successful Business Combination, $120,000 in the event the Business Combination does not consummate and $280,000 in the event the Business Combination does not consummate but the Company receives a break-up fee. In January 2021, the Company entered an agreement with a vendor for the delivery of an opinion as to whether or not the Merger Agreement is fair to the Company from a financial point of view. The agreements specifies for a payment of $400,000 plus expenses with $150,000 due upon execution of the agreement and the remainder due upon the successful closing of the Business Combination. On February 1, 2021, the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor and each director of the Company agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 of the Company’s Class B Ordinary Shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit, for no consideration, 850,000 of the Company’s Class B Ordinary Shares held by the Sponsor and 715,000 of the Company’s Private Placement Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional of the Company’s Class B Ordinary Shares conditioned on certain redemptions of the Company’s Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any of the Company’s Class B Ordinary Shares or the Company’s Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. On February 2, 2021, the Company entered into Voting and Support Agreements (the “Company Support Agreements”), by and among the Company, PlayStudios and certain stockholders of PlayStudios (the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company shareholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class. On March 2, 2021, a lawsuit was filed in the Superior Court of California, Los Angeles County, by a purported Company stockholder in connection with the Business Combination: McCart v. Acies Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names the Company and members of our Board of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and abetting our Board of Directors’ breach of fiduciary duties against the Company. The Complaint also alleges that the registration statement on Form S-4 filed by the Company containing the proxy statement / prospectus related to the Business Combination is materially deficient and omits and/or misrepresents material information including, among other things, certain financial information, details regarding the Company’s financial advisors, and other information relating to the background of the Business Combination. The Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages. Another purported Company stockholder sent a demand letter on February 19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding the Business Combination. The Company believes the allegations made in the Complaint and Demand are without merit and intends to defend these lawsuits; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations | |
OLD PlayStudios, Inc. | |||
SUBSEQUENT EVENTS | NOTE 19—SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of this filing, the date the financial statements were available to be issued. On April 1, 2021, the Company funded $2.5 million of its note receivable from a third-party game developer. Refer to Note 10 for further details of the note receivable. In May 2021, the Company became party to a litigation matter brought by TeamSava d.o.o. Beograd (“TeamSava”) and other related parties. The plaintiffs filed a Statement of Claim in May 2021 in Tel Aviv District Court in Israel, alleging claims, among other things, that the Company breached the terms of a commercial contract relating to services provided by TeamSava and related parties in connection with the sourcing and administrative management of personnel in Serbia who provided game development services exclusively for the Company. The pending litigation seeks damages of 27.3 million New Israeli Shekels (or approximately $8.5 million based on prevailing exchange rates as of May 19, 2021). The Company believes that the claims are without merit and the Company intends to vigorously defend against them; however, there can be no assurance that the Company will be successful in the defense of this litigation. The Company’s range of possible loss could be up to 27.3 million NIS based on the claim amount of the litigation, but the Company is not able to reasonably estimate the probability or amount of loss and therefore has not made any accruals. | NOTE 17—SUBSEQUENT EVENTS The Company evaluated subsequent events through March 26, 2021, the date the financial statements were available to be issued and determined the Company has the following material subsequent events: On February 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Acies Acquisition Corp. (“Acies”), a special purpose acquisition company sponsored by an affiliate of Acies Acquisition LLC, Catalyst Merger Sub I, a Delaware corporation and a wholly-owned subsidiary of Acies (“Merger Sub I”), and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acies (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Acies, a Cayman Islands exempted company, will domesticate as a Delaware corporation (“Domestication”), (ii) following the Domestication, the Company will merge with and into Merger Sub I, with the Company surviving the merger (“First Merger”) and (iii) following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, “Business Combination”). Upon completion of the Business Combination, Acies will be named PLAYSTUDIOS, Inc. and will continue to be listed on the Nasdaq under the ticker symbol “MYPS”. The transaction is expected to close in 2021. On February 17, 2021, the Company provided $5 million in cash to Boss Fight Entertainment, Inc. (“Boss Fight”) in exchange for a Secured Promissory Note. Boss Fight is an independent game development studio that the Company had previously engaged with for the development of two games. The proceeds of this note are to be used primarily for Boss Fight’s development of another new game, as well as over-budget allocations related to the development of the existing two games. The note is secured by all intellectual property created, developed or acquired by Boss Fight in connection with the development of the new game. Interest will accrue on the principal amount of the note at a rate of 0.14% per annum. All unpaid principal and accrued interest will become due no later than December 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements (Restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | |
Net Income Per Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | Net Income (Loss) Per Share (Restated) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) | |
OLD PlayStudios, Inc. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. | |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. The Company accounts for its notes receivable at amortized cost, net of unamortized fees and costs, if any, and adjusts for any impairment losses. The Company accrues interest on notes receivable, including the accretion of unamortized fees and costs, based on the contractual life of the note using the effective interest method. The Company monitors the credit quality of its counterparties through an assessment of each party’s financial information and other relevant information which may indicate the party’s ability to perform according to the terms of the note or loan. If necessary, the Company establishes an allowance for credit losses based on historical losses, existing economic conditions, counterparty payment trends, and other reasonable and supported information relevant to the counterparty’s ability to perform according to the terms of the agreement. As a general policy, the Company does not require collateral from its counterparties, but the counterparty’s financial condition and credit worthiness are evaluated regularly. The long-term portion of notes receivable are recognized within “Other long-term assets” in the Consolidated Balance Sheets. | Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. | |
Property and Equipment, net | Property and Equipment, net The Company states property and equipment at cost, net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. | Property and Equipment, net The Company states property and equipment at cost net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. | |
Internal-Use Software | Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | |
Goodwill and Intangible Assets | Goodwill Goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3-5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year | Goodwill In accordance with Accounting Standards Update (ASU) No. 2014‑02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill, goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets’ Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3‑5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. | Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 —Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. | |
License Agreements & Minimum Guarantees | License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives | License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. | |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of virtual currency which players can use to enhance the in-game experience of the games offered by the Company. Virtual currency is sold through in-application purchases within its games which are offered on smartphones, tablets, and web-based devices. In addition, the Company also derives revenue from the placement of advertisements within its games. The Company determines revenue recognition by: m. identifying the contract, or contracts, with a customer; n. identifying the performance obligations in each contract; o. determining the transaction price; p. allocating the transaction price to the performance obligations in each contract; and q. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player ‘s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners, including but not limited to certain related parties, such as MGM Resorts International and Resorts World Inc, Ptd Ltd. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third- party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. | Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”). ASU 2014‑09 combined with all subsequent amendments, which is collectively ASC 606, Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASU 2014‑09 also required expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2019, the Company adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”) using the modified retrospective method. The Company determines revenue recognition by: a. identifying the contract, or contracts, with a customer; b. identifying the performance obligations in each contract; c. determining the transaction price; d. allocating the transaction price to the performance obligations in each contract; and e. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player’s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. | |
Cost of Revenue | Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. | Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. | |
Research and Development | Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. | Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. | |
Advertising | Advertising Advertising expense was $15.1 million and $10.4 million during the three months ended March 31, 2021 and 2020, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. | Advertising Advertising expense was $49.3 million, $53.8 million and $48.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation — Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. | Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation—Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. | Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. | |
Net Income Per Share | Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of estimated useful lives for each major class of property and equipment | Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term | Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term |
Schedule of estimated useful lives of intangible assets | Estimated Useful Life Licenses 3-5 years Trade names 5 years | Estimated Useful Life Licenses 3‑5 years Trade names 5 years |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule of related party transactions | March 31, December 31, 2021 2020 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ 20,000 Accrued liabilities | December 31, 2020 2019 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ — Accrued liabilities Year Ended December 31, 2020 2019 2018 Financial Statement Line Item Marketing Agreement $ 20,000 $ — $ — Restructuring expense Marketing Agreement $ 319 $ — $ — Cost of revenue King Agreement $ $ 7,312 $ 1,294 Net revenues |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Property and Equipment, net | March 31, 2021 December 31, 2020 Computer equipment $ 8,550 $ 8,328 Leasehold improvements 6,233 6,365 Furniture and fixtures 2,243 2,266 Construction in progress 87 90 Total property and equipment 17,113 17,049 Less: accumulated depreciation (11,426) (10,848) Total property and equipment, net $ 5,687 $ 6,201 | December 31, 2020 2019 Computer equipment $ 8,328 $ 7,176 Leasehold improvements 6,365 5,953 Furniture and fixtures 2,266 2,081 Construction in progress 90 14 Total property and equipment 17,049 15,224 Less: accumulated depreciation (10,848) (7,889) Total property and equipment, net $ 6,201 $ 7,335 |
Schedule of Property and equipment, net by region | March 31, 2021 December 31, 2020 United States $ 1,850 $ 2,098 EMEA(1) 3,282 3,436 All other countries 555 667 Total property and equipment, net $ 5,687 $ 6,201 Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. | December 31, 2020 2019 United States $ 2,098 $ 2,748 EMEA(1) 3,436 3,607 All other countries 667 980 Total property and equipment, net $ 6,201 $ 7,335 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. |
INTERNAL-USE SOFTWARE, NET (Tab
INTERNAL-USE SOFTWARE, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule Of Internal Use Software, Net [Table Text Block] | March 31, 2021 December 31, 2020 Internal-use software $ 109,106 $ 103,041 Less: accumulated amortization (69,032) (64,285) Total internal-use software, net $ 40,074 $ 38,756 | Internal-use software, net consists of the following (in thousands): December 31, 2020 2019 Internal-use software $ 103,041 $ 75,781 Less: accumulated amortization (64,285) (44,787) Total internal-use software, net $ 38,756 $ 30,994 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill and Intangible assets | March 31, 2021 December 31, 2020 Gross Net Gross Carrying Accumulated Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (550) $ 450 $ 1,000 $ (500) $ 500 Trade names 1,240 (1,178) 62 1,240 (1,116) 124 2,240 (1,728) 512 2,240 (1,616) 624 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,728) $ 1,512 $ 3,240 $ (1,616) $ 1,624 | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill (in thousands): December 31, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (500) $ 500 $ 3,500 $ (2,550) $ 950 Trade names 1,240 (1,116) 124 1,240 (868) 372 2,240 (1,616) 624 4,740 (3,418) 1,322 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,616) $ 1,624 $ 5,740 $ (3,418) $ 2,322 |
Schedule of Estimated annual amortization expense | Projected Amortization Year Ending December 31, Expense Remainder of 2021 $ 212 2022 200 2023 100 2024 — 2025 — Total $ 512 | As of December 31, 2020, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows (in thousands): Projected Amortization Year Ending December 31, Expense 2021 $ 324 2022 200 2023 100 2024 — 2025 — Total $ 624 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule of accrued liabilities | March 31, 2021 December 31, 2020 MGM profit share buyout $ 20,000 $ 20,000 Accrued payroll and vacation 5,847 4,860 Accrued liability to fund note receivable 2,500 — Other accruals 4,265 4,229 Total accrued liabilities $ 32,612 $ 29,089 | Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 MGM Profit Share Buyout $ 20,000 $ — Accrued payroll and vacation 4,860 2,915 Accrued royalties 100 1,389 Other accruals 2,657 1,013 Accrued advertising 534 297 Income taxes payable 655 707 Accrued property and equipment 283 196 Total accrued liabilities $ 29,089 $ 6,517 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of disaggregated revenue | Three Months Ended March 31, 2021 2020 Virtual currency (over time)(1) $ 73,226 $ 58,168 Advertising (point in time) 871 134 Total net revenue $ 74,097 $ 58,302 (1) Virtual currency revenue is recognized over the estimated consumption period. | The following table summarizes the Company’s revenue disaggregated by type: Year Ended December 31, 2020 2019 2018 Virtual currency (over time)(1) $ 268,137 $ 231,726 $ 193,849 Advertising (point in time) 1,745 383 356 Other (over time)(2) — 7,312 1,294 Total net revenue $ 269,882 $ 239,421 $ 195,499 (1) Virtual currency revenue is recognized over the estimated consumption period. (2) Amounts classified as Other primarily represent the release of deferred revenue under the King Agreement. The following table summarizes the Company’s revenue disaggregated by geography: Year Ended December 31, 2020 2019 2018 United States $ 228,568 $ 200,418 $ 162,135 All other countries 41,314 39,003 33,364 Total net revenue $ 269,882 $ 239,421 $ 195,499 |
Schedule of receivables and contract liabilities from contracts with customers | Three Months Ended March 31, 2021 2020 United States $ 64,074 $ 49,152 All other countries 10,023 9,150 Total net revenue $ 74,097 $ 58,302 | The following table provides information about receivables and contract liabilities from contracts with customers (in thousands): December 31, 2020 2019 Contract receivables, included in Receivables $ 16,616 $ 14,249 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - OLD PlayStudios, Inc. | 12 Months Ended |
Dec. 31, 2020 | |
Summary of income before income taxes | Income before income taxes by tax jurisdiction consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 8,738 $ 11,164 $ 4,696 Foreign 2,398 6,425 1,090 Total $ 11,136 $ 17,589 $ 5,786 |
Summary of provision for current and deferred income taxes | Provision for current and deferred income taxes consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current tax expense: Federal $ 945 $ 241 $ 708 State 297 720 90 Foreign 791 665 259 2,033 1,626 1,057 Deferred tax expense (benefit): Federal (3,045) 1,997 1,527 State (748) 55 (322) Foreign 89 297 702 (3,704) 2,349 1,907 Income tax expense (benefit) $ (1,671) $ 3,975 $ 2,964 |
Summary of difference between the actual rate and the federal statutory rate | The difference between the actual rate and the federal statutory rate was as follows: Year Ended December 31, 2020 2019 2018 Statutory rate 21.0 % 21.0 % 21.0 % Foreign provision (0.3) (6.5) 10.2 State/province income tax 0.1 5.6 5.6 Stock compensation (19.2) 7.5 40.1 Other effects of check-the-box election (6.2) 0.2 — Research credit (11.5) (5.9) (24.1) Adjustment to carrying value (4.0) (0.3) (0.9) Foreign tax credit (9.1) (0.7) — Valuation allowance 9.0 — — Foreign-derived intangible income deduction (FDII) (2.7) (1.1) (3.4) Non-deductible expenses-other 2.4 2.0 3.6 Foreign branch income 4.5 1.0 — Other 1.0 (0.2) (0.9) Effective tax rate (15.0) % 22.6 % 51.2 % |
Summary of deferred tax assets and liabilities | Deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred tax assets: Tax credits $ 6,882 $ 3,856 Accrued liabilities 5,576 486 Stock compensation 1,457 365 Intangibles — 40 Deferred rent 74 78 Other 276 234 Total gross deferred tax assets 14,265 5,059 December 31, 2020 2019 Less: Valuation allowance (1,002) — Total deferred tax asset 13,263 5,059 Deferred tax liabilities: Intangibles 185 — Property and equipment 12,457 8,123 Prepaid taxes 482 365 Total deferred tax liabilities 13,124 8,488 Deferred tax asset (liability), net $ 139 $ (3,429) |
Summary of reconciliation of the total amounts of deferred tax asset valuation allowance | The following is a tabular reconciliation of the total amounts of deferred tax asset valuation allowance (in thousands): December 31, 2020 2019 Balance at beginning of period $ — $ — Charged to provision for income taxes 1,002 — Other — — Balance at end of period $ 1,002 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of minimum guarantee liability | The following are the Company’s total minimum guaranteed obligations as of the years ended: March 31, December 31, 2021 2020 Accrued royalties(1) $ 150 $ 100 Minimum guarantee liability 250 300 Total minimum guarantee obligations $ 400 $ 400 Weighted-average remaining term (in years) 2.25 2.50 Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. | The following are the Company’s total minimum guaranteed obligations as of the years ended (in thousands): December 31, 2020 2019 Accrued royalties(1) $ 100 $ 1,100 Minimum guarantee liability 300 500 Total minimum guarantee obligations $ 400 $ 1,600 Weighted-average remaining term (in years) 2.50 3.53 (1) Accrued royalties are included within the Accrued liabilities line item on the consolidated balance sheet. |
Schedule of expected future payments of minimum guarantee obligations | The following are the Company’s remaining expected future payments of minimum guarantee obligations as of March 31, 2021: Minimum Guarantee Year Ending December 31, Obligations Remainder of 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 | The following are the Company’s remaining expected future payments of minimum guarantee obligations as of December 31, 2020 (in thousands): Minimum Guarantee Year Ending December 31, Obligations 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 |
Schedule of future minimum lease payments under the non-cancelable operating leases | The Company’s future minimum rental commitments as of March 31, 2021, are as follows: Minimum Rental Year Ending December 31, Commitments Remainder of 2021 $ 3,474 2022 3,172 2023 1,143 2024 429 2025 — Total $ 8,218 | The Company’s future minimum rental commitments as of December 31, 2020, are as follows (in thousands): Minimum Rental Year Ending December 31, Commitments 2021 $ 4,667 2022 3,221 2023 1,160 2024 430 2025 — Total $ 9,478 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of preferred stock | As of March 31, 2021 and December 31, 2020, the Company’s preferred stock consisted of: Annual Noncumulative Liquidation Conversion Dividend Shares Price Price Rights Series Outstanding Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 | As of December 31, 2020 and 2019, the Company’s preferred stock consisted of: Annual Shares Noncumulative Outstanding Liquidation Conversion Price Dividend Rights Series (In Thousands) Price Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 |
Schedule of number of warrants outstanding and exercise price | As of March 31, 2021 and December 31, 2020, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Exercise Warrant Series Outstanding Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 | The number of warrants outstanding and exercise price of each series are as follows: Warrants Outstanding Warrant Series (In Thousands) Exercise Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 |
Schedule of changes in accumulated other comprehensive income (loss) | The following table shows a summary of changes in accumulated other comprehensive income from December 31, 2019 to March 31, 2020 and December 31, 2020 to March 31, 2021: Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (296) (296) Balance as of March 31, 2021 $ 185 $ 185 Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation (55) (55) Balance as of March 31, 2020 $ 43 $ 43 | The following table shows a summary of changes in accumulated other comprehensive income (loss) from December 31, 2017 to December 31, 2020 (in thousands): Total Accumulated Currency Other Translation Comprehensive Adjustment Income (Loss) Balance as of December 31, 2018 $ (81) $ (81) Foreign currency translation gain 179 179 Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation gain 383 383 Balance as of December 31, 2020 $ 481 $ 481 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of stock-based compensation expense recorded in income from operations | The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown: Three Months Ended March 31, 2021 2020 Selling and marketing $ 21 $ 24 General and administrative 383 263 Research and development 496 338 Stock-based compensation expense $ 900 $ 625 Capitalized stock-based compensation expense $ 209 $ 162 | The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown (in thousands): Year Ended December 31, 2020 2019 2018 Selling and marketing $ 94 $ 85 $ 442 General and administrative 1,044 964 7,328 Research and development 2,381 4,835 3,132 Stock-based compensation expense $ 3,519 $ 5,884 $ 10,902 Capitalized stock-based compensation $ 605 $ 912 $ 1,405 |
Summary of stock option activity for time-based and performance-based options | The following is a summary of stock option activity for time-based and performance-based options during the three months ended March 31, 2021 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Average Remaining Exercise Term Aggregate No. of Options Price (in Years) Intrinsic Value Outstanding - December 31, 2020 77,640 $ 0.20 Granted 550 1.83 Exercised (3,161) 0.26 Forfeited (695) 0.36 Expired (59) 0.32 Outstanding - March 31, 2021 74,275 0.21 6.9 $ 84,448 Unvested - March 31, 2021 36,467 0.18 8.1 42,426 Exercisable - March 31, 2021 37,808 0.23 5.6 42,022 | The following is a summary of stock option activity for time-based and performance-based options for the year ended December 31, 2020 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Aggregate Average Remaining Intrinsic No. of Options Exercise Price Term (in Years) Value Outstanding - December 31, 2019 91,300 $ 0.16 Granted 7,080 0.40 Exercised (16,314) 0.06 Forfeited (3,255) 0.33 Expired (1,171) 0.19 Outstanding - December 31, 2020 77,640 0.20 7.1 $ 88,615 Unvested - December 31, 2020 39,942 0.17 8.3 46,669 Exercisable - December 31, 2020 37,698 0.23 5.8 41,946 |
Summary of weighted-average assumptions used to estimate fair value of stock options granted | The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Three Months Ended March 31, 2021 2020 Expected term (in years) Expected volatility % 58.45 % Risk-free interest rate range 0.54%-0.60 % 0.41%-0.47 % Dividend yield 0 % 0 % Grant-date fair value $ $ | The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Year Ended December 31, 2020 2019 2018 Expected term (in years) Expected volatility % % % Risk-free interest rate range 0.24%-0.51 % 1.54%-2.59 % 2.77%-3.13 % Dividend yield 0 % 0 % 0 % Grant-date fair value $ $ $ |
Summary of stock-based compensation expense related to stock repurchases and sales | The following table summarizes stock-based compensation expense related to stock repurchases and sales for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year Ended December 31, 2020 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 25 $ 25 $ — $ 25 Total $ 25 $ $ 25 Year Ended December 31, 2019 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 9,570 $ 2,881 $ 119 $ 3,000 Total $ 2,881 $ 119 $ 3,000 Year Ended December 31, 2018 Shares Expensed Capitalized Total Secondary transaction between employees and MGM 10,050 $ 6,485 $ 349 $ 6,834 Secondary transaction between employees and existing investors 6,128 2,040 190 2,230 Stock repurchase through exercise of right of first refusal 2,130 707 148 855 Total $ 9,232 $ 687 $ 9,919 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of computation of basic and diluted net income attributable to common stockholders | Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) | |
OLD PlayStudios, Inc. | |||
Schedule of computation of basic and diluted net income attributable to common stockholders | The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Three Months Ended March 31, 2021 2020 Net income attributable to common stockholders-basic Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (4,000) (3,838) Net income attributable to common stockholders - basic $ 1,918 $ 1,654 Net income attributable to common stockholders-diluted Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (3,819) (3,763) Net income attributable to common stockholders - diluted $ 2,099 $ 1,729 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 239,946 236,367 Dilutive effect of weighted average Series A warrants 539 483 Dilutive effect of weighted average Series B warrants 1,167 715 Dilutive effect of weighted average Series C-1 warrants 1,938 936 Dilutive effect of weighted average Series C warrants 397 — Dilutive effect of weighted average stock options 61,020 25,822 Dilutive weighted average shares of common stock outstanding 305,007 264,323 Net income attributable to common stockholders per share Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 | The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Year Ended December 31, 2020 2019 2018 Net income attributable to common stockholders-basic Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI — — 5,632 Income allocated to participating preferred stock (6,822) (7,174) (5,087) Net income attributable to common stockholders - basic $ 5,985 $ 6,440 $ 3,367 Net income attributable to common stockholders-diluted Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI(1) — — 5,632 Income allocated to participating preferred stock (6,387) (6,945) (4,977) Net income attributable to common stockholders - diluted $ 6,420 $ 6,669 $ 3,477 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 236,118,856 234,070,277 229,409,649 Dilutive effect of weighted average Series A warrants 509,959 466,040 452,308 Dilutive effect of weighted average Series B warrants 930,400 579,050 469,189 Dilutive effect of weighted average Series C-1 warrants 1,413,452 633,290 389,348 Dilutive effect of weighted average Series C warrants 142,960 — — Dilutive effect of weighted average stock options 43,951,931 19,704,926 17,459,421 Dilutive weighted average shares of common stock outstanding 283,067,558 255,453,583 248,179,915 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.01 Diluted $ 0.02 $ 0.03 $ 0.01 (1) As further discussed in Note 13, the Company purchased Resort World’s noncontrolling interest in International on December 3, 2018. The excess carrying value of the redeemed preferred stock over the fair value of the purchase price paid was treated as a deemed contribution. | |
Schedule of anti-dilutive securities | The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their antidilutive effect: Three Months Ended March 31, 2021 2020 Series C warrants — 617 Series B warrants(2) 1,232 1,232 Stock options 885 20,053 A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. | Year Ended December 31, 2020 2019 2018 Series C warrants — 617,192 617,192 Series B warrants(2) 1,231,872 1,231,872 1,231,872 Stock options 340,000 27,796,684 36,020,008 (2) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 7 years | 7 years |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 10 years | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | 5 years |
Minimum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Maximum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - OLD PlayStudios, Inc. - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Line Items] | |||||
Advertising expense | $ 15.1 | $ 10.4 | $ 49.3 | $ 53.8 | $ 48.3 |
Maximum | |||||
Accounting Policies [Line Items] | |||||
Credit Period | 60 days | 60 days | |||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Credit Period | 45 days | 45 days |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | |
Marketing Agreement | Restructuring expense | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 20,000 | |||
Marketing Agreement | Cost of revenue | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction cost | 319 | |||
King Agreement | Net revenues | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction revenue | $ 7,312 | $ 1,294 | ||
Intangibles, net | Marketing Agreement | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 1,000 | $ 1,000 | $ 1,000 | |
Accrued liabilities | Marketing Agreement | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 20,000 | $ 20,000 | ||
Due to related parties | $ 20,000 |
RELATED-PARTY TRANSACTIONS - Ad
RELATED-PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Oct. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2016 | Dec. 31, 2015 | Apr. 30, 2011 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||||||||||
Common stock outstanding | 3,574,009 | 2,949,428 | |||||||||
Preferred stock outstanding | 0 | 0 | |||||||||
OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock outstanding | 238,186,070 | 225,490,157 | 241,347 | ||||||||
Preferred stock outstanding | 162,595,680 | 162,595,680 | 162,596,000 | ||||||||
Profit share expense | $ 600,000 | ||||||||||
One time termination amount | 20,000,000 | ||||||||||
Outstanding deferred revenue | $ 20,000,000 | ||||||||||
OLD PlayStudios, Inc. | Restructuring expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
One time termination amount | $ 300,000 | ||||||||||
MGM | OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock outstanding | 30,200,000 | 30,200,000 | 30,200,000 | ||||||||
Preferred stock outstanding | 32,600,000 | 32,600,000 | 32,600,000 | ||||||||
Activision Publishing, Inc | OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Preferred stock outstanding | 64,000,000 | 64,000,000 | |||||||||
Marketing Agreement | OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Profit share expense | $ 300,000 | $ 0 | $ 0 | ||||||||
One time termination amount | $ 300,000 | ||||||||||
Marketing Agreement | MGM | OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock issued for use of intellectual property | 19,200,000 | ||||||||||
Number of shares issued based on outstanding stock | 10.00% | ||||||||||
One time payment to related party | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||
Threshold Period for one time payment to related party | 2 years | 2 years | |||||||||
Related party transaction minimum amount agreed for participate in PIPE Investment | $ 20,000,000 | ||||||||||
Related party transaction minimum amount of gross proceeds received | $ 50,000,000 | ||||||||||
King Agreement | OLD PlayStudios, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Outstanding deferred revenue | $ 7,400,000 | ||||||||||
Resorts World Inc, Pte Ltd | OLD PlayStudios, Inc. | International | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock outstanding | 1,100,000 | 1,100,000 | |||||||||
Number of shares issued | 5,333,333 | 5,333,333 | |||||||||
Amount of shares issued | $ 8,000,000 | $ 8,000,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 17,113 | $ 17,049 | $ 15,224 | ||
Less: accumulated depreciation | (11,426) | (10,848) | (7,889) | ||
Total property and equipment, net | 5,687 | 6,201 | 7,335 | ||
Depreciation expense | 700 | $ 700 | 2,800 | 2,600 | $ 1,900 |
Impairment charges or write offs | 0 | $ 0 | 0 | 0 | $ 0 |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 8,550 | 8,328 | 7,176 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 6,233 | 6,365 | 5,953 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,243 | 2,266 | 2,081 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 87 | $ 90 | $ 14 |
PROPERTY AND EQUIPMENT, NET - R
PROPERTY AND EQUIPMENT, NET - Region wise (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 5,687 | $ 6,201 | $ 7,335 |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 1,850 | 2,098 | 2,748 |
EMEA(1) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 3,282 | 3,436 | 3,607 |
All other countries | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 555 | $ 667 | $ 980 |
INTERNAL-USE SOFTWARE, NET (Det
INTERNAL-USE SOFTWARE, NET (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Internal-use software | $ 109,106 | $ 103,041 | $ 75,781 | ||
Less: accumulated amortization | (69,032) | (64,285) | (44,787) | ||
Total internal-use software, net | 40,074 | 38,756 | 30,994 | ||
Capitalized internal-use software development costs | 6,900 | $ 5,900 | 25,800 | 21,900 | $ 22,200 |
Amortization expense associated with its capitalized internal-use software development costs | 5,200 | 4,300 | 18,700 | 21,100 | 13,100 |
Accelerated amortization | 4,700 | ||||
Loss on disposal | 1,300 | ||||
Termination fee | 2,000 | ||||
Impairment of internal sue software | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Intangible assets(Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 5,059 | $ 5,059 | $ 5,059 | ||
Goodwill impairment charges | 0 | 0 | 0 | $ 0 | |
Gross Carrying Amount | 2,240 | 2,240 | 4,740 | ||
Accumulated Amortization | 1,728 | (1,616) | (3,418) | ||
Net Carrying Amount | 512 | 624 | 1,322 | ||
Gross Carrying Amount, intangible assets | 3,240 | 3,240 | 5,740 | ||
Total intangible assets | $ 1,512 | $ 1,624 | 2,322 | ||
Weighted-average period before renewal | 3 months 18 days | 6 months 15 days | |||
Amortization of intangible assets | $ 100 | $ 400 | $ 700 | 1,400 | 1,200 |
Impairment of intangible assets | 0 | 0 | 0 | $ 0 | |
Marketing Agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,000 | 1,000 | 1,000 | ||
Net Carrying Amount | 1,000 | 1,000 | 1,000 | ||
Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,000 | 1,000 | 3,500 | ||
Accumulated Amortization | 550 | (500) | (2,550) | ||
Net Carrying Amount | 450 | 500 | 950 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,240 | 1,240 | 1,240 | ||
Accumulated Amortization | 1,178 | (1,116) | (868) | ||
Net Carrying Amount | $ 62 | 124 | 372 | ||
Scene 53, Limited | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 5,100 | $ 5,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Annual amortization(Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 200 | $ 324 | |
2022 | 100 | 200 | |
2023 | 100 | ||
2024 | 0 | ||
2025 | 0 | ||
Total | $ 512 | $ 624 | $ 1,322 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Oct. 31, 2020 | Oct. 30, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Line Items] | ||||||
Total accrued liabilities | $ 65,519 | $ 6,150 | ||||
OLD PlayStudios, Inc. | ||||||
Accrued Liabilities [Line Items] | ||||||
MGM Profit Share Buyout | 20,000,000 | 20,000,000 | ||||
Accrued payroll and vacation | 5,847,000 | 4,860,000 | $ 2,915,000 | |||
Accrued royalties | 100,000 | 1,389,000 | ||||
Other accruals | 2,657,000 | 1,013,000 | ||||
Accrued advertising | 534,000 | 297,000 | ||||
Income taxes payable | 655,000 | 707,000 | ||||
Accrued property and equipment | 283,000 | 196,000 | ||||
Total accrued liabilities | $ 32,612,000 | $ 29,089,000 | $ 6,517,000 | |||
OLD PlayStudios, Inc. | MGM | Marketing Agreement | ||||||
Accrued Liabilities [Line Items] | ||||||
One time payment to related party | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||
Threshold Period for one time payment to related party | 2 years | 2 years |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 74,097 | $ 58,302 | $ 269,882 | $ 239,421 | $ 195,499 |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 64,074 | 49,152 | 228,568 | 200,418 | 162,135 |
All other countries | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 10,023 | 9,150 | 41,314 | 39,003 | 33,364 |
Virtual currency | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 73,226 | 58,168 | 268,137 | 231,726 | 193,849 |
Advertising | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 871 | $ 134 | $ 1,745 | 383 | 356 |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 7,312 | $ 1,294 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Balances (Details) - OLD PlayStudios, Inc. - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Contract receivables, included in Receivables | $ 16,616,000 | $ 14,249,000 | |
Contract assets | 0 | 0 | |
Deferred revenue | 20,000,000 | ||
Virtual currency | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 0 | $ 0 | $ 0 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Deferred Revenue (Details) - OLD PlayStudios, Inc. - King Agreement - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Amount Remitted for liquidation value of hardware | $ 67 | ||
Deferred revenue recognized | $ 7,300 | $ 1,300 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS - Concentration of Credit Risk (Details) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Additional counterparties risk percentage | 10.00% | 10.00% | |
Trade receivables | Apple, Inc | Customer concentration | |||
Concentration Risk [Line Items] | |||
Concentration risk | 60.60% | 48.90% | 46.00% |
Trade receivables | Google, Inc | Customer concentration | |||
Concentration Risk [Line Items] | |||
Concentration risk | 32.40% | 42.70% | 43.00% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - OLD PlayStudios, Inc. - Revolving credit facility $ in Millions | Mar. 27, 2020USD ($) |
Debt Instrument [Line Items] | |
Maximum amount of line of credit | $ 3 |
Minimum liquidity amount | $ 7.5 |
Maximum Total Leverage Ratio | 2.25 |
Convertible ratio | 4 |
Capitalization of debt issuance cost | $ 0.2 |
LIBOR | |
Debt Instrument [Line Items] | |
LIBOR floor | 0.00% |
LIBOR | Maximum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.75% |
LIBOR | Minimum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.25% |
Prime Rate | |
Debt Instrument [Line Items] | |
LIBOR floor | 3.25% |
Prime Rate | Maximum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 0.75% |
Prime Rate | Minimum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 0.25% |
INCOME TAXES - Income Before In
INCOME TAXES - Income Before Income Taxes (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
United States | $ 8,738 | $ 11,164 | $ 4,696 |
Foreign | 2,398 | 6,425 | 1,090 |
Total | $ 11,136 | $ 17,589 | $ 5,786 |
INCOME TAXES - Provision for Cu
INCOME TAXES - Provision for Current and Deferred Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax expense (benefit): | |||||
Income tax expense (benefit) | $ 0 | ||||
OLD PlayStudios, Inc. | |||||
Current tax expense: | |||||
Federal | $ 945,000 | $ 241,000 | $ 708,000 | ||
State | 297,000 | 720,000 | 90,000 | ||
Foreign | 791,000 | 665,000 | 259,000 | ||
Total current income tax expense | 2,033,000 | 1,626,000 | 1,057,000 | ||
Deferred tax expense (benefit): | |||||
Federal | (3,045,000) | 1,997,000 | 1,527,000 | ||
State | (748,000) | 55,000 | (322,000) | ||
Foreign | 89,000 | 297,000 | 702,000 | ||
Total deferred income tax expense (benefit) | (110,000) | $ (828,000) | (3,704,000) | 2,349,000 | 1,907,000 |
Income tax expense (benefit) | $ 1,348,000 | $ 435,000 | $ (1,671,000) | $ 3,975,000 | $ 2,964,000 |
INCOME TAXES - Difference betwe
INCOME TAXES - Difference between actual rate and federal statutory rate (Details) - OLD PlayStudios, Inc. | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statutory rate | 21.00% | 21.00% | 21.00% |
Foreign provision | (0.30%) | (6.50%) | 10.20% |
State/province income tax | 0.10% | 5.60% | 5.60% |
Stock compensation | (19.20%) | 7.50% | 40.10% |
Other effects of check-the-box election | (6.20%) | 0.20% | 0.00% |
Research credit | (11.50%) | (5.90%) | (24.10%) |
Adjustment to carrying value | (4.00%) | (0.30%) | (0.90%) |
Foreign tax credit | (9.10%) | (0.70%) | (0.00%) |
Valuation allowance | 9.00% | 0.00% | 0.00% |
Foreign-derived intangible income deduction (FDII) | (2.70%) | (1.10%) | (3.40%) |
Non-deductible expenses-other | 2.40% | 2.00% | 3.60% |
Foreign branch income | 4.50% | 1.00% | 0.00% |
Other | 1.00% | (0.20%) | (0.90%) |
Effective tax rate | (15.00%) | 22.60% | 51.20% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Tax credits | $ 6,882 | $ 3,856 | |
Accrued liabilities | 5,576 | 486 | |
Stock compensation | 1,457 | 365 | |
Intangibles | 0 | 40 | |
Deferred rent | 74 | 78 | |
Other | 276 | 234 | |
Total gross deferred tax assets | 14,265 | 5,059 | |
Less: Valuation allowance | (1,002) | 0 | $ 0 |
Total deferred tax asset | 13,263 | 5,059 | |
Deferred tax liabilities: | |||
Intangibles | 185 | 0 | |
Property and equipment | 12,457 | 8,123 | |
Prepaid taxes | 482 | 365 | |
Total deferred tax liabilities | 13,124 | 8,488 | |
Deferred tax asset, net | $ 139 | ||
Deferred tax (liability), net | $ (3,429) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||
Valuation allowance related to the foreign tax credit deferred tax asset | $ 1,002 | $ 0 | $ 0 |
Research tax credits | California | |||
Tax Credit Carryforward [Line Items] | |||
Credit carryforwards carried forward indefinitely | 2,900 | ||
Research tax credits | Texas | |||
Tax Credit Carryforward [Line Items] | |||
Credit carryforwards carried forward for limited years | $ 500 | ||
Credit carryforward, limitation period (in years) | 20 years | ||
Foreign tax credits | |||
Tax Credit Carryforward [Line Items] | |||
Credit carryforward, limitation period (in years) | 10 years | ||
Deferred tax assets related to foreign tax credits | $ 3,400 | ||
Foreign tax credit related to the deferred tax asset | 800 | ||
Valuation allowance related to the foreign tax credit deferred tax asset | 1,000 | ||
Foreign tax credits | Asia and Israel | |||
Tax Credit Carryforward [Line Items] | |||
Deferred tax assets related to foreign tax credits | $ 2,600 |
INCOME TAXES - Recconciliation
INCOME TAXES - Recconciliation of total amount of deferred tax asset valuation allowance (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance at beginning of period | $ 0 | $ 0 |
Charged to provision for income taxes | 1,002 | 0 |
Other | 0 | 0 |
Balance at end of period | $ 1,002 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Minimum Guarantee Liability (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Accrued royalties | $ 150 | [1] | $ 100 | [1] | $ 1,100 |
Minimum guarantee liability | 250 | 300 | 500 | ||
Total minimum guarantee obligations | $ 400 | $ 400 | $ 1,600 | ||
Weighted-average remaining term (in years) | 2 years 3 months | 2 years 6 months | 3 years 6 months 11 days | ||
[1] | Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Minimum Guarantee Obligations (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Minimum | ||
Other Commitments [Line Items] | ||
Lease renewal term | 2 years | |
Maximum | ||
Other Commitments [Line Items] | ||
Lease renewal term | 5 years | |
Minimum guaranteed obligation | ||
Other Commitments [Line Items] | ||
2021 | $ 200 | $ 200 |
2022 | 200 | 200 |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Total | $ 400 | $ 400 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Leases (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
2021 | $ 3,474 | $ 4,667 | |||
2022 | 3,172 | 3,221 | |||
2023 | 1,143 | 1,160 | |||
2024 | 429 | 430 | |||
2025 | 0 | ||||
Total | 8,218 | 9,478 | |||
Rent Expense | $ 1,200 | $ 1,100 | $ 4,700 | $ 4,300 | $ 3,800 |
STOCKHOLDERS' EQUITY - Forward
STOCKHOLDERS' EQUITY - Forward Stock Split (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Forward stock split ratio | 1 | |
OLD PlayStudios, Inc. | ||
Forward stock split ratio | 2 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||
Mar. 31, 2021Voteshares | Dec. 31, 2020shares | Dec. 31, 2020Voteshares | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Common Stock, Shares, Issued | 2,949,428 | 3,574,009 | 3,574,009 | ||
Common Stock, Shares, Outstanding | 2,949,428 | 3,574,009 | 3,574,009 | ||
Repurchase of shares | 11,711,667 | 11,711,667 | |||
OLD PlayStudios, Inc. | |||||
Common stock, shares authorized | 506,000,000 | 506,000,000 | 506,000,000 | 506,000,000 | |
Common Stock, Shares, Issued | 241,347 | 238,186,070 | 238,186,070 | 225,490,157 | |
Common Stock, Shares, Outstanding | 241,347 | 238,186,070 | 238,186,070 | 225,490,157 | |
Common Stock, Vote Per Share | Vote | 1 | 1 | |||
Repurchase of shares | 3,600,000 | 9,600,000 | 2,100,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
OLD PlayStudios, Inc. | |||
Class of Stock [Line Items] | |||
Raised capital contributions | $ 33,700,000 | ||
Preferred stock, shares outstanding | 162,596,000 | 162,595,680 | 162,595,680 |
Dividends declared or paid | $ 0 | $ 0 | |
Minimum aggregate paid purchase price | $ 500,000 | $ 500,000 | |
Automatic conversion, sale of stock, offering price per share | $ 1.22 | $ 1.22 | |
Automatic conversion, sale of stock, minimum proceeds' | $ 25,000,000 | $ 25,000,000 | |
OLD PlayStudios, Inc. | Series A | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 80,800,000 | 80,800,000 | |
Liquidation Price Per Share | $ 0.06 | $ 0.06 | |
Conversion Price Per Share | 0.06 | 0.06 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.01 | $ 0.01 | |
OLD PlayStudios, Inc. | Series B | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 41,348,000 | 41,348,000 | |
Liquidation Price Per Share | $ 0.21 | $ 0.21 | |
Conversion Price Per Share | 0.21 | 0.21 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.02 | $ 0.02 | |
OLD PlayStudios, Inc. | Series C-1 | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 13,556,000 | ||
Liquidation Price Per Share | $ 0.27 | ||
Conversion Price Per Share | 0.27 | ||
Annual Noncumulative Dividend Rights Per Share | $ 0.02 | ||
OLD PlayStudios, Inc. | Series C | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 26,892,000 | 26,892,000 | |
Liquidation Price Per Share | $ 0.61 | $ 0.61 | |
Conversion Price Per Share | 0.61 | 0.61 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.05 | $ 0.05 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants to Purchase Preferred Stock (Details) - OLD PlayStudios, Inc. $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020$ / shares | |
Class of Warrant or Right [Line Items] | ||||
Number of shares to be purchased for one warrant | 1 | |||
Conversion ratio | 1 | 1 | ||
Warrants Outstanding | 6,042,000 | 6,042,000 | 6,000,000 | |
Exercise Price | $ / shares | $ 0 | $ 0 | ||
Warrants exercisable | 1,300,000 | 1,300,000 | ||
Weighted-average exercise price of all warrants | $ / shares | $ 0.26 | $ 0.26 | $ 0.26 | |
Weighted-average remaining contractual term of the warrants | 3 years | 3 years 3 months 18 days | ||
Aggregate intrinsic value | $ | $ 8.3 | $ 6.6 | $ 2.6 | |
Series A | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 560,000 | |||
Exercise Price | $ / shares | $ 0.06 | |||
Series B | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 2,563,000 | 2,563,000 | ||
Exercise Price | $ / shares | $ 0.21 | $ 0.21 | ||
Warrants exercisable | 2,600,000 | |||
Series C-1 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 2,302,000 | 2,302,000 | ||
Exercise Price | $ / shares | $ 0.27 | $ 0.27 | ||
Series C | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 617,000 | 617,000 | ||
Exercise Price | $ / shares | $ 0.61 | $ 0.61 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance as of beginning | $ 481 | $ 98 | $ 98 | $ (81) |
Foreign currency translation gain | (296) | (55) | 383 | 179 |
Balance as of ending | 185 | 43 | 481 | 98 |
Currency Translation Adjustment | ||||
Balance as of beginning | 481 | 98 | 98 | (81) |
Foreign currency translation gain | (296) | (55) | 383 | 179 |
Balance as of ending | $ 185 | $ 43 | $ 481 | $ 98 |
STOCKHOLDERS' EQUITY - Noncontr
STOCKHOLDERS' EQUITY - Noncontrolling Interest (Details) - OLD PlayStudios, Inc. - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 03, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liquidation value | $ 33,750 | $ 33,750 | $ 33,750 | ||
Resorts World Inc, Pte Ltd | |||||
Percentage of interest | 10.40% | ||||
Liquidation value | $ 8,000 | ||||
International | Resorts World Inc, Pte Ltd | |||||
Purchase of interest in cash | $ 2,000 | ||||
Purchase of interest in shares | 1.1 | ||||
Purchase of interest in shares, share price per share | $ 0.335 |
STOCK-BASED COMPENSATION - 2011
STOCK-BASED COMPENSATION - 2011 Omnibus Stock and Incentive Plan (Details) - OLD PlayStudios, Inc. - Plan - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for awards | 149,150,000 | 149,150,000 | ||
Number of shares still available for award | 5,705,118 | 5,900,000 | ||
Income tax benefit recognized from stock-based compensation expense | $ 0.7 | $ 0.1 | $ 0.2 | |
Income tax benefit from the conversion of incentive stock options to non-qualified stock options | $ 0.1 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based Compensation Expense Recorded In Income From Operations (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 25 | $ 2,881 | $ 9,232 | ||
Capitalized stock-based compensation | 0 | 119 | 687 | ||
Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 900 | $ 625 | 3,519 | 5,884 | 10,902 |
Capitalized stock-based compensation | 209 | 162 | 605 | 912 | 1,405 |
Plan | Selling and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 21 | 24 | 94 | 85 | 442 |
Plan | General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 383 | 263 | 1,044 | 964 | 7,328 |
Plan | Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 496 | $ 338 | $ 2,381 | $ 4,835 | $ 3,132 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock Option (Details) - OLD PlayStudios, Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded options | 550,000 | |||||
Options outstanding | 74,275,000 | 77,640,000 | ||||
Total unrecognized compensation expense related to stock options to employees | $ 9,400 | |||||
Cost is expected to be recognized over remaining average period | 2 years 3 months 18 days | |||||
Total intrinsic value of stock options exercised | $ 4,900 | $ 200 | ||||
Stock options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum term (in years) | 10 years | 10 years | ||||
Awarded options | 7,080 | 4,200,000 | ||||
Weighted- average grant-date fair value | $ 0.24 | |||||
Options outstanding | 100,000 | 77,640 | 91,300 | |||
Total unrecognized compensation expense related to stock options to employees | $ 10,500 | |||||
Cost is expected to be recognized over remaining average period | 2 years 4 months 24 days | |||||
Total intrinsic value of stock options exercised | $ 19,600 | $ 1,200 | $ 1,100 | |||
Stock options | Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 3 years | 3 years | ||||
Stock options | Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | 4 years | ||||
Restricted Stock | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation expense related to stock options to employees | $ 555 | |||||
Issuance of shares | 0 | 0 | 1,800,000 | |||
Performance-based stock options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded options | 4,200,000 | |||||
Weighted- average grant-date fair value | $ 0.24 | |||||
Options outstanding | 53,820 | 3,600,000 | ||||
Non Qualified Stock Options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Income tax benefit recognized from exercise of options | $ 13,400 | $ 100 | ||||
Disqualifying Dispositions of Incentive Stock Options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Income tax benefit recognized from exercise of options | $ 100 | $ 300 |
STOCK-BASED COMPENSATION - St_3
STOCK-BASED COMPENSATION - Stock Option Activity For Time-based and Performance-based Options (Details) - OLD PlayStudios, Inc. - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
No. of Options | |||
Outstanding - December 31, 2020 | 77,640,000 | ||
Granted | 550,000 | ||
Exercised | (3,161,000) | ||
Forfeited | (695,000) | ||
Expired | (59,000) | ||
Outstanding - March 31, 2021 | 74,275,000 | 77,640,000 | |
Unvested - December 31, 2020 | 36,467,000 | ||
Exercisable - December 31, 2020 | 37,808,000 | ||
Weighted-Average Exercise Price | |||
Outstanding - December 31, 2020 | $ 0.20 | ||
Granted | 1.83 | ||
Exercised | 0.26 | ||
Forfeited | 0.36 | ||
Expired | 0.32 | ||
Outstanding - March 31, 2021 | 0.21 | $ 0.20 | |
Unvested - December 31, 2020 | 0.18 | ||
Exercisable - December 31, 2020 | $ 0.23 | ||
Weighted- Average Remaining Term (in Years) | |||
Outstanding - December 31, 2020 | 6 years 10 months 24 days | ||
Unvested - December 31, 2020 | 8 years 1 month 6 days | ||
Exercisable - December 31, 2020 | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding - December 31, 2020 | $ 84,448 | ||
Unvested - December 31, 2020 | 42,426 | ||
Exercisable - December 31, 2020 | $ 42,022 | ||
Plan | |||
No. of Options | |||
Outstanding - December 31, 2020 | 77,640 | 91,300 | |
Granted | 7,080 | 4,200,000 | |
Exercised | (16,314) | ||
Forfeited | (3,255) | ||
Expired | (1,171) | ||
Outstanding - March 31, 2021 | 100,000 | 77,640 | |
Unvested - December 31, 2020 | 39,942 | ||
Exercisable - December 31, 2020 | 37,698 | ||
Weighted-Average Exercise Price | |||
Outstanding - December 31, 2020 | $ 0.20 | $ 0.16 | |
Granted | 0.40 | ||
Exercised | 0.06 | ||
Forfeited | 0.33 | ||
Expired | 0.19 | ||
Outstanding - March 31, 2021 | 0.20 | ||
Unvested - December 31, 2020 | 0.17 | ||
Exercisable - December 31, 2020 | $ 0.23 | ||
Weighted- Average Remaining Term (in Years) | |||
Outstanding - December 31, 2020 | 7 years 1 month 6 days | ||
Unvested - December 31, 2020 | 8 years 3 months 18 days | ||
Exercisable - December 31, 2020 | 5 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding - December 31, 2020 | $ 88,615 | ||
Unvested - December 31, 2020 | 46,669 | ||
Exercisable - December 31, 2020 | $ 41,946 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average Assumption to Estimate Fair Value of Stock Options Granted (Details) - OLD PlayStudios, Inc. - Stock options - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 5 years 10 months 10 days | 5 years 10 months 6 days | |||
Expected volatility | 51.24% | 58.45% | |||
Risk-free interest rate range, minimum | 0.54% | 0.41% | |||
Risk-free interest rate range, maximum | 0.60% | 0.47% | |||
Dividend yield | 0.00% | 0.00% | |||
Grant-date fair value | $ 0.52 | $ 0.29 | |||
Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 5 years 11 months 16 days | 5 years 11 months 5 days | 5 years 11 months 27 days | ||
Expected volatility | 59.56% | 70.00% | 63.12% | ||
Risk-free interest rate range, minimum | 0.24% | 1.54% | 2.77% | ||
Risk-free interest rate range, maximum | 0.51% | 2.59% | 3.13% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Grant-date fair value | $ 0.60 | $ 0.27 | $ 0.19 |
STOCK-BASED COMPENSATION - Repu
STOCK-BASED COMPENSATION - Repurchases and Sales of Company Stock (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expensed | $ 25 | $ 2,881 | $ 9,232 |
Capitalized | 0 | 119 | 687 |
Total | $ 25 | $ 3,000 | $ 9,919 |
Stock repurchase through exercise of right of first refusal | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 25 | 9,570 | 2,130 |
Expensed | $ 25 | $ 2,881 | $ 707 |
Capitalized | 0 | 119 | 148 |
Total | $ 25 | $ 3,000 | $ 855 |
Secondary transaction between employees and MGM | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 10,050 | ||
Expensed | $ 6,485 | ||
Capitalized | 349 | ||
Total | $ 6,834 | ||
Secondary transaction between employees and existing investors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 6,128 | ||
Expensed | $ 2,040 | ||
Capitalized | 190 | ||
Total | $ 2,230 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Net income attributable to common stockholders-basic | ||||||||||||
Net income | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
Net income attributable to common stockholders - basic | 6,246,558 | (7,642,153) | ||||||||||
Net income attributable to common stockholders-diluted | ||||||||||||
Net income | 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
OLD PlayStudios, Inc. | ||||||||||||
Net income attributable to common stockholders-basic | ||||||||||||
Net income | 5,918,000 | $ 5,492,000 | $ 12,807,000 | [1],[2] | $ 13,614,000 | [1],[2] | $ 2,822,000 | [1],[2] | ||||
Deemed contribution related to redemption of preferred NCI | 5,632,000 | |||||||||||
Income allocated to participating preferred stock | (4,000,000) | (3,838,000) | (6,822,000) | (7,174,000) | (5,087,000) | |||||||
Net income attributable to common stockholders - basic | 1,918,000 | [3] | 1,654,000 | [3] | 5,985,000 | [4] | 6,440,000 | [4] | 3,367,000 | [4] | ||
Net income attributable to common stockholders-diluted | ||||||||||||
Net income | 5,918,000 | 5,492,000 | 12,807,000 | [1],[2] | 13,614,000 | [1],[2] | 2,822,000 | [1],[2] | ||||
Deemed contribution related to redemption of preferred NCI | 5,632,000 | |||||||||||
Income allocated to participating preferred stock | (3,819,000) | (3,763,000) | (6,387,000) | (6,945,000) | (4,977,000) | |||||||
Net income attributable to common stockholders - diluted | $ 2,099,000 | [3] | $ 1,729,000 | [3] | $ 6,420,000 | [4] | $ 6,669,000 | [4] | $ 3,477,000 | [4] | ||
Weighted average shares of common stock outstanding | ||||||||||||
Basic weighted average shares of common stock outstanding | 239,946 | 236,367 | 236,118,856 | 234,070,277 | 229,409,649 | |||||||
Dilutive effect of weighted average stock options | 61,020 | 25,822 | 43,951,931 | 19,704,926 | 17,459,421 | |||||||
Dilutive weighted average shares of common stock outstanding | 305,007 | 264,323 | 283,067,558 | 255,453,583 | 248,179,915 | |||||||
Net income attributable to common stockholders per share | ||||||||||||
Basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.03 | $ 0.01 | |||||||
Diluted | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.03 | $ 0.01 | |||||||
OLD PlayStudios, Inc. | Series A | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 539 | 483 | 509,959 | 466,040 | 452,308 | |||||||
OLD PlayStudios, Inc. | Series B | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 1,167 | 715 | 930,400 | 579,050 | 469,189 | |||||||
OLD PlayStudios, Inc. | Series C-1 | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 1,938 | 936 | 1,413,452 | 633,290 | 389,348 | |||||||
OLD PlayStudios, Inc. | Series C | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 397 | 142,960 | ||||||||||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[3] | Refer to Note 17 for determination of net income attributable to common stockholders versus participating preferred stockholders. | |||||||||||
[4] | Refer to Note 15 for determination of net come attributable to common stockholders versus participating preferred stockholders, including discussion of deemed contributions related to the redemption of preferred NCI and the associated impact on 2018 net income attributable to common stockholders. |
NET INCOME PER SHARE - Schedule
NET INCOME PER SHARE - Schedule of Anti-dilutive Securities (Details) - OLD PlayStudios, Inc. - shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Series C | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 617 | 617,192 | 617,192 | ||||
Series B | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 1,232 | [1] | 1,232 | [1] | 1,231,872 | 1,231,872 | 1,231,872 |
Stock options | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 885 | 20,053 | 340,000 | 27,796,684 | 36,020,008 | ||
[1] | A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - OLD PlayStudios, Inc. - Boss Fight - Subsequent event $ in Millions | Feb. 17, 2021USD ($)item |
Subsequent Event [Line Items] | |
Loan receivable | $ | $ 5 |
Number of existing games | item | 2 |
Interest rate (in percent) | 0.14% |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 | Aug. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 1,061,717 | |||||||
Prepaid expenses | $ 633,767 | 676,797 | ||||||
Total current assets | 898,397 | 1,738,514 | ||||||
Total assets | 216,191,072 | 217,017,121 | ||||||
Current liabilities: | ||||||||
Accrued liabilities | 65,519 | 6,150 | ||||||
Total liabilities | 25,401,002 | 32,485,750 | $ 27,579,556 | |||||
Commitments and contingencies (see Note 14) | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.00005 par value (168,638 shares authorized, 162,596 shares issued and outstanding as of March 31, 2021 and December 31, 2020; aggregate liquidation preference of $33,750 as of March 31, 2021 and December 31, 2020) | ||||||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 357 | |||||||
Additional paid-in capital | 6,361,165 | 12,619,799 | 6,175,557 | |||||
Retained earnings | (1,361,994) | (7,620,693) | $ (1,176,398) | |||||
Total stockholders' equity | 5,000,004 | 5,000,004 | $ 0 | |||||
Total liabilities and stockholders' equity | 216,191,072 | 217,017,121 | ||||||
OLD PlayStudios, Inc. | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 39,475,000 | 48,927,000 | $ 31,022,000 | |||||
Receivables | 31,961,000 | 16,616,000 | ||||||
Prepaid expenses | 2,566,000 | 2,429,000 | 2,341,000 | |||||
Income tax receivable | 5,938,000 | 6,959,000 | 2,057,000 | |||||
Other current assets | 6,113,000 | 2,854,000 | 383,000 | |||||
Total current assets | 86,053,000 | 77,785,000 | 50,052,000 | |||||
Property and equipment, net | 5,687,000 | 6,201,000 | 7,335,000 | |||||
Internal-use software, net | 40,074,000 | 38,756,000 | 30,994,000 | |||||
Goodwill | 5,059,000 | 5,059,000 | 5,059,000 | |||||
Intangibles, net | 1,512,000 | 1,624,000 | 2,322,000 | |||||
Deferred income taxes | 3,109,000 | 3,109,000 | 2,362,000 | |||||
Other long-term assets | 4,379,000 | 1,927,000 | 1,146,000 | |||||
Total non-current assets | 59,820,000 | 56,676,000 | 49,218,000 | |||||
Total assets | 145,873,000 | 134,461,000 | 99,270,000 | |||||
Current liabilities: | ||||||||
Accounts payable | 5,348,000 | 4,717,000 | 5,351,000 | |||||
Accrued liabilities | 32,612,000 | 29,089,000 | 6,517,000 | |||||
Total current liabilities | 37,960,000 | 33,806,000 | 11,868,000 | |||||
Minimum guarantee liability | 250,000 | 300,000 | 500,000 | |||||
Deferred income taxes | 2,860,000 | 2,970,000 | 5,791,000 | |||||
Other long-term liabilities | 1,185,000 | 1,306,000 | 798,000 | |||||
Total non-current liabilities | 4,295,000 | 4,576,000 | 7,089,000 | |||||
Total liabilities | 42,255,000 | 38,382,000 | 18,957,000 | |||||
Commitments and contingencies (see Note 14) | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $0.00005 par value (168,638 shares authorized, 162,596 shares issued and outstanding as of March 31, 2021 and December 31, 2020; aggregate liquidation preference of $33,750 as of March 31, 2021 and December 31, 2020) | 8,000 | 8,000 | 8,000 | |||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 12,000 | 12,000 | 11,000 | |||||
Additional paid-in capital | 73,693,000 | 71,776,000 | 66,661,000 | |||||
Retained earnings | 29,720,000 | 23,802,000 | 13,535,000 | |||||
Accumulated other comprehensive income | 185,000 | 481,000 | $ 43,000 | 98,000 | $ (81,000) | |||
Total stockholders' equity | 103,618,000 | 96,079,000 | 80,313,000 | $ 65,146,000 | $ 53,059,000 | |||
Total liabilities and stockholders' equity | $ 145,873,000 | $ 134,461,000 | $ 99,270,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 10 | ||
Common stock, shares issued | 2,949,428 | 3,574,009 | |
Common stock, shares outstanding | 2,949,428 | 3,574,009 | |
OLD PlayStudios, Inc. | |||
Preferred stock, par value | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Preferred stock, shares authorized | 168,638,000 | 168,637,840 | 168,637,840 |
Preferred stock, shares issued | 162,596,000 | 162,595,680 | 162,595,680 |
Preferred stock, shares outstanding | 162,596,000 | 162,595,680 | 162,595,680 |
Preferred stock liquidation value | $ 33,750 | $ 33,750 | $ 33,750 |
Common stock, par value | $ 0.00005 | $ 0.00005 | $ 0.00005 |
Common stock, shares authorized | 506,000,000 | 506,000,000 | 506,000,000 |
Common stock, shares issued | 241,347 | 238,186,070 | 225,490,157 |
Common stock, shares outstanding | 241,347 | 238,186,070 | 225,490,157 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Operating expenses: | ||||||||||
General and administrative | $ 899,486 | |||||||||
Income from operations | (899,486) | |||||||||
Other expense, net: | ||||||||||
Income tax expense | 0 | |||||||||
Net income | 6,258,699 | |||||||||
Net income attributable to common stockholders: | ||||||||||
Basic | 6,246,558 | |||||||||
OLD PlayStudios, Inc. | ||||||||||
Net revenues | 74,097,000 | $ 58,302,000 | $ 269,882,000 | $ 239,421,000 | $ 195,499,000 | |||||
Operating expenses: | ||||||||||
Cost of revenue | 24,488,000 | [1] | 19,734,000 | [1] | 91,469,000 | [2] | 80,267,000 | [2] | 66,784,000 | [2] |
Selling and marketing | 17,000,000 | 11,926,000 | 57,124,000 | 59,931,000 | 54,068,000 | |||||
General and administrative | 4,279,000 | 5,710,000 | 16,960,000 | 16,712,000 | 19,620,000 | |||||
Research and development | 14,746,000 | 9,483,000 | 51,696,000 | 38,986,000 | 30,168,000 | |||||
Depreciation and amortization | 6,034,000 | 5,388,000 | 22,192,000 | 25,154,000 | 16,246,000 | |||||
Total operating costs and expenses | 66,547,000 | 52,241,000 | 259,533,000 | 222,284,000 | 189,202,000 | |||||
Income from operations | 7,550,000 | 6,061,000 | 10,349,000 | 17,137,000 | 6,297,000 | |||||
Other expense, net: | ||||||||||
Interest income (expense), net | (42,000) | 54,000 | ||||||||
Other expense, net | (242,000) | (188,000) | 929,000 | 716,000 | (227,000) | |||||
Total other expense, net | (284,000) | (134,000) | 787,000 | 452,000 | (511,000) | |||||
Income before income taxes | 7,266,000 | 5,927,000 | 11,136,000 | 17,589,000 | 5,786,000 | |||||
Income tax expense | (1,348,000) | (435,000) | 1,671,000 | (3,975,000) | (2,964,000) | |||||
Net income | 5,918,000 | 5,492,000 | 12,807,000 | [3],[4] | 13,614,000 | [3],[4] | 2,822,000 | [3],[4] | ||
Net income attributable to common stockholders: | ||||||||||
Basic | 1,918,000 | [5] | 1,654,000 | [5] | 5,985,000 | [6] | 6,440,000 | [6] | 3,367,000 | [6] |
Diluted | $ 2,099,000 | [5] | $ 1,729,000 | [5] | $ 6,420,000 | [6] | $ 6,669,000 | [6] | $ 3,477,000 | [6] |
Net income attributable to common stockholders per share: | ||||||||||
Basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.03 | $ 0.01 | |||||
Diluted | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.03 | $ 0.01 | |||||
Weighted average shares of common stock outstanding: | ||||||||||
Basic | 239,946 | 236,367 | 236,118,856 | 234,070,277 | 229,409,649 | |||||
Diluted | 305,007 | 264,323 | 283,067,558 | 255,453,583 | 248,179,915 | |||||
[1] | Amounts exclude depreciation and amortization. | |||||||||
[2] | Amounts exclude depreciation and amortization. | |||||||||
[3] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||
[4] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||
[5] | Refer to Note 17 for determination of net income attributable to common stockholders versus participating preferred stockholders. | |||||||||
[6] | Refer to Note 15 for determination of net come attributable to common stockholders versus participating preferred stockholders, including discussion of deemed contributions related to the redemption of preferred NCI and the associated impact on 2018 net income attributable to common stockholders. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Net income | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
OLD PlayStudios, Inc. | ||||||||||||
Net income | 5,918,000 | $ 5,492,000 | $ 12,807,000 | [1],[2] | $ 13,614,000 | [1],[2] | $ 2,822,000 | [1],[2] | ||||
Other comprehensive loss: | ||||||||||||
Change in foreign currency translation adjustment | (296,000) | [3] | (55,000) | [3] | 383,000 | [4] | 179,000 | [4] | 188,000 | [4] | ||
Total other comprehensive loss | (296,000) | (55,000) | 383,000 | 179,000 | (188,000) | |||||||
Comprehensive income | $ 5,622,000 | $ 5,437,000 | $ 13,190,000 | [1] | $ 13,793,000 | [1] | $ 2,634,000 | [1] | ||||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[3] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. | |||||||||||
[4] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | OLD PlayStudios, Inc.Preferred Stock | OLD PlayStudios, Inc.Common Stock | OLD PlayStudios, Inc.Additional Paid-In Capital | OLD PlayStudios, Inc.Accumulated Other Comprehensive Income | OLD PlayStudios, Inc.Retained Earnings | OLD PlayStudios, Inc.Total Stockholders' Equity | OLD PlayStudios, Inc.Non controlling Interest | OLD PlayStudios, Inc. | Additional Paid-In Capital | Retained Earnings | Total | ||||
Beginning balance at Dec. 31, 2017 | $ 8,000 | [1] | $ 11,000 | [1] | $ 40,254,000 | $ 107,000 | $ 4,679,000 | $ 45,059,000 | $ 8,000,000 | $ 53,059,000 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | [1] | 162,596,000 | 223,122,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 2,822,000 | 2,822,000 | $ 2,822,000 | 2,822,000 | [2],[3] | ||||||||||
Exercise of stock options | 550,000 | 550,000 | 550,000 | ||||||||||||
Exercise of stock options (in shares) | [1] | 5,362,000 | |||||||||||||
Stock-based compensation expense | 11,752,000 | 11,752,000 | 11,752,000 | ||||||||||||
Foreign currency translation adjustment | [4] | 188,000 | |||||||||||||
Ending balance at Dec. 31, 2018 | $ 8,000 | [1] | $ 11,000 | [1] | 59,111,000 | (81,000) | 6,097,000 | 65,146,000 | 65,146,000 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | [1] | 162,596,000 | 229,214,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 13,614,000 | 13,614,000 | 13,614,000 | [2],[3] | |||||||||||
Exercise of stock options | 754,000 | 754,000 | 754,000 | ||||||||||||
Exercise of stock options (in shares) | [1] | 5,846,000 | |||||||||||||
Stock-based compensation expense | 6,796,000 | 6,796,000 | 6,796,000 | ||||||||||||
Foreign currency translation adjustment | [4] | 179,000 | |||||||||||||
Ending balance at Dec. 31, 2019 | $ 8,000 | [1] | $ 11,000 | [1] | 66,661,000 | 98,000 | 13,535,000 | 80,313,000 | 80,313,000 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | [1] | 162,596,000 | 225,490,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 5,492,000 | 5,492,000 | 5,492,000 | ||||||||||||
Exercise of stock options | 21,000 | 21,000 | |||||||||||||
Exercise of stock options (in shares) | 446 | ||||||||||||||
Stock-based compensation expense | 787,000 | 787,000 | |||||||||||||
Foreign currency translation adjustment | (55,000) | (55,000) | (55,000) | [5] | |||||||||||
Ending balance at Mar. 31, 2020 | $ 8,000 | $ 11,000 | 67,469,000 | 43,000 | 19,027,000 | 86,558,000 | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 162,596 | 225,936 | |||||||||||||
Beginning balance at Dec. 31, 2019 | $ 8,000 | [1] | $ 11,000 | [1] | 66,661,000 | 98,000 | 13,535,000 | 80,313,000 | 80,313,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 162,596,000 | 225,490,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 12,807,000 | 12,807,000 | 12,807,000 | [2],[3] | |||||||||||
Exercise of stock options | $ 1,000 | [1] | 991,000 | 992,000 | 992,000 | ||||||||||
Exercise of stock options (in shares) | [1] | 16,314,000 | |||||||||||||
Stock-based compensation expense | 4,124,000 | 4,124,000 | 4,124,000 | ||||||||||||
Foreign currency translation adjustment | [4] | 383,000 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 8,000 | [1] | $ 12,000 | [1] | 71,776,000 | 481,000 | 23,802,000 | 96,079,000 | 96,079,000 | $ 12,619,799 | $ (7,620,693) | $ 5,000,004 | |||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 162,596,000 | 238,186,000 | ||||||||||||
Beginning balance at Aug. 13, 2020 | 0 | 0 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 0 | (7,620,693) | (7,620,693) | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 8,000 | [1] | $ 12,000 | [1] | 71,776,000 | 481,000 | 23,802,000 | 96,079,000 | 96,079,000 | 12,619,799 | (7,620,693) | 5,000,004 | |||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 162,596,000 | 238,186,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 5,918,000 | 5,918,000 | 5,918,000 | 6,258,699 | 6,258,699 | ||||||||||
Exercise of stock options | 808,000 | 808,000 | |||||||||||||
Exercise of stock options (in shares) | 3,161 | ||||||||||||||
Stock-based compensation expense | 1,109,000 | 1,109,000 | |||||||||||||
Foreign currency translation adjustment | (296,000) | (296,000) | (296,000) | [5] | |||||||||||
Ending balance at Mar. 31, 2021 | $ 8,000 | $ 12,000 | $ 73,693,000 | $ 185,000 | $ 29,720,000 | $ 103,618,000 | $ 103,618,000 | $ 6,361,165 | $ (1,361,994) | $ 5,000,004 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 162,596 | 241,347 | |||||||||||||
[1] | All share amounts have been retroactively restated to adjust for the two-for-one forward stock split effected on February 27, 2019. | ||||||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | ||||||||||||||
[3] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | ||||||||||||||
[4] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. | ||||||||||||||
[5] | These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Cash flows from operating activities: | |||||||||
Net income | $ 6,258,699 | $ (7,620,693) | |||||||
Changes in operating assets and liabilities | |||||||||
Net cash provided by operating activities | (797,087) | (935,337) | |||||||
Cash flows from investing activities: | |||||||||
Net cash used in investing activities | (215,252,875) | ||||||||
Cash flows from financing activities: | |||||||||
Payments for capitalized offering costs | (525,071) | ||||||||
Net cash used in financing activities | 217,249,929 | ||||||||
Net change in cash and cash equivalents | (797,087) | 1,061,717 | |||||||
Cash and cash equivalents at beginning of period | 1,061,717 | 0 | |||||||
Cash and cash equivalents at end of period | 264,630 | 1,061,717 | $ 1,061,717 | ||||||
OLD PlayStudios, Inc. | |||||||||
Cash flows from operating activities: | |||||||||
Net income | 5,918,000 | $ 5,492,000 | 12,807,000 | [1],[2] | $ 13,614,000 | [1],[2] | $ 2,822,000 | [1],[2] | |
Adjustments: | |||||||||
Depreciation and amortization | 6,034,000 | 5,388,000 | 22,192,000 | 25,154,000 | 16,246,000 | ||||
Amortization of loan costs | 20,000 | 59,000 | 35,000 | ||||||
Stock-based compensation expense | 900,000 | 625,000 | 3,519,000 | 5,884,000 | 10,902,000 | ||||
Deferred income tax benefit | (110,000) | (828,000) | (3,704,000) | 2,349,000 | 1,907,000 | ||||
Loss on disposal of equipment | 1,000 | 2,000 | 28,000 | 1,297,000 | |||||
Loss on foreign currency translation | 241,000 | 188,000 | (469,000) | (343,000) | 503,000 | ||||
Changes in operating assets and liabilities | |||||||||
Receivables | (10,311,000) | (6,271,000) | (2,367,000) | (517,000) | 893,000 | ||||
Income tax receivable | 1,021,000 | 821,000 | (4,902,000) | (938,000) | (1,119,000) | ||||
Prepaid expenses and other current assets | (164,000) | 255,000 | (8,000) | (202,000) | (909,000) | ||||
Accounts payable & accrued liabilities | 1,220,000 | (290,000) | 21,975,000 | (1,591,000) | 3,855,000 | ||||
Other | 28,000 | 85,000 | (781,000) | (137,000) | (564,000) | ||||
Net cash provided by operating activities | 4,798,000 | 5,465,000 | 48,400,000 | 36,088,000 | 36,728,000 | ||||
Cash flows from investing activities: | |||||||||
Purchase of property and equipment | (197,000) | (348,000) | (1,847,000) | (4,296,000) | (3,569,000) | ||||
Additions to internal-use software | (6,710,000) | (5,778,000) | (25,155,000) | (20,996,000) | (20,844,000) | ||||
Additions to notes receivable | (5,034,000) | ||||||||
Net cash used in investing activities | (11,941,000) | (6,126,000) | (27,002,000) | (25,292,000) | (24,409,000) | ||||
Cash flows from financing activities: | |||||||||
Proceeds from option exercises | 808,000 | 21,000 | 992,000 | 754,000 | 550,000 | ||||
Payments for capitalized offering costs | (2,968,000) | (2,087,000) | |||||||
Net cash used in financing activities | (2,160,000) | 21,000 | (3,635,000) | (7,348,000) | (4,133,000) | ||||
Foreign currency translation | (149,000) | (24,000) | 142,000 | (26,000) | (343,000) | ||||
Net change in cash and cash equivalents | (9,452,000) | (664,000) | 17,905,000 | 3,422,000 | 7,843,000 | ||||
Cash and cash equivalents at beginning of period | 48,927,000 | 31,022,000 | 31,022,000 | 27,600,000 | 19,757,000 | ||||
Cash and cash equivalents at end of period | 39,475,000 | 30,358,000 | $ 48,927,000 | 48,927,000 | 31,022,000 | 27,600,000 | |||
Supplemental cash flow disclosures: | |||||||||
Interest paid | 27,000 | 53,000 | 233,000 | 259,000 | |||||
Income taxes paid, net of refunds | 487,000 | 382,000 | 7,015,000 | 2,046,000 | 2,145,000 | ||||
Non-cash Investing and Financing Activities: | |||||||||
Capitalization of stock-based compensation | 209,000 | $ 162,000 | $ 605,000 | $ 912,000 | $ 1,405,000 | ||||
Capitalization of deferred transaction costs included in accrued liabilities and accounts payable | 263,000 | ||||||||
Addition to note receivable included in accrued liabilities | $ 2,500,000 | ||||||||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | ||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. |
BACKGROUND AND BASIS OF PRESE_2
BACKGROUND AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
BACKGROUND AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, Inc., a Delaware Corporation, (“PlayStudios”) relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). The Company has two subsidiaries, Catalyst Merger Sub I, Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“First Merger Sub”) and Catalyst Merger Sub II, LLC, a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“Second Merger Sub”) (see Note 8). As of March 31, 2021, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of PlayStudios (see Note 9). The registration statement for the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On November 9, 2020, the Company consummated the sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000. Transaction costs amounted to $12,363,821, consisting of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At March 31, 2021, we have $264,630 in its operating bank accounts, $215,289,800 in securities held in the Trust Account, to be for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $832,878. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
OLD PlayStudios, Inc. | ||
BACKGROUND AND BASIS OF PRESENTATION | NOTE 1—BACKGROUND AND BASIS OF PRESENTATION Organization and Description of Business PlayStudios, Inc. (“the Company”) was incorporated in Delaware in March 2011. The Company develops and operates online and mobile social gaming applications (“games” or “game”) and leverages marketing relationships with various partners to provide players a unique social gaming experience while earning “real world” rewards provided by the Company’s rewards partners. The Company’s games are free- to-play and available via the Apple App Store, Google Play Store, Amazon Appstore and Facebook (collectively, “platforms” or “platform operators”). The Company creates games based on its own original content as well as third-party licensed brands. The Company generates revenue through the in-game sale of virtual currency and through advertising. The Company has the following four foreign subsidiaries: m. PlayStudios Asia Limited (“Asia”) n. PlayStudios International Limited (“International”) o. PlayStudios International Israel Limited (“Israel”) p. PlayStudios Orion Labs Private Limited (“Orion”) Unless the context indicates otherwise, all references herein to “PlayStudios,” the “Company,” “we,” “us,” and “our” are used to refer collectively to PlayStudios, Inc. and its subsidiaries. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Acies Acquisition Corp. (“Acies”), a special purpose acquisition company sponsored by an affiliate of Acies Acquisition LLC, Catalyst Merger Sub I, a Delaware corporation and a wholly-owned subsidiary of Acies (“Merger Sub I”), and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acies (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Acies, a Cayman Islands exempted company, will domesticate as a Delaware corporation (“Domestication”), (ii) following the Domestication, the Company will merge with and into Merger Sub I, with the Company surviving the merger (“First Merger”) and (iii) following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, “Business Combination”). Upon completion of the Business Combination, Acies will be named PLAYSTUDIOS, Inc. and will continue to be listed on the Nasdaq under the ticker symbols “MYPS”. The transaction is expected to close in 2021. Basis of Presentation and Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of PlayStudios, Inc. and its owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications in these financial statements have been made to comply with US GAAP applicable to public companies and SEC Regulation S-X. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021, and 2020, and cash flows for the three months ended March 31, 2021, and 2020. The Consolidated Balance Sheets as of December 31, 2020 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include the estimated consumption rate of virtual goods that is used in the determination of revenue recognition, useful lives of property and equipment and definite-lived intangible assets, the expensing and capitalization of research and development costs for internal-use software, assumptions used in accounting for income taxes, stock-based compensation, the associated valuation of the Company’s common stock and the evaluation of goodwill and long-lived assets for impairment. The Company believes the accounting estimates are appropriate and reasonably determined. Due to the inherent uncertainties in making these estimates, actual amounts could differ materially. Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM, the Company’s Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. As such, the Company has one operating and reportable segment. | NOTE 1—BACKGROUND AND BASIS OF PRESENTATION Organization and Description of Business PlayStudios, Inc. (“the Company”) was incorporated in Delaware in March 2011. The Company develops and operates online and mobile social gaming applications (“games” or “game”) and leverages marketing relationships with various partners to provide players a unique social gaming experience while earning “real world” rewards provided by the Company’s rewards partners. The Company’s games are free- to-play and available via the Apple App Store, Google Play Store, Amazon Appstore and Facebook (collectively, “platforms” or “platform operators”). The Company creates games based on its own original content as well as third-party licensed brands. The Company generates revenue through the in-game sale of virtual currency and through advertising. The Company has the following four foreign subsidiaries: a. PlayStudios Asia Limited (“Asia”) b. PlayStudios International Limited (“International”) c. PlayStudios International Israel Limited (“Israel”) d. PlayStudios Orion Labs Private Limited (“Orion”) Unless the context indicates otherwise, all references herein to “PlayStudios,” the “Company,” “we,” “us,” and “our” are used to refer collectively to PlayStudios, Inc. and its subsidiaries. Basis of Presentation and Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of PlayStudios, Inc. and its owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications in these financial statements have been made to comply with US GAAP applicable to public companies and SEC Regulation S-X. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include the estimated consumption rate of virtual goods that is used in the determination of revenue recognition, useful lives of property and equipment and definite-lived intangible assets, the expensing and capitalization of research and development costs for internal-use software, assumptions used in accounting for income taxes, stock-based compensation, the associated valuation of the Company’s common stock and the evaluation of goodwill and long-lived assets for impairment. The Company believes the accounting estimates are appropriate and reasonably determined. Due to the inherent uncertainties in making these estimates, actual amounts could differ materially. Segments Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM, the Company’s Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. As such, the Company has one operating and reportable segment. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception) through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. | |
OLD PlayStudios, Inc. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. The Company accounts for its notes receivable at amortized cost, net of unamortized fees and costs, if any, and adjusts for any impairment losses. The Company accrues interest on notes receivable, including the accretion of unamortized fees and costs, based on the contractual life of the note using the effective interest method. The Company monitors the credit quality of its counterparties through an assessment of each party’s financial information and other relevant information which may indicate the party’s ability to perform according to the terms of the note or loan. If necessary, the Company establishes an allowance for credit losses based on historical losses, existing economic conditions, counterparty payment trends, and other reasonable and supported information relevant to the counterparty’s ability to perform according to the terms of the agreement. As a general policy, the Company does not require collateral from its counterparties, but the counterparty’s financial condition and credit worthiness are evaluated regularly. The long-term portion of notes receivable are recognized within “Other long-term assets” in the Consolidated Balance Sheets. Property and Equipment, net The Company states property and equipment at cost, net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill Goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3-5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. Revenue Recognition The Company generates revenue from the sale of virtual currency which players can use to enhance the in-game experience of the games offered by the Company. Virtual currency is sold through in-application purchases within its games which are offered on smartphones, tablets, and web-based devices. In addition, the Company also derives revenue from the placement of advertisements within its games. The Company determines revenue recognition by: m. identifying the contract, or contracts, with a customer; n. identifying the performance obligations in each contract; o. determining the transaction price; p. allocating the transaction price to the performance obligations in each contract; and q. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player ‘s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners, including but not limited to certain related parties, such as MGM Resorts International and Resorts World Inc, Ptd Ltd. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third- party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. Advertising Advertising expense was $15.1 million and $10.4 million during the three months ended March 31, 2021 and 2020, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation — Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. Property and Equipment, net The Company states property and equipment at cost net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill In accordance with Accounting Standards Update (ASU) No. 2014‑02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill, goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets’ Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3‑5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 —Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”). ASU 2014‑09 combined with all subsequent amendments, which is collectively ASC 606, Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASU 2014‑09 also required expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2019, the Company adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”) using the modified retrospective method. The Company determines revenue recognition by: a. identifying the contract, or contracts, with a customer; b. identifying the performance obligations in each contract; c. determining the transaction price; d. allocating the transaction price to the performance obligations in each contract; and e. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player’s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. Advertising Advertising expense was $49.3 million, $53.8 million and $48.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation—Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
RECENTLY ISSUED ACCOUNTING PR_2
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 3—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). The amended guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities in the Consolidated Balance Sheets and disclosing key information about leasing arrangements. The adoption of this guidance is expected to result in a significant portion of the Company’s operating leases, where the Company is the lessee, to be recognized in the Company’s Consolidated Balance Sheets. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal year beginning after December 15, 2022 with earlier adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments — Credit Losses (Topic 326). The new guidance replaces the incurred loss impairment methodology in current guidance with a current expected credit loss model (“CECL”) that incorporates a broader range of reasonable and supportable information including the forward-looking information. This guidance is effective for the Company for fiscal year beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of adopting this guidance. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017‑04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendment, the Company is required to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance is effective for the Company for fiscal year beginning after December 15, 2022, with early adoption permitted. The Company early adopted this guidance prospectively on January 1, 2021, and it did not have any impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018‑15, Customer’s Accounting for Implementation costs Incurred in a Cloud Computing Arrangement that is a Service Contract, that requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in ASC Topic 350, Intangibles — Goodwill and Other. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company early adopted this guidance prospectively on January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020‑04 is effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively through December 31, 2022. The Company adopted this guidance prospectively on January 1, 2021, and it did not have any impact on the Company’s consolidated financial statements. | NOTE 3—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842). The amended guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities in the consolidated balance sheet and disclosing key information about leasing arrangements. The adoption of this guidance is expected to result in a significant portion of the Company’s operating leases, where the Company is the lessee, to be recognized in the Company’s consolidated balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal year beginning after December 15, 2022 with earlier adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses (Topic 326). The new guidance replaces the incurred loss impairment methodology in current guidance with a current expected credit loss model (“CECL”) that incorporates a broader range of reasonable and supportable information including the forward-looking information. This guidance is effective for the Company for fiscal year beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU No. 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendment, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity must recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard is effective for the Company for fiscal year beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. In March 2020, the FASB issued ASU 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020‑04 is effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is currently evaluating the impact of adopting this temporary guidance. Recently Adopted Accounting Pronouncements As described in the Company’s Revenue Recognition accounting policy in Note 2, the Company adopted ASC 606 effective January 1, 2019. The Company utilized the modified retrospective method upon adoption and as a result, the comparative information has not been restated and continues to be reported under legacy GAAP. The Company elected to apply the new revenue accounting standard only to contracts not completed as of the adoption date. As part of the adoption of ASC 606, the Company elected the transition practical expedient of using a portfolio approach to our advertising contracts since they have similar characteristics and reasonably expect that application of the revenue recognition model to the portfolio would not differ materially from the application to the individual contracts or performance obligations in that portfolio. The adoption of ASC 606 did not result in a change to the accounting for revenues; as such, no cumulative effect adjustment was recorded. Additionally, the adoption of ASC 606 had no impact on the Company’s cash flows from operations. See Note 9 for additional disclosures related to this standard. In May 2017, the FASB issued ASU No. 2017‑09, Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting. This update clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective prospectively for fiscal years beginning after December 15, 2017, for nonpublic entities. The Company adopted this guidance on January 1, 2018 and it did not have a material impact on the Company’s consolidated financial statements. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018‑07, Compensation— Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting. This standard eliminates the separate guidance for stock compensation paid to non-employees and aligns it with the guidance for stock compensation paid to employees. This standard is effective for the Company for fiscal years beginning after December 15, 2019. The Company adopted this guidance prospectively on January 1, 2019 and it did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018‑15, Customer’s Accounting for Implementation costs Incurred in a Cloud Computing Arrangement that is a Service Contract, that requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in ASC Topic 350, Intangibles—Goodwill and Other. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company early adopted this guidance prospectively on January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements. |
RELATED-PARTY TRANSACTIONS_2
RELATED-PARTY TRANSACTIONS | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. Additionally, the Company has prepaid $20,000 as of March 31, 2021 and December 31, 2020 which is included in prepaid expenses which is included in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B Ordinary Shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B Ordinary Shares resulting in 5,750,000 Class B Ordinary Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $20,000 in fees for these services. Due to Sponsor The Sponsor advanced $2,621,369 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. Subsequent to the Initial Public Offering, on October 29, 2020, the Company repaid $2,621,369. Promissory Note — Related Party On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Note of $278,631 was repaid at the closing of the Initial Public Offering on October 27, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | |
OLD PlayStudios, Inc. | |||
RELATED-PARTY TRANSACTIONS | NOTE 4—RELATED-PARTY TRANSACTIONS The following table is a summary of assets and liabilities from related parties: March 31, December 31, 2021 2020 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ 20,000 Accrued liabilities The Company did not have any revenues recognized from related parties during the three months ended March 31, 2021 and 2020. The Company’s expenses recognized from related parties were immaterial during the three months ended March 31, 2021 and 2020. MGM Resorts International (“MGM”) MGM is a stockholder and an MGM senior executive also serves on the Company’s board of directors. As of March 31, 2021 and December 31, 2020, MGM owns approximately 30.2 million shares of the Company’s common stock and 32.6 million shares of the Company’s outstanding preferred stock. Marketing Agreement In April 2011, the Company entered into a joint marketing agreement with MGM (as amended, the “Marketing Agreement”) in exchange for assistance with marketing campaigns and the exclusive right to utilize MGM’s licensed marks and licensed copyrights for the development of certain of the Company’s social casino games. The initial term was for one year from the go-live date of the first such game in July 2012, with an automatic renewal provision for successive two-year terms based on the games meeting certain performance criteria. If the games do not achieve the specified performance criteria, the term will be automatically renewed for a one-year period and the right to utilize MGM’s licensed marks and copyrights will become non-exclusive. The non-exclusive term will be automatically renewed for successive one-year periods so long as the games meet certain other performance criteria. As consideration for the use of MGM’s intellectual property, the Company issued 19,200,000 shares of its common stock representing 10% of its then-outstanding common stock; and in lieu of royalty payments, the Company agreed to pay MGM a profit share of: (i) during the exclusive term, a mid- to high-single digit percentage of cumulative net operating income, as defined in the Marketing Agreement, and (ii) during the non-exclusive term, a low- to mid-single digit percentage of cumulative net operating income. As further described in Note 9, the Marketing Agreement was recorded as an indefinite-lived intangible asset. On October 30, 2020, the Company and MGM agreed to amend the Marketing Agreement (the “MGM Amendment”), under which the Company and MGM agreed to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. In addition, MGM agreed to reinvest in the Company at a minimum amount of $20 million by participating in the PIPE Investment or a private placement of equity offering to third party investors for a minimum gross proceeds to the Company of $50 million. As a result of the termination, the Company is no longer obligated to make profit share payments, but the other rights and obligations under the Marketing Agreement continue in full force and effect. In connection with the MGM Amendment, the Company recorded a $20 million liability in “Accrued liabilities”, which remains outstanding as of March 31, 2021. | NOTE 4—RELATED-PARTY TRANSACTIONS The following table is a summary of balance sheet assets and liabilities from related parties (in thousands): December 31, 2020 2019 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ — Accrued liabilities The following table is a summary of revenues and expenses recognized from related parties (in thousands): Year Ended December 31, 2020 2019 2018 Financial Statement Line Item Marketing Agreement $ 20,000 $ — $ — Restructuring expense Marketing Agreement $ 319 $ — $ — Cost of revenue King Agreement $ $ 7,312 $ 1,294 Net revenues MGM Resorts International (“MGM”) MGM is a stockholder and an MGM senior executive also serves on the Company’s board of directors. As of December 31, 2020 and 2019, MGM owns approximately 30.2 million shares of the Company’s common stock and 32.6 million shares of the Company’s outstanding preferred stock. As further described in Note 14, in January 2018, certain employees sold shares of the Company’s common stock to MGM in a secondary transaction. Marketing Agreement In April 2011, the Company entered into a joint marketing agreement with MGM (as amended, the “Marketing Agreement”) in exchange for assistance with marketing campaigns and the exclusive right to utilize MGM’s licensed marks and licensed copyrights for the development of certain of the Company’s social casino games. The initial term was for one year from the go-live date of the first such game in July 2012, with an automatic renewal provision for successive two-year terms based on the games meeting certain performance criteria. If the games do not achieve the specified performance criteria, the term will be automatically renewed for a one-year period and the right to utilize MGM’s licensed marks and copyrights will become non-exclusive. The non-exclusive term will be automatically renewed for successive one-year periods so long as the games meet certain other performance criteria. As consideration for the use of MGM’s intellectual property, the Company issued 19,200,000 shares of its common stock representing 10% of its then-outstanding common stock; and in lieu of royalty payments, the Company agreed to pay MGM a profit share of: (i) during the exclusive term, a mid- to high-single digit percentage of cumulative net operating income, as defined in the Marketing Agreement, and (ii) during the non-exclusive term, a low- to mid-single digit percentage of cumulative net operating income. As further described in Note 7, the Marketing Agreement was recorded as an indefinite-lived intangible asset. On October 30, 2020, the Company and MGM agreed to amend the Marketing Agreement (the “MGM Amendment”), under which the Company and MGM agreed to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. In addition, MGM agreed to reinvest in the Company at a minimum amount of $20 million by participating in the PIPE Investment or a private placement of equity offering to third party investors for a minimum gross proceeds to the Company of $50 million. As a result of the termination, the Company is no longer obligated to make profit share payments, but the other rights and obligations under the Marketing Agreement continue in full force and effect. In connection with the Marketing Agreement, the Company recorded $0.3 million in profit share expense during the year ended December 31, 2020. There was no profit share expense during the year ended December 31, 2019 and 2018. Of the $0.6 million profit share expense recognized during the nine months ended September 30, 2020, the Company and MGM agreed that $0.3 million represented a part of the $20 million one-time termination payment. Accordingly, the Company recognized $20.0 million, inclusive of $0.3 million which was reclassified from cost of revenue into “Restructuring expense” in the Consolidated Statements of Operations. The Company does not expect to incur additional expenses in relation to the termination of the profit share provision. Rewards Agreement In January 2016, the Company entered into a rewards agreement with MGM where at MGM’s discretion, the Company has the right to offer MGM rewards via its games. Players of the Company’s games can redeem their accumulated loyalty points for MGM rewards. There is no cost charged to the Company by MGM for the redemption of these rewards. In addition, the Company does not have any obligations associated with the rewards to the players or MGM. As such, the rewards agreement does not have any impact on the Company’s financial statements. Activision Publishing, Inc. (“Activision”) Activision is a stockholder and an Activision senior executive serves on the Company’s board of directors. As of December 31, 2020 and 2019, Activision owns 64 million shares of the Company’s outstanding preferred stock. King Agreement In April 2017, the Company entered into a game publishing and distribution agreement (the “King Agreement”) with King.com Limited and King.com (US), LLC (collectively, “King”) to develop a branded mobile application with games incorporating their branded intellectual property. In connection with the agreement, the Company had outstanding deferred revenue of $7.4 million as of December 31, 2018. In June 2019, the agreement terminated, and all of the associated deferred revenue was recorded as revenue during the year ended December 31, 2019, as further described in Note 9. Activision and King are both subsidiaries of Activision Blizzard, Inc. The Company also paid King for cross promotions of the Company’s games, which was immaterial for the years ended December 31, 2020, 2019 and 2018. Resorts World Inc, Pte Ltd (“Resorts World”) In December 2015 and September 2016, International issued a total of 5,333,333 Series A preferred stock for $8 million to Resorts World. As further described in Note 13, in December 2018, the Company repurchased Resorts World’s interest in International. Resorts World is also a stockholder of the Company. As of December 31, 2020 and 2019, Resorts World owned 1.1 million shares of the Company’s common stock. Resorts World is also a rewards partner of the Company. Similar to the rewards program with MGM, there is no cost charged to the Company by Resorts World for the redemption of these rewards. In addition, the Company does not have any obligations associated with the rewards to the players or Resorts World. As such, the rewards agreement does not have any impact to financial statements. |
RECEIVABLES
RECEIVABLES | 3 Months Ended |
Mar. 31, 2021 | |
OLD PlayStudios, Inc. | |
RECEIVABLES | NOTE 5—RECEIVABLES Receivables consist of the following: March 31, December 31, 2021 2020 Trade receivables $ 26,927 $ 16,616 Notes receivables 5,034 — Total receivables $ 31,961 $ 16,616 Trade receivables represent amounts due to the Company from social and mobile platform operators, including Apple, Google, Amazon and Facebook. Trade receivables are recorded when the right to consideration becomes unconditional. No allowance for doubtful accounts was considered necessary as of March 31, 2021 and December 31, 2020. Concentration of Credit Risk. As of March 31, 2021, Apple, Inc. and Google, Inc. accounted for 60.6% and 32.4% of the Company’s total trade receivables, respectively. As of December 31, 2020, Apple, Inc. and Google, Inc. accounted for 48.9% and 42.7% of the Company’s total trade receivables, respectively. As of March 31, 2021 and December 31, 2020, the Company did not have any additional counterparties that exceeded 10% of the Company’s trade receivable. As of March 31, 2021, 95.8% of the Company’s total notes receivables were concentrated in amounts due from game developers. Each of the counterparties within the concentrated group are engaged in game development services as their primary form of business, subjecting the group to similar activities and economic risks. In the event that the group fails completely to perform according to the terms of the notes, and any collateral applicable proved to be of no value, the maximum amount of loss which the Company may incur is approximately $8.0 million, $3 million of which is reported within the Other long-term assets line item on the Consolidated Balance Sheets. Approximately 62.5% of the notes subject to risk are secured by certain intellectual property created, developed or acquired by the developers. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, December 31, Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,289,800 $ 215,275,732 Liabilities: Warrant Liability – Public Warrants 1 $ 10,906,000 $ 15,282,750 Warrant Liability – Private Placement Warrants 3 $ 6,895,734 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 9,663,101 $ 15,282,750 $ 24,945,850 Change in valuation inputs or other assumptions (2,767,367) (4,376,750) (7,144,117) Fair value as of March 31, 2021 $ 6,895,734 $ 10,906,000 $ 17,801,733 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | NOTE 9. FAIR VALUE MEASUREMENTS (Restated) The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,275,732 Liabilities: Warrant Liabilities – Public Warrants 1 $ 15,282,749 Warrant Liabilities – Private Placement Warrants 3 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 27, 2020, the date of the Company's Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.34 % Trading days per year 252 Expected volatility 27.0 % Exercise price $ 11.50 Stock Price $ 10.00 On October 27, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.60 per warrant for aggregate values of $6.9 million and $10.7 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $9.7 million and $15.3 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 6,933,333 10,666,667 17,600,000 Measurement on November 9, 2020 (Over-Allotment) 325,334 813,333 1,138,667 Change in valuation inputs or other assumptions 2,404,434 3,802,749 6,207,183 Fair value as of December 31, 2020 $ 9,663,101 $ 15,282,749 $ 24,945,850 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $11,480,000 during the period from October 27, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
OLD PlayStudios, Inc. | ||
FAIR VALUE MEASUREMENTS | NOTE 6—FAIR VALUE MEASUREMENTS The composition of our financial assets and liabilities not measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 are as follows: December 31, 2020 Carrying Estimated Value Fair Value Level 1 Level 2 Level 3 Financial Statement Line Item Financial assets: Notes receivable - non-current $ 815 $ 815 — — $ 815 Other long-term assets Total financial assets $ 815 $ 815 — — $ 815 December 31, 2020 Carrying Estimated Value Fair Value Level 1 Level 2 Level 3 Financial Statement Line Item Financial assets: Notes receivable – current $ 5,034 $ 5,034 — — $ 5,034 Receivables Notes receivable - non-current 3,316 3,316 — — 3,316 Other long-term assets Total financial assets $ 8,350 $ 8,350 — — $ 8,350 The carrying value of other financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, and accrued liabilities approximate fair value due to their short maturities or variable-rate nature of the respective balances. |
PROPERTY AND EQUIPMENT, NET_2
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
PROPERTY AND EQUIPMENT, NET | NOTE 7—PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Computer equipment $ 8,550 $ 8,328 Leasehold improvements 6,233 6,365 Furniture and fixtures 2,243 2,266 Construction in progress 87 90 Total property and equipment 17,113 17,049 Less: accumulated depreciation (11,426) (10,848) Total property and equipment, net $ 5,687 $ 6,201 The aggregate depreciation expense for property and equipment, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the three months ended March 31, 2021 and 2020, depreciation expense was $0.7 million and $0.7 million, respectively. No impairment charges or material disposals were recorded during the three months ended March 31, 2021 and 2020. Property and equipment, net by region consists of the following: March 31, 2021 December 31, 2020 United States $ 1,850 $ 2,098 EMEA(1) 3,282 3,436 All other countries 555 667 Total property and equipment, net $ 5,687 $ 6,201 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. | NOTE 5—PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Computer equipment $ 8,328 $ 7,176 Leasehold improvements 6,365 5,953 Furniture and fixtures 2,266 2,081 Construction in progress 90 14 Total property and equipment 17,049 15,224 Less: accumulated depreciation (10,848) (7,889) Total property and equipment, net $ 6,201 $ 7,335 The aggregate depreciation expense for property and equipment, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the years ended December 31, 2020, 2019 and 2018, depreciation expense was $2.8 million, $2.6 million and $1.9 million, respectively. No impairment charges or material write-offs were recorded for the years ended December 31, 2020, 2019 and 2018. Property and equipment, net by region consists of the following (in thousands): December 31, 2020 2019 United States $ 2,098 $ 2,748 EMEA(1) 3,436 3,607 All other countries 667 980 Total property and equipment, net $ 6,201 $ 7,335 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. |
INTERNAL-USE SOFTWARE, NET_2
INTERNAL-USE SOFTWARE, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
INTERNAL-USE SOFTWARE, NET | NOTE 8—INTERNAL-USE SOFTWARE, NET Internal-use software, net consists of the following: March 31, 2021 December 31, 2020 Internal-use software $ 109,106 $ 103,041 Less: accumulated amortization (69,032) (64,285) Total internal-use software, net $ 40,074 $ 38,756 The Company capitalized internal-use software development costs of $6.9 million and $5.9 million during the three months ended March 31, 2021 and 2020, respectively. Total amortization expense associated with its capitalized internal-use software development costs during the three months ended March 31, 2021 and 2020 was $5.2 million and $4.3 million, respectively. The aggregate amortization expense for internal-use software, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. There were no write-offs or impairment charges recorded during the three months ended March 31, 2021 and 2020. | NOTE 6—INTERNAL-USE SOFTWARE, NET Internal-use software, net consists of the following (in thousands): December 31, 2020 2019 Internal-use software $ 103,041 $ 75,781 Less: accumulated amortization (64,285) (44,787) Total internal-use software, net $ 38,756 $ 30,994 The Company capitalized internal-use software development costs of $25.8 million, $21.9 million and $22.2 million during the years ended December 31, 2020, 2019 and 2018, respectively. Total amortization expense associated with its capitalized internal-use software development costs for the years ended December 31, 2020, 2019 and 2018 was $18.7 million, $21.1 million and $13.1 million, respectively. Due to the removal of Royal Charm Slots from all platforms as described in Note 9, the Company reevaluated the associated useful lives which resulted in accelerated amortization of $4.7 million for the year ended December 31, 2019. In 2018, the Company cancelled the development of a game which was written down to its carrying value of zero. As a result, the Company recognized a loss on disposal of $1.3 million which is included within “General and administrative” expenses in the Consolidated Statements of Operations for the year ended December 31, 2018. In connection with the cancellation and as further discussed in Note 8, the Company also accrued a termination fee of $2.0 million as of December 31, 2018. There were no write-offs or impairment charges recorded for the years ended December 31, 2020, 2019 and 2018. The aggregate amortization expense for internal-use software, net is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 9—GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had $5.1 million in goodwill as of Mach 31, 2021 and December 31, 2020. There were no business combinations during the three months ended March 31, 2021 and 2020. There were no indicators of impairment as of March 31, 2021 and December 31, 2020. Intangible Assets’ The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill: March 31, 2021 December 31, 2020 Gross Net Gross Carrying Accumulated Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (550) $ 450 $ 1,000 $ (500) $ 500 Trade names 1,240 (1,178) 62 1,240 (1,116) 124 2,240 (1,728) 512 2,240 (1,616) 624 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,728) $ 1,512 $ 3,240 $ (1,616) $ 1,624 Intangible assets consist of trade names and long-term license agreements with various third parties as described in Note 2 to the consolidated financial statements. As further described in Note 4 to the consolidated financial statements, the MGM Marketing Agreement is an indefinite-lived intangible asset, which provides the Company with the exclusive rights to feature MGM’s intellectual property in the Company’s games subject to automatic renewal provisions described in Note 4. The weighted-average period remaining until the next renewal is 0.3 years as of March 31, 2021. The Company is reasonably certain that it will renew the Marketing Agreement. The aggregate amortization expense for amortizable intangible assets is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the three months ended March 31, 2021 and 2020, amortization was $0.1 million and $0.4 million, respectively. There were no impairment charges for intangible assets during the three months ended March 31, 2021 and 2020. As of March 31, 2021, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows: Projected Amortization Year Ending December 31, Expense Remainder of 2021 $ 212 2022 200 2023 100 2024 — 2025 — Total $ 512 | NOTE 7—GOODWILL AND INTANGIBLE ASSETS Goodwill In 2016, the Company acquired the assets of Scene 53, Limited, an Israeli mobile games developer (the “Acquisition”) together with the employees of the company. The Acquisition was accounted for as a business combination. In connection with the Acquisition, the Company recognized $5.1 million in goodwill. The carrying value of the goodwill remained at $5.1 million as of December 31, 2020 and 2019. There were no business combinations for the years ended December 31, 2020, 2019 and 2018. During the fourth quarter of fiscal 2020, 2019 and 2018 the Company performed its annual goodwill impairment test by performing a qualitative assessment for its single reporting unit. Based on the assessment, the Company concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and as a result, did not proceed to further impairment testing. There were no impairment charges for goodwill for the years ended December 31, 2020, 2019 and 2018. Intangible Assets The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill (in thousands): December 31, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (500) $ 500 $ 3,500 $ (2,550) $ 950 Trade names 1,240 (1,116) 124 1,240 (868) 372 2,240 (1,616) 624 4,740 (3,418) 1,322 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,616) $ 1,624 $ 5,740 $ (3,418) $ 2,322 Intangible assets consist of trade names and long-term license agreements with various third parties as described in Note 2 to the consolidated financial statements. As further described in Note 4 to the consolidated financial statements, the MGM Marketing Agreement is an indefinite-lived intangible asset, which gives us the exclusive rights to feature MGM’s intellectual property in the Company’s games subject to automatic renewal provisions described in Note 4. The weighted-average period remaining until the next renewal is 0.54 years as of December 31, 2020. The Company is reasonably certain that it will renew the Marketing Agreement. The aggregate amortization expense for amortizable intangible assets is reflected in “Depreciation and amortization” in the Consolidated Statements of Operations. During the years ended December 31, 2020, 2019 and 2018, amortization was $0.7 million, $1.4 million and $1.2 million, respectively. There were no impairment charges for intangible assets for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows (in thousands): Projected Amortization Year Ending December 31, Expense 2021 $ 324 2022 200 2023 100 2024 — 2025 — Total $ 624 |
ACCRUED LIABILITIES_2
ACCRUED LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
ACCRUED LIABILITIES | NOTE 10 —ACCRUED LIABILITIES Accrued liabilities consist of the following: March 31, 2021 December 31, 2020 MGM profit share buyout $ 20,000 $ 20,000 Accrued payroll and vacation 5,847 4,860 Accrued liability to fund note receivable 2,500 — Other accruals 4,265 4,229 Total accrued liabilities $ 32,612 $ 29,089 MGM Profit Share Buyout As further described in Note 4 to consolidated financial statements, in October 2020, the Company and MGM agreed to amend the Marketing Agreement to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. As the Company expects the payment to occur within one year, the Company recorded an accrual for the one-time payment within accrued liabilities. Accrued Liability to Fund Note Receivable On March 29, 2021, the Company entered into a promissory note agreement with a third-party game developer in which the Company agreed to lend the developer $2.5 million. Other Accruals Other accruals include various expenses for accrued accounts payable, deferred rent, accrued legal and accounting services, accrued royalties, accrued property and equipment, accrued advertising, and income taxes payable. | NOTE 8—ACCRUED LIABILITIES Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 MGM Profit Share Buyout $ 20,000 $ — Accrued payroll and vacation 4,860 2,915 Accrued royalties 100 1,389 Other accruals 2,657 1,013 Accrued advertising 534 297 Income taxes payable 655 707 Accrued property and equipment 283 196 Total accrued liabilities $ 29,089 $ 6,517 Accrued Royalties Accrued royalties are mostly composed of the short-term minimum guaranteed amount of royalties due to a long-term license agreement with a third party. Refer to Note 2—”License Agreements & Minimum Guarantees” and Note 12—”Minimum Guarantee Liability” for further details. MGM Profit Share Buyout As further described in Note 4 to consolidated financial statements, in October 2020, the Company and MGM agreed to amend the Marketing Agreement to terminate the profit share provision. In exchange, the Company agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Investment, or (iii) two years from the date of the MGM Amendment. As the Company expects the payment to occur within one year, the Company recorded an accrual for the one-time payment within accrued liabilities. Other Accruals Other accruals include various expenses for accrued accounts payable and deferred rent. |
REVENUE FROM CONTRACTS WITH C_7
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 11—REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the Company’s revenue disaggregated by type: Three Months Ended March 31, 2021 2020 Virtual currency (over time)(1) $ 73,226 $ 58,168 Advertising (point in time) 871 134 Total net revenue $ 74,097 $ 58,302 (1) Virtual currency revenue is recognized over the estimated consumption period. The following table summarizes the Company’s revenue disaggregated by geography: Three Months Ended March 31, 2021 2020 United States $ 64,074 $ 49,152 All other countries 10,023 9,150 Total net revenue $ 74,097 $ 58,302 Contract Balances Contract assets represent the Company’s ability to bill customers for performance obligations completed under a contract. As of March 31, 2021 and December 31, 2020, there were no contract assets recorded in the Company’s Consolidated Balance Sheets. The deferred revenue balances related to the purchase of virtual currency was $0 as of March 31, 2021 and December 31, 2020. The opening and closing balance of trade receivables is further described in Note 5. | NOTE 9—REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the Company’s revenue disaggregated by type: Year Ended December 31, 2020 2019 2018 Virtual currency (over time)(1) $ 268,137 $ 231,726 $ 193,849 Advertising (point in time) 1,745 383 356 Other (over time)(2) — 7,312 1,294 Total net revenue $ 269,882 $ 239,421 $ 195,499 (1) Virtual currency revenue is recognized over the estimated consumption period. (2) Amounts classified as Other primarily represent the release of deferred revenue under the King Agreement. The following table summarizes the Company’s revenue disaggregated by geography: Year Ended December 31, 2020 2019 2018 United States $ 228,568 $ 200,418 $ 162,135 All other countries 41,314 39,003 33,364 Total net revenue $ 269,882 $ 239,421 $ 195,499 Contract Balances The following table provides information about receivables and contract liabilities from contracts with customers (in thousands): December 31, 2020 2019 Contract receivables, included in Receivables $ 16,616 $ 14,249 Receivables represent amounts due to the Company from social and mobile platform operators, including Apple, Google, Amazon and Facebook. Receivables are recorded when the right to consideration becomes unconditional. No allowance for doubtful accounts was considered necessary as of December 31, 2020 and 2019. Contract assets represent the Company’s ability to bill customers for performance obligations completed under a contract. As of December 31, 2020 and 2019, there were no contract assets recorded in the Company’s consolidated balance sheet. The deferred revenue balances related to the purchase of virtual currency was $0 as of December 31, 2020 and 2019. Deferred Revenue As part of the King Agreement referenced in Note 4 to consolidated financial statements, the Company received quarterly cash advances for development costs during 2017 and 2018 according to the initial development budget and subsequent updates to the budget as defined in the King Agreement. According to this agreement, once the game was published and operational, the Company would be reimbursed for its operating expenses and would earn a portion of the game’s operating profit. Therefore, the Company deferred all advances received until revenue was recognizable after the game launches. In June 2019, the Company executed a wind down agreement with King to remove the Royal Charm Slots branded game from all platforms in July 2019 which also terminated the original King Agreement. In July 2019, the Company remitted $67 thousand to King for the liquidation value of hardware previously acquired during development. Since the game launched in June 2018, the Company recognized $7.3 million and $1.3 million in revenue for the years ended December 31, 2019 and 2018, respectively. Concentration of Credit Risk As of December 31, 2020, Apple, Inc. and Google, Inc. accounted for 48.9% and 42.7% of the Company’s total receivables, respectively, while as of December 31, 2019, Apple, Inc. and Google, Inc. accounted for 46% and 43% of the Company’s total receivables, respectively. As of December 31, 2020 and 2019, the Company did not have any additional counterparties that exceeded 10% of the Company’s net accounts receivable. |
LONG-TERM DEBT_2
LONG-TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
LONG-TERM DEBT | NOTE 12—LONG-TERM DEBT Private Venture Growth Capital Loans On March 27, 2020, the Company entered into an agreement for a revolving credit facility (the “Revolver”) with Silicon Valley Bank (“SVB”). The Revolver is secured by the assets including intellectual property of the Company and matures on September 27, 2022. Borrowings under the Revolver may be borrowed, repaid and re-borrowed by the Company, and are available for working capital, general corporate purposes and permitted acquisitions. Up to $3.0 million of the Revolver may be used for letters of credit. The Revolver bears interest at a variable rate at the Company’s option of either (i) the Prime Rate (as defined) minus a margin ranging from 0.25% to 0.75% or (ii) LIBOR plus a margin ranging from 2.25% to 2.75%. LIBOR will be subject to a floor of 0%, and the Prime Rate will be subject to a floor of 3.25%. The applicable margins for each rate are determined by reference to a pricing grid based on the Company’s Total Leverage Ratio. The Revolver includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants. Specific financial covenants include the following: m. Minimum Liquidity of $7.5 million n. Maximum Total Leverage Ratio of 2.25 to 1.00 o. Minimum Interest Coverage Ratio of 4.00 to 1.00 At issuance, the Company capitalized $0.2 million in debt issuance costs. As of March 31, 2021 the Company has not made any drawdowns on the Revolver. | NOTE 10—LONG-TERM DEBT Private Venture Growth Capital Loans On March 27, 2020, the Company entered into an agreement for a revolving credit facility (the “Revolver”) with Silicon Valley Bank (“SVB”). The Revolver is secured by the assets including intellectual property of the Company and matures on September 27, 2022. Borrowings under the Revolver may be borrowed, repaid and re-borrowed by the Company, and are available for working capital, general corporate purposes and permitted acquisitions. Up to $3.0 million of the Revolver may be used for letters of credit. The Revolver bears interest at a variable rate at the Company’s option of either (i) the Prime Rate (as defined) minus a margin ranging from 0.25% to 0.75% or (ii) LIBOR plus a margin ranging from 2.25% to 2.75%. LIBOR will be subject to a floor of 0%, and the Prime Rate will be subject to a floor of 3.25%. The applicable margins for each rate are determined by reference to a pricing grid based on the Company’s Total Leverage Ratio. The Revolver includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants. Specific financial covenants include the following: a. Minimum Liquidity of $7.5 million b. Maximum Total Leverage Ratio of 2.25 to 1.00 c. Minimum Interest Coverage Ratio of 4.00 to 1.00 At issuance, the Company capitalized $0.2 million in debt issuance costs. As of December 31, 2020 the Company has not made any drawdowns on the Revolver. |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
INCOME TAXES | NOTE 13 —INCOME TAXES The Company recorded an income tax expense of $1.3 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. The Company computes its quarterly income tax provision by applying a forecasted annual effective tax rate to income before income taxes. Any discrete items arising during the quarter are adjusted to the provision. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is subject to examination for both US federal and state tax returns for the years 2012 to present as a result of the Company’s net operating loss carryforwards, which were utilized in the 2016 and later tax years. In June 2020, the Company was notified by the Internal Revenue Service that the Company’s federal income tax return for the tax year ended December 31, 2017 is under examination. In late 2019, the Company was notified by the Israel Tax Authority that the Company’s Israel tax returns for the tax years ended December 31, 2016 through 2018 are under examination. The tax year 2019 remains open to examination under the statute of limitations by the Israel Tax Authority for Israel. The tax years starting from 2016 remain open to examination by the Hong Kong Inland Revenue Department for Asia. The Company has analyzed filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns and for all open tax years. The Company believes that its income tax filing positions and deductions will be sustained upon audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense. | NOTE 11—INCOME TAXES As of December 31, 2020, unremitted earnings in foreign subsidiaries are indefinitely reinvested. Should these earnings be distributed in the future in the form of dividends or otherwise, the Company would be subject to withholding taxes payable to various jurisdictions. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries, but it could be subject to foreign withholding tax and U.S. state income taxes. Effective January 1, 2020, Israel made a check-the-box election to be treated as a disregarded entity for U.S. federal income tax purposes, resulting in discrete tax adjustments to the Company’s provision. Income before income taxes by tax jurisdiction consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 8,738 $ 11,164 $ 4,696 Foreign 2,398 6,425 1,090 Total $ 11,136 $ 17,589 $ 5,786 Provision for current and deferred income taxes consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current tax expense: Federal $ 945 $ 241 $ 708 State 297 720 90 Foreign 791 665 259 2,033 1,626 1,057 Deferred tax expense (benefit): Federal (3,045) 1,997 1,527 State (748) 55 (322) Foreign 89 297 702 (3,704) 2,349 1,907 Income tax expense (benefit) $ (1,671) $ 3,975 $ 2,964 The difference between the actual rate and the federal statutory rate was as follows: Year Ended December 31, 2020 2019 2018 Statutory rate 21.0 % 21.0 % 21.0 % Foreign provision (0.3) (6.5) 10.2 State/province income tax 0.1 5.6 5.6 Stock compensation (19.2) 7.5 40.1 Other effects of check-the-box election (6.2) 0.2 — Research credit (11.5) (5.9) (24.1) Adjustment to carrying value (4.0) (0.3) (0.9) Foreign tax credit (9.1) (0.7) — Valuation allowance 9.0 — — Foreign-derived intangible income deduction (FDII) (2.7) (1.1) (3.4) Non-deductible expenses-other 2.4 2.0 3.6 Foreign branch income 4.5 1.0 — Other 1.0 (0.2) (0.9) Effective tax rate (15.0) % 22.6 % 51.2 % Deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred tax assets: Tax credits $ 6,882 $ 3,856 Accrued liabilities 5,576 486 Stock compensation 1,457 365 Intangibles — 40 Deferred rent 74 78 Other 276 234 Total gross deferred tax assets 14,265 5,059 December 31, 2020 2019 Less: Valuation allowance (1,002) — Total deferred tax asset 13,263 5,059 Deferred tax liabilities: Intangibles 185 — Property and equipment 12,457 8,123 Prepaid taxes 482 365 Total deferred tax liabilities 13,124 8,488 Deferred tax asset (liability), net $ 139 $ (3,429) The Company had $2.9 million of California research credit carryforwards as of December 31, 2020, which may be carried forward indefinitely to reduce future California income taxes payable. The Company also had $0.5 million of Texas research credit carryforwards as of December 31, 2020, which may be carried forward for 20 years and will expire starting in 2037. As of December 31, 2020, the Company had a deferred tax asset recorded on the balance sheet of approximately $3.4 million related to foreign tax credits, of which $2.6 million are associated with future income from Asia and Israel. Foreign tax credits can be carried forward to offset future U.S. taxable income subject to certain limitations for a period of 10 years. Foreign tax credits of $0.8 million will expire in 2030. As of December 31, 2020, the Company had a valuation allowance related to the foreign tax credit deferred tax asset of $1.0 million, due to the uncertainty of future foreign source taxable income, primarily due to projected tax deductions associated with future exercises of non-qualified stock options. In making such determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, projected future foreign source income, tax planning strategies and recent financial operations. These assumptions required significant judgment about the forecasts of future taxable and foreign source income. The following is a tabular reconciliation of the total amounts of deferred tax asset valuation allowance (in thousands): December 31, 2020 2019 Balance at beginning of period $ — $ — Charged to provision for income taxes 1,002 — Other — — Balance at end of period $ 1,002 $ — The Company has analyzed filing positions in all of the federal, state and foreign jurisdictions where it is required to file income tax returns and for all open tax years. The Company believes that its income tax filing positions and deductions will be sustained upon audit and does not anticipate any adjustments that will result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company is subject to examination for both U.S. federal and state tax returns for the years 2012 to present as a result of the Company’s net operating loss carryforwards, which were utilized in the 2016 and later tax years. In June 2020, the Company was notified by the Internal Revenue Service that the Company’s federal income tax return for the tax year ended December 31, 2017 is under examination. In late 2019, the Company was notified by the Israel Tax Authority that the Company’s Israel tax returns for the tax years ended December 31, 2016 through 2018 are under examination. The tax year 2019 remains open to examination under the statute of limitations by the Israel Tax Authority for Israel. The tax years starting from 2016 remain open to examination by the Hong Kong Inland Revenue Department for Asia. |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 9, 2020, the underwriter’s partially exercised their over-allotment option to purchase an additional 1,525,000 Units, at a price of $10.00 per Unit, and forfeited the remaining option to purchase additional Units. The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | ||
OLD PlayStudios, Inc. | |||
COMMITMENTS AND CONTINGENCIES | NOTE 14—COMMITMENTS AND CONTINGENCIES Minimum Guarantee Liability The following are the Company’s total minimum guaranteed obligations as of the years ended: March 31, December 31, 2021 2020 Accrued royalties(1) $ 150 $ 100 Minimum guarantee liability 250 300 Total minimum guarantee obligations $ 400 $ 400 Weighted-average remaining term (in years) 2.25 2.50 (1) Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. The following are the Company’s remaining expected future payments of minimum guarantee obligations as of March 31, 2021: Minimum Guarantee Year Ending December 31, Obligations Remainder of 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 Leases The Company leases both office space and office equipment and classifies these leases as either operating or capital leases for accounting purposes based upon the terms and conditions of the individual lease agreements. As of March 31, 2021 and December 31, 2020, all leases were classified as operating leases and expire at various dates through 2024, with certain leases containing renewal option periods of two to five years at the end of the current lease terms. The Company’s future minimum rental commitments as of March 31, 2021, are as follows: Minimum Rental Year Ending December 31, Commitments Remainder of 2021 $ 3,474 2022 3,172 2023 1,143 2024 429 2025 — Total $ 8,218 Certain lease agreements have rent escalation provisions over the lives of the leases. The Company recognizes rental expense based on a straight-line basis over the term of the leases. Rental expense was $1.2 million and $1.1 million during the three months ended March 31, 2021 and 2020, respectively, which is included within “General and administrative” expenses in the Consolidated Statements of Operations. Other The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is reasonably probable and an amount can be reasonably estimated. The Company does not expect the outcome of any pending litigation to have a material effect on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. | NOTE 12—COMMITMENTS AND CONTINGENCIES Minimum Guarantee Liability The following are the Company’s total minimum guaranteed obligations as of the years ended (in thousands): December 31, 2020 2019 Accrued royalties(1) $ 100 $ 1,100 Minimum guarantee liability 300 500 Total minimum guarantee obligations $ 400 $ 1,600 Weighted-average remaining term (in years) 2.50 3.53 (1) Accrued royalties are included within the Accrued liabilities line item on the consolidated balance sheet. The following are the Company’s remaining expected future payments of minimum guarantee obligations as of December 31, 2020 (in thousands): Minimum Guarantee Year Ending December 31, Obligations 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 Leases The Company leases both office space and office equipment and classifies these leases as either operating or capital leases for accounting purposes based upon the terms and conditions of the individual lease agreements. As of December 31, 2020 and 2019, all leases were classified as operating leases and expire at various dates through 2024, with certain leases containing renewal option periods of two to five years at the end of the current lease terms. The Company’s future minimum rental commitments as of December 31, 2020, are as follows (in thousands): Minimum Rental Year Ending December 31, Commitments 2021 $ 4,667 2022 3,221 2023 1,160 2024 430 2025 — Total $ 9,478 Certain lease agreements have rent escalation provisions over the lives of the leases. The Company recognizes rental expense based on a straight-line basis over the term of the leases. Rental expense was $4.7 million, $4.3 million and $3.8 million for the years ended December 31, 2020, 2019 and 2018, respectively, which is included within “General and administrative” expenses in the Consolidated Statements of Operations. Other The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is reasonably probable and an amount can be reasonably estimated. The Company does not expect the outcome of any pending litigation to have a material effect on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,949,428 and 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 18,575,572 and 17,950,991 Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 7. SHAREHOLDERS’ EQUITY (Restated) Preferred Shares —The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 17,950,991 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B Ordinary Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. | |
OLD PlayStudios, Inc. | |||
STOCKHOLDERS' EQUITY | NOTE 15 —STOCKHOLDERS’ EQUITY Common Stock As of March 31, 2021, the Company was authorized to issue 506,000,000 shares of common stock. The company had 241,347,089 and 238,186,070 shares of common stock issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. Subject to the prior rights of the holders of preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the board of directors. Each holder of common stock is entitled to one vote for each share of common stock held. After the full preferential amounts due, the holders of all preferred stock have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights and neither is subject to redemption. The Company’s common stock is not convertible into any other shares of the Company’s capital stock. Preferred Stock As of March 31, 2021 and December 31, 2020, the Company’s preferred stock consisted of: Annual Noncumulative Liquidation Conversion Dividend Shares Price Price Rights Series Outstanding Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 Voting Rights and Dividends Each holder of preferred stock is entitled to a number of votes equal to the number of whole shares of common stock into which such holder’s shares are convertible as defined in the Company’s sixth amended and restated certificate of incorporation (the “certificate of incorporation”). The holders of outstanding preferred stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, additional dividends or distributions are distributed to all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held on an “as converted” basis. Through March 31, 2021, no dividends have been declared or paid. Liquidation In the event of a liquidation event (as defined in the certificate of incorporation), the assets and funds of the Company available for distribution to stockholders in connection with such liquidation event are distributed as follows: The holders of outstanding shares of Series B preferred stock, Series C preferred stock and Series C‑1 preferred stock (the “First Liquidation Group”) shall be entitled to receive, on a pari passu basis, out of the assets of the Company available for distribution to its stockholders, before any payment is made in respect of the Company’s Series A preferred stock and common stock, their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the First Liquidation Group, then the entire assets available for distribution to stockholders are distributed to the First Liquidation Group on a pro rata basis. After the First Liquidation Group has been paid or set aside, the holders of outstanding shares of Series A preferred stock is entitled to receive their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution before any payment is made in respect of the Company’s common stock. If the assets of the Company legally available for distribution after payment to the First Liquidation Group are insufficient to permit the payment of the full preferential amount, then the entire remaining assets after distribution to the First Liquidation Group are distributed to the holders of the Series A preferred stock, ratably in proportion to the full preferential amount they would have otherwise been entitled to receive. Notwithstanding the above, for purposes of determining the amount each holder of preferred stock is entitled to receive with respect to a liquidation event, each such holder shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of preferred stock into shares of common stock immediately prior to the liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of preferred stock into shares of common stock. If any such holder shall be deemed to have converted shares of preferred stock into common stock, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of preferred stock that have not converted (or have not been deemed to have converted) into shares of common stock. Preemptive or Similar Rights Preferred stockholders who are classified as a major investor (as defined in the Company’s second amended and restated investor rights agreement) are entitled to certain preemptive rights. A major investor is defined as any preferred stockholder with outstanding shares of registrable securities with an original aggregate paid purchase price of at least $500,000 and who is not deemed to be a competitor of the Company. Registrable securities means (a) the shares of common stock issuable or issued upon conversion of the preferred stock and (b) any other shares of common stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such shares. If the Company decides to issue additional shares of capital stock, options, warrants, convertible securities or rights to purchase capital stock of the Company (the “Additional Shares”), then the Company shall, in writing, inform each major investor of the proposed terms of such issuance and each major investor, subject to applicable federal and state securities laws, shall be entitled and may elect at the time of each such proposed issuance to purchase up to the portion of the Additional Shares offered equal to the product of (i) that percentage of the preferred stock then held by all major investors that is then held by such major investor immediately prior to the proposed issuance of Additional Shares, multiplied by (ii) the total amount of Additional Shares being sold by the Company. Preferred stock is not subject to redemption. Conversion The holders of the preferred stock shall have conversion rights as follows: Right to Convert: Each share of preferred stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of common stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively. Automatic Conversion: Each share of preferred stock shall automatically be converted into fully paid and nonassessable shares of common stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then- outstanding shares of preferred stock or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $1.22 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $25,000,000. Warrants to Purchase Preferred Stock As of March 31, 2021 and December 31, 2020, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Exercise Warrant Series Outstanding Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 As of March 31, 2021 and December 31, 2020, Series A, C‑1 and C warrants are exercisable at the option of the holder. Of the 2.6 million Series B warrants that are outstanding as of March 31, 2021, 1.3 million are exercisable as of March 31, 2021 and December 31, 2020, and the remainder are contingently exercisable only upon an event such as a change in control or an initial public offering (“IPO”). As of March 31, 2021 and December 31, 2020, the weighted-average exercise price of all warrants was approximately $0.26 per warrant. As of March 31, 2021, the weighted-average remaining contractual term of the warrants is 3.0 years. The aggregate intrinsic value was approximately $8.3 million and $6.6 million as of March 31, 2021 and December 31, 2020, respectively. There were no exercises during the three months ended March 31, 2021 and 2020. Change in Control In the event of a change in control or an IPO, all Series A and B outstanding warrants will be automatically exercised, without any additional payments by the warrant holders, for a number of preferred shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable had the warrant holders elected to exercise the warrants immediately prior to the closing of such change in control or an IPO. Additionally, all Series C and C‑1 outstanding warrants will be automatically exercised, without any additional payments by the warrant holders unless the net proceeds per share price for one share of preferred stock or IPO price of the company is greater than or equal to three times the exercise price of such warrants, in which case, the warrant holders would be required to pay the exercise price that would be otherwise payable upon a normal exercise of the warrants. Under the terms of the warrant agreements, an acquisition of the Company directly or indirectly by a blank check company, special purpose acquisition company or equivalent entity qualifies as an IPO. Accumulated Other Comprehensive Income The following table shows a summary of changes in accumulated other comprehensive income from December 31, 2019 to March 31, 2020 and December 31, 2020 to March 31, 2021: Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (296) (296) Balance as of March 31, 2021 $ 185 $ 185 Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation (55) (55) Balance as of March 31, 2020 $ 43 $ 43 | NOTE 13—STOCKHOLDERS’ EQUITY Forward Stock Split The Company’s board of directors approved a two-for-one forward stock split of the Company’s outstanding preferred stock and common stock, which was effected on February 27, 2019. Upon the effectiveness of the forward stock split, each share of issued and outstanding preferred stock and common stock was split into two issued and outstanding shares of preferred stock and common stock, respectively, with the par value per share reduced by half. All share and per share amounts for preferred and common stock, including stock options and other equity instruments, have been retroactively restated in the accompanying consolidated financial statements and notes thereto for all periods presented to reflect the forward stock split. Common Stock As of December 31, 2020, the Company was authorized to issue 506,000,000 shares of common stock. The company had 238,186,070 and 225,490,157 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively. Subject to the prior rights of the holders of preferred stock, the holders of common stock are entitled to receive dividends out of the funds legally available at the times and in the amounts determined by the board of directors. Each holder of common stock is entitled to one vote for each share of common stock held. After the full preferential amounts due, the holders of all preferred stock have been paid or set aside, the remaining assets of the Company available for distribution to its stockholders, if any, are distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each such holder. None of the Company’s common stock is entitled to preemptive rights and neither is subject to redemption. The Company’s common stock is not convertible into any other shares of the Company’s capital stock. Stock Repurchases As further discussed in Note 14, the Company exercised its right of first refusal to repurchase 3.6 million, 9.6 million and 2.1 million shares of the Company’s common stock during the years ended December 31, 2020, 2019 and 2018, respectively. All shares of common stock repurchased were immediately retired. Preferred Stock From July 2011 through June 2014, the Company raised approximately $33.7 million of capital contributions through three preferred stock financings in PlayStudios, Inc. The Company’s four classes of preferred stock are: Class A preferred stock, Class B preferred stock, Class C‑1 preferred stock and Class C preferred stock (collectively, the “preferred stock”). As of December 31, 2020 and 2019, the Company’s preferred stock consisted of: Annual Shares Noncumulative Outstanding Liquidation Conversion Price Dividend Rights Series (In Thousands) Price Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 Voting Rights and Dividends Each holder of preferred stock is entitled to a number of votes equal to the number of whole shares of common stock into which such holder’s shares are convertible as defined in the Company’s sixth amended and restated certificate of incorporation (the “certificate of incorporation”). The holders of outstanding preferred stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, additional dividends or distributions are distributed to all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held on an “as converted” basis. Through December 31, 2020, no dividends have been declared or paid. Liquidation In the event of a liquidation event (as defined in the certificate of incorporation), the assets and funds of the Company available for distribution to stockholders in connection with such liquidation event are distributed as follows: The holders of outstanding shares of Series B preferred stock, Series C preferred stock and Series C‑1 preferred stock (the “First Liquidation Group”) shall be entitled to receive, on a pari passu basis, out of the assets of the Company available for distribution to its stockholders, before any payment is made in respect of the Company’s Series A preferred stock and common stock, their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the First Liquidation Group, then the entire assets available for distribution to stockholders are distributed to the First Liquidation Group on a pro rata basis. After the First Liquidation Group has been paid or set aside, the holders of outstanding shares of Series A preferred stock is entitled to receive their liquidation price per share, plus all declared and unpaid dividends thereon to the date fixed for such distribution before any payment is made in respect of the Company’s common stock. If the assets of the Company legally available for distribution after payment to the First Liquidation Group are insufficient to permit the payment of the full preferential amount, then the entire remaining assets after distribution to the First Liquidation Group are distributed to the holders of the Series A preferred stock, ratably in proportion to the full preferential amount they would have otherwise been entitled to receive. Notwithstanding the above, for purposes of determining the amount each holder of preferred stock is entitled to receive with respect to a liquidation event, each such holder shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of preferred stock into shares of common stock immediately prior to the liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of preferred stock into shares of common stock. If any such holder shall be deemed to have converted shares of preferred stock into common stock, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of preferred stock that have not converted (or have not been deemed to have converted) into shares of common stock. Preemptive or Similar Rights Preferred stockholders who are classified as a major investor (as defined in the Company’s second amended and restated investor rights agreement) are entitled to certain preemptive rights. A major investor is defined as any preferred stockholder with outstanding shares of registrable securities with an original aggregate paid purchase price of at least $500,000 and who is not deemed to be a competitor of the Company. Registrable securities means (a) the shares of common stock issuable or issued upon conversion of the preferred stock and (b) any other shares of common stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such shares. If the Company decides to issue additional shares of capital stock, options, warrants, convertible securities or rights to purchase capital stock of the Company (the “Additional Shares”), then the Company shall, in writing, inform each major investor of the proposed terms of such issuance and each major investor, subject to applicable federal and state securities laws, shall be entitled and may elect at the time of each such proposed issuance to purchase up to the portion of the Additional Shares offered equal to the product of (i) that percentage of the preferred stock then held by all major investors that is then held by such major investor immediately prior to the proposed issuance of Additional Shares, multiplied by (ii) the total amount of Additional Shares being sold by the Company. Preferred stock is not subject to redemption. Conversion The holders of the preferred stock shall have conversion rights as follows: Right to Convert: Each share of preferred stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of common stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively. Automatic Conversion: Each share of preferred stock shall automatically be converted into fully paid and nonassessable shares of common stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then- outstanding shares of preferred stock or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $1.22 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $25,000,000. Warrants to Purchase Preferred Stock. As of December 31, 2020 and 2019, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Outstanding Warrant Series (In Thousands) Exercise Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 As of December 31, 2020 and 2019, Series A, C‑1 and C warrants are exercisable at the option of the holder. Of the 2.6 million Series B warrants that are outstanding as of December 31, 2020, 1.3 million are exercisable as of December 31, 2020 and 2019, and the remainder are contingently exercisable only upon an event such as a change in control or an initial public offering (“IPO”). As of December 31, 2020 and 2019, the weighted-average exercise price of all warrants was approximately $0.26 per warrant. As of December 31, 2020, the weighted-average remaining contractual term of the warrants is 3.3 years. The aggregate intrinsic value was approximately $6.6 million and $2.6 million as of December 31, 2020 and 2019, respectively. There were no exercises during the years ended December 31, 2020, 2019 and 2018. Change in Control In the event of a change in control or an IPO, all Series A and B outstanding warrants will be automatically exercised, without any additional payments by the warrant holders, for a number of preferred shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable had the warrant holders elected to exercise the warrants immediately prior to the closing of such change in control or an IPO. Additionally, all Series C and C‑1 outstanding warrants will be automatically exercised, without any additional payments by the warrant holders unless the net proceeds per share price for one share of preferred stock or IPO price of the company is greater than or equal to three times the exercise price of such warrants, in which case, the warrant holders would be required to pay the exercise price that would be otherwise payable upon a normal exercise of the warrants. Under the terms of the warrant agreements, an acquisition of the Company directly or indirectly by a blank check company, special purpose acquisition company or equivalent entity qualifies as an IPO. Accumulated Other Comprehensive Income (Loss) The following table shows a summary of changes in accumulated other comprehensive income (loss) from December 31, 2017 to December 31, 2020 (in thousands): Total Accumulated Currency Other Translation Comprehensive Adjustment Income (Loss) Balance as of December 31, 2018 $ (81) $ (81) Foreign currency translation gain 179 179 Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation gain 383 383 Balance as of December 31, 2020 $ 481 $ 481 Noncontrolling Interest As described in Note 4, prior to December 3, 2018, Resorts World was entitled to 10.4% of voting power in International, based upon their equity contributions, resulting in a noncontrolling interest for the Company (“NCI”). In addition, Resorts World was entitled to an allocation of net and comprehensive income of International based on the preferred stock’s stated dividend and liquidation rights. Since International has incurred losses since its inception, net and comprehensive losses of International were not allocated to Resorts World’s noncontrolling interest. As a result, the noncontrolling interest balance was equal to its liquidation preference of $8 million immediately prior to the transaction described below. On December 3, 2018, PlayStudios, Inc. purchased Resorts World’s entire interest in International for $2 million in cash and the issuance of 1.1 million shares of PlayStudios, Inc.’s common stock at $0.335 per share based on the most recent third-party valuation at the time of the transaction. The purchase was accounted for as an equity transaction in accordance with ASC 810, Consolidation. Accordingly, the noncontrolling interest in the consolidated subsidiary was reduced to zero, and the deemed contribution representing the excess carrying value of the noncontrolling interest over the fair value of the purchase price paid was recorded as additional paid-in capital. |
STOCK-BASED COMPENSATION_2
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
STOCK-BASED COMPENSATION | NOTE 16—STOCK-BASED COMPENSATION 2011 Omnibus Stock and Incentive Plan (the “Plan”) On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan. Through March 31, 2021, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5.9 million shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered. The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown: Three Months Ended March 31, 2021 2020 Selling and marketing $ 21 $ 24 General and administrative 383 263 Research and development 496 338 Stock-based compensation expense $ 900 $ 625 Capitalized stock-based compensation expense $ 209 $ 162 Stock Options All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the acquisition of Israel, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted-average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. During the year ended December 31, 2020, the majority of performance-based stock options were exercised, resulting in 0.1 million options outstanding as of March 31, 2021. The following is a summary of stock option activity for time-based and performance-based options during the three months ended March 31, 2021 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Average Remaining Exercise Term Aggregate No. of Options Price (in Years) Intrinsic Value Outstanding - December 31, 2020 77,640 $ 0.20 Granted 550 1.83 Exercised (3,161) 0.26 Forfeited (695) 0.36 Expired (59) 0.32 Outstanding - March 31, 2021 74,275 0.21 6.9 $ 84,448 Unvested - March 31, 2021 36,467 0.18 8.1 42,426 Exercisable - March 31, 2021 37,808 0.23 5.6 42,022 The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Three Months Ended March 31, 2021 2020 Expected term (in years) Expected volatility % 58.45 % Risk-free interest rate range 0.54%-0.60 % 0.41%-0.47 % Dividend yield 0 % 0 % Grant-date fair value $ $ As of March 31, 2021, there was approximately $9.4 million of total unrecognized compensation expense related to stock options to employees, which is expected to be recognized over a remaining average period of 2.3 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the three months ended March 31, 2021 and 2020 was $4.9 million and $0.2 million, respectively. | NOTE 14—STOCK-BASED COMPENSATION 2011 Omnibus Stock and Incentive Plan (the “Plan”) On July 13, 2011, the Company approved the 2011 Omnibus Stock and Incentive Plan (the “Plan”). Under this Plan, the board of directors or a committee appointed by the board of directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock and other performance or value-based awards within parameters set forth in the Plan. Through December 31, 2020, the board of directors approved an aggregate of 149,150,000 shares available for awards under the Plan, of which 5,705,118 shares are still available for award. If any shares previously granted are forfeited, canceled, exchanged, or surrendered or if an award otherwise terminates or expires without a distribution of shares, the shares of stock with respect to such award are again available for award under the Plan, provided that in the case of restricted stock or other award to which dividends have been paid or accrued, the number of shares with respect to such awards are not available, unless such dividends are forfeited, canceled, exchanged, or surrendered. The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown (in thousands): Year Ended December 31, 2020 2019 2018 Selling and marketing $ 94 $ 85 $ 442 General and administrative 1,044 964 7,328 Research and development 2,381 4,835 3,132 Stock-based compensation expense $ 3,519 $ 5,884 $ 10,902 Capitalized stock-based compensation $ 605 $ 912 $ 1,405 The total income tax benefit recognized from stock-based compensation expense was $0.7 million, $0.1 million and $0.2 million during the year ended December 31, 2020, 2019 and 2018, respectively. In addition, the Company recognized an income tax benefit from the conversion of incentive stock options to non-qualified stock options in the amount of $0.1 million during the year ended December 31, 2019. Stock Options All of the options granted under the 2011 Omnibus Stock and Incentive Plan have time-based vesting periods vesting over a period of three to four years and a maximum term of 10 years from the grant date. Separate from the Plan, and in connection with the Acquisition mentioned in Note 7, a limited number of employees have been granted performance-based stock options. The Company awarded 4.2 million performance-based stock options in 2017. These options had vesting that was tied to the achievement of defined performance and profitability metrics. The performance-based stock options have a weighted- average grant-date fair value of $0.24 per share. The performance-based stock options fully vested in 2018. There were 3.6 million performance-based stock options outstanding as of December 31, 2019. During the year ended 2020, the majority of performance-based stock options were exercised, resulting in 53,820 options outstanding as of December 31, 2020. The following is a summary of stock option activity for time-based and performance-based options for the year ended December 31, 2020 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Aggregate Average Remaining Intrinsic No. of Options Exercise Price Term (in Years) Value Outstanding - December 31, 2019 91,300 $ 0.16 Granted 7,080 0.40 Exercised (16,314) 0.06 Forfeited (3,255) 0.33 Expired (1,171) 0.19 Outstanding - December 31, 2020 77,640 0.20 7.1 $ 88,615 Unvested - December 31, 2020 39,942 0.17 8.3 46,669 Exercisable - December 31, 2020 37,698 0.23 5.8 41,946 The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Year Ended December 31, 2020 2019 2018 Expected term (in years) Expected volatility % % % Risk-free interest rate range 0.24%-0.51 % 1.54%-2.59 % 2.77%-3.13 % Dividend yield 0 % 0 % 0 % Grant-date fair value $ $ $ As of December 31, 2020, there was approximately $10.5 million of total unrecognized compensation expense related to stock options to employees. As of December 31, 2020, this cost is expected to be recognized over a remaining average period of 2.4 years. The total intrinsic value of stock options exercised under the provisions of the Plan during the years ended December 31, 2020, 2019 and 2018 was $19.6 million, $1.2 million and $1.1 million, respectively. The income tax benefit recognized from the exercise of non-qualified stock options was $13.4 million and $0.1 million during the year ended December 31, 2020 and 2019, respectively. The income tax benefit recognized from disqualifying dispositions of incentive stock options was $0.1 million and $0.3 million during the year ended December 31, 2019 and 2018, respectively. Restricted Stock In 2018, the Company recorded $555 thousand of stock-based compensation expense in conjunction with the issuance of 1.8 million shares of restricted stock which vested immediately. There were no shares of restricted stock issued in 2020 or 2019. Repurchases and Sales of Company Stock Separate from the issuance of awards under the 2011 Omnibus Stock and Incentive Plan, the Company recorded stock-based compensation expense, net of amounts capitalized, related to repurchases and sales of common stock in which the purchase price was in excess of the fair value of such shares. Stock Repurchase During 2020, 2019 and 2018, the Company exercised its right of first refusal to repurchase shares of the common stock from its employees. The excess purchase price over the fair value of the common stock was recorded as stock-based compensation expense, net of amounts capitalized. Secondary Transactions During 2018, the Company assisted in the organization of a transaction between an economic interest holder in the entity and employees of the entity wherein the economic interest holder purchased shares of outstanding stock from employees. In the transaction, the economic interest holder paid a premium above the fair value of the shares. The excess purchase price over the fair value of common stock was recorded as compensation expense, net of amounts capitalized. The following table summarizes stock-based compensation expense related to stock repurchases and sales for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year Ended December 31, 2020 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 25 $ 25 $ — $ 25 Total $ 25 $ $ 25 Year Ended December 31, 2019 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 9,570 $ 2,881 $ 119 $ 3,000 Total $ 2,881 $ 119 $ 3,000 Year Ended December 31, 2018 Shares Expensed Capitalized Total Secondary transaction between employees and MGM 10,050 $ 6,485 $ 349 $ 6,834 Secondary transaction between employees and existing investors 6,128 2,040 190 2,230 Stock repurchase through exercise of right of first refusal 2,130 707 148 855 Total $ 9,232 $ 687 $ 9,919 |
NET INCOME PER SHARE_2
NET INCOME PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
NET INCOME PER SHARE | NOTE 17—NET INCOME PER SHARE Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common stock outstanding, including the potential dilutive securities. For the calculation of diluted net income per share, net income attributable to common stockholders is adjusted to reflect the potential effect of dilutive securities. The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Three Months Ended March 31, 2021 2020 Net income attributable to common stockholders-basic Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (4,000) (3,838) Net income attributable to common stockholders - basic $ 1,918 $ 1,654 Net income attributable to common stockholders-diluted Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (3,819) (3,763) Net income attributable to common stockholders - diluted $ 2,099 $ 1,729 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 239,946 236,367 Dilutive effect of weighted average Series A warrants 539 483 Dilutive effect of weighted average Series B warrants 1,167 715 Dilutive effect of weighted average Series C-1 warrants 1,938 936 Dilutive effect of weighted average Series C warrants 397 — Dilutive effect of weighted average stock options 61,020 25,822 Dilutive weighted average shares of common stock outstanding 305,007 264,323 Net income attributable to common stockholders per share Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their antidilutive effect: Three Months Ended March 31, 2021 2020 Series C warrants — 617 Series B warrants(2) 1,232 1,232 Stock options 885 20,053 (1) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. | NOTE 15—NET INCOME PER SHARE Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common stock outstanding, including the potential dilutive securities. For the calculation of diluted net income per share, net income attributable to common stockholders is adjusted to reflect the potential effect of dilutive securities. The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Year Ended December 31, 2020 2019 2018 Net income attributable to common stockholders-basic Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI — — 5,632 Income allocated to participating preferred stock (6,822) (7,174) (5,087) Net income attributable to common stockholders - basic $ 5,985 $ 6,440 $ 3,367 Net income attributable to common stockholders-diluted Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI(1) — — 5,632 Income allocated to participating preferred stock (6,387) (6,945) (4,977) Net income attributable to common stockholders - diluted $ 6,420 $ 6,669 $ 3,477 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 236,118,856 234,070,277 229,409,649 Dilutive effect of weighted average Series A warrants 509,959 466,040 452,308 Dilutive effect of weighted average Series B warrants 930,400 579,050 469,189 Dilutive effect of weighted average Series C-1 warrants 1,413,452 633,290 389,348 Dilutive effect of weighted average Series C warrants 142,960 — — Dilutive effect of weighted average stock options 43,951,931 19,704,926 17,459,421 Dilutive weighted average shares of common stock outstanding 283,067,558 255,453,583 248,179,915 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.01 Diluted $ 0.02 $ 0.03 $ 0.01 (1) As further discussed in Note 13, the Company purchased Resort World’s noncontrolling interest in International on December 3, 2018. The excess carrying value of the redeemed preferred stock over the fair value of the purchase price paid was treated as a deemed contribution. The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their anti-dilutive effect: Year Ended December 31, 2020 2019 2018 Series C warrants — 617,192 617,192 Series B warrants(2) 1,231,872 1,231,872 1,231,872 Stock options 340,000 27,796,684 36,020,008 (2) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
EMPLOYEE BENEFIT PLAN_2
EMPLOYEE BENEFIT PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
EMPLOYEE BENEFIT PLAN | NOTE 18—EMPLOYEE BENEFIT PLAN The Company offers a 401(k) retirement savings plan to eligible employees. Employee contributions are voluntary and made on a pretax basis subject to Internal Revenue Service limitations. The Company does not match any of the contributions made by its employees. | NOTE 16—EMPLOYEE BENEFIT PLAN The Company offers a 401(k) retirement savings plan to eligible employees. Employee contributions are voluntary and made on a pretax basis subject to Internal Revenue Service limitations. The Company does not match any of the contributions made by its employees. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and above for the restatement, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). Pursuant to the Merger Agreement, First Merger Sub will merge with and into PlayStudios, with PlayStudios surviving such merger as a wholly owned subsidiary of the Company and immediately following the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger and a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be cancelled in exchange for the right to receive Cash Electing Share (as defined in the Merger Agreement) or New PlayStudios Class A Common Stock (as defined in the Merger Agreement). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On February 1, 2021, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors have collectively subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following the closing of the Transaction, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement. In January 2021, the Company entered into an agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, LionTree Advisors LLC and Oppenheimer & Co. Inc. (collectively, the “Placement Agents”) whereby the Placement Agents will work on behalf of the Company to secure the Pipe Investment. The agreement specifies that the fee payable to the Placement Agents will be 3% of the total securities sold by the Company plus expenses and is payable upon successful placement of the securities. In January 2021, the Company entered into two agreements with a vendor to perform due diligence, tax diligence and structuring services associated with the Merger Agreement. The agreements specify for a total payment of $400,000 in the event of a successful Business Combination, $120,000 in the event the Business Combination does not consummate and $280,000 in the event the Business Combination does not consummate but the Company receives a break-up fee. In January 2021, the Company entered an agreement with a vendor for the delivery of an opinion as to whether or not the Merger Agreement is fair to the Company from a financial point of view. The agreements specifies for a payment of $400,000 plus expenses with $150,000 due upon execution of the agreement and the remainder due upon the successful closing of the Business Combination. On February 1, 2021, the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor and each director of the Company agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 of the Company’s Class B Ordinary Shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit, for no consideration, 850,000 of the Company’s Class B Ordinary Shares held by the Sponsor and 715,000 of the Company’s Private Placement Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional of the Company’s Class B Ordinary Shares conditioned on certain redemptions of the Company’s Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any of the Company’s Class B Ordinary Shares or the Company’s Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. On February 2, 2021, the Company entered into Voting and Support Agreements (the “Company Support Agreements”), by and among the Company, PlayStudios and certain stockholders of PlayStudios (the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company shareholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class. On March 2, 2021, a lawsuit was filed in the Superior Court of California, Los Angeles County, by a purported Company stockholder in connection with the Business Combination: McCart v. Acies Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names the Company and members of our Board of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and abetting our Board of Directors’ breach of fiduciary duties against the Company. The Complaint also alleges that the registration statement on Form S-4 filed by the Company containing the proxy statement / prospectus related to the Business Combination is materially deficient and omits and/or misrepresents material information including, among other things, certain financial information, details regarding the Company’s financial advisors, and other information relating to the background of the Business Combination. The Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages. Another purported Company stockholder sent a demand letter on February 19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding the Business Combination. The Company believes the allegations made in the Complaint and Demand are without merit and intends to defend these lawsuits; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations | |
OLD PlayStudios, Inc. | |||
SUBSEQUENT EVENTS | NOTE 19—SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of this filing, the date the financial statements were available to be issued. On April 1, 2021, the Company funded $2.5 million of its note receivable from a third-party game developer. Refer to Note 10 for further details of the note receivable. In May 2021, the Company became party to a litigation matter brought by TeamSava d.o.o. Beograd (“TeamSava”) and other related parties. The plaintiffs filed a Statement of Claim in May 2021 in Tel Aviv District Court in Israel, alleging claims, among other things, that the Company breached the terms of a commercial contract relating to services provided by TeamSava and related parties in connection with the sourcing and administrative management of personnel in Serbia who provided game development services exclusively for the Company. The pending litigation seeks damages of 27.3 million New Israeli Shekels (or approximately $8.5 million based on prevailing exchange rates as of May 19, 2021). The Company believes that the claims are without merit and the Company intends to vigorously defend against them; however, there can be no assurance that the Company will be successful in the defense of this litigation. The Company’s range of possible loss could be up to 27.3 million NIS based on the claim amount of the litigation, but the Company is not able to reasonably estimate the probability or amount of loss and therefore has not made any accruals. | NOTE 17—SUBSEQUENT EVENTS The Company evaluated subsequent events through March 26, 2021, the date the financial statements were available to be issued and determined the Company has the following material subsequent events: On February 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Acies Acquisition Corp. (“Acies”), a special purpose acquisition company sponsored by an affiliate of Acies Acquisition LLC, Catalyst Merger Sub I, a Delaware corporation and a wholly-owned subsidiary of Acies (“Merger Sub I”), and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acies (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Acies, a Cayman Islands exempted company, will domesticate as a Delaware corporation (“Domestication”), (ii) following the Domestication, the Company will merge with and into Merger Sub I, with the Company surviving the merger (“First Merger”) and (iii) following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger (collectively, “Business Combination”). Upon completion of the Business Combination, Acies will be named PLAYSTUDIOS, Inc. and will continue to be listed on the Nasdaq under the ticker symbol “MYPS”. The transaction is expected to close in 2021. On February 17, 2021, the Company provided $5 million in cash to Boss Fight Entertainment, Inc. (“Boss Fight”) in exchange for a Secured Promissory Note. Boss Fight is an independent game development studio that the Company had previously engaged with for the development of two games. The proceeds of this note are to be used primarily for Boss Fight’s development of another new game, as well as over-budget allocations related to the development of the existing two games. The note is secured by all intellectual property created, developed or acquired by Boss Fight in connection with the development of the new game. Interest will accrue on the principal amount of the note at a rate of 0.14% per annum. All unpaid principal and accrued interest will become due no later than December 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements (Restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | |
Net Income Per Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | Net Income (Loss) Per Share (Restated) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) | |
OLD PlayStudios, Inc. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with an original maturity of three months or less from the date of purchase and are stated at the lower of cost or market value. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables. The Company maintains cash and cash equivalent balances at several banks. Cash accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). Although balances may exceed amounts insured by the FDIC, the Company believes that it is not exposed to any significant credit risk related to its cash or cash equivalents and has not experienced any losses in such accounts. | |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. The Company accounts for its notes receivable at amortized cost, net of unamortized fees and costs, if any, and adjusts for any impairment losses. The Company accrues interest on notes receivable, including the accretion of unamortized fees and costs, based on the contractual life of the note using the effective interest method. The Company monitors the credit quality of its counterparties through an assessment of each party’s financial information and other relevant information which may indicate the party’s ability to perform according to the terms of the note or loan. If necessary, the Company establishes an allowance for credit losses based on historical losses, existing economic conditions, counterparty payment trends, and other reasonable and supported information relevant to the counterparty’s ability to perform according to the terms of the agreement. As a general policy, the Company does not require collateral from its counterparties, but the counterparty’s financial condition and credit worthiness are evaluated regularly. The long-term portion of notes receivable are recognized within “Other long-term assets” in the Consolidated Balance Sheets. | Receivables and Allowance for Doubtful Accounts The Company’s receivables consist primarily of amounts due from social and mobile game platform operators, including Apple, Google, Facebook and Amazon. Accounts receivable are typically noninterest bearing and are initially recorded at cost. The Company regularly reviews accounts receivable, considers current economic conditions and the financial positions of the Company’s platform operators. Accounts are written off when the Company deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. The Company reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered in determining reserves. | |
Property and Equipment, net | Property and Equipment, net The Company states property and equipment at cost, net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. | Property and Equipment, net The Company states property and equipment at cost net of accumulated depreciation. The Company capitalizes the costs of improvements that extend the life of the asset, while costs of repairs and maintenance are charged to expense as incurred. Gains or losses on the disposition of property and equipment are included in the determination of income. Computer equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease, as follows: Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term Property and equipment are reviewed for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. | |
Internal-Use Software | Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | Internal-Use Software The Company recognizes internal-use software development costs in accordance with Accounting Standards Codification (ASC) 350‑40, Internal-Use Software. Capitalized costs include consulting fees, payroll and payroll-related costs and stock-based compensation for employees who devote time to the Company’s internal-use software projects. Capitalization begins when the preliminary project stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Qualified costs incurred during the post-implementation/post-operation stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality. Costs that cannot be separated between maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. The Company believes that a straight-line basis for amortization best represents the pattern through which the Company derives value from internal-use software. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | |
Goodwill | Goodwill Goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3-5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year | Goodwill In accordance with Accounting Standards Update (ASU) No. 2014‑02, Intangibles—Goodwill and Other (Topic 350): Accounting for Goodwill, goodwill is recorded as the excess of the purchase price over acquisition-date fair value of identifiable tangible and intangible assets and liabilities. Goodwill is tested for impairment annually as of October 1st of each year, or when a triggering event occurs. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. Any impairment would be recognized for the difference between the fair value and the carrying amount limited to the carrying amount of goodwill. Impairment testing for goodwill is performed at the reporting unit level. The Company has identified a single reporting unit based on the Company’s management structure. Intangible Assets’ Intangible assets are classified into one of the two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. For definite-lived intangible assets, amortization is recorded using the straight-line method, which materially approximates the pattern of the assets’ use. The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. The estimated useful lives of the Company’s intangible assets are as follows: Estimated Useful Life Licenses 3‑5 years Trade names 5 years When factors indicate that a definite-lived intangible asset should be evaluated for possible impairment, the Company reviews intangible assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. For indefinite-lived intangible assets, the Company conducts impairment tests annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of an indefinite-lived asset is less than its carrying value, or when circumstances no longer continue to support an indefinite useful life. If a triggering event occurs, qualitative factors are first assessed to determine whether a quantitative impairment test is required. If a quantitative test is required, the fair value of the intangible is compared to the asset’s carrying amount. Any impairment would be recognized for the difference between the fair value and the carrying amount. The Company performs its annual impairment testing as of October 1 of each year. | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. | Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short-term maturities. According to ASC 820, Fair Value Measurements and Disclosures, 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 an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 —Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the Company’s assets or liabilities that meet the criteria for this election. | |
License Agreements & Minimum Guarantees | License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives | License Agreements & Minimum Guarantees The Company enters into long-term license agreements with third parties in which it is obligated to pay a minimum guaranteed amount of royalties, typically annually over the life of the contract. The Company accounts for the minimum guaranteed obligations within “Accrued liabilities” and “Other long-term liabilities” at the onset of the license arrangement and record a corresponding licensed asset within “Intangibles, net” in the accompanying Consolidated Balance Sheets. 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” in the accompanying Consolidated Statements of Operations. The Company classifies minimum royalty payment obligations as current liabilities to the extent they are contractually due within the next 12 months. The long-term portion of the liability related to the minimum guaranteed obligations is reduced as royalty payments are made as required under the license agreement. The Company assesses 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 the Company’s policy for intangible assets with finite useful lives. | |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of virtual currency which players can use to enhance the in-game experience of the games offered by the Company. Virtual currency is sold through in-application purchases within its games which are offered on smartphones, tablets, and web-based devices. In addition, the Company also derives revenue from the placement of advertisements within its games. The Company determines revenue recognition by: m. identifying the contract, or contracts, with a customer; n. identifying the performance obligations in each contract; o. determining the transaction price; p. allocating the transaction price to the performance obligations in each contract; and q. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player ‘s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners, including but not limited to certain related parties, such as MGM Resorts International and Resorts World Inc, Ptd Ltd. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third- party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. | Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”). ASU 2014‑09 combined with all subsequent amendments, which is collectively ASC 606, Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASU 2014‑09 also required expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On January 1, 2019, the Company adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”) using the modified retrospective method. The Company determines revenue recognition by: a. identifying the contract, or contracts, with a customer; b. identifying the performance obligations in each contract; c. determining the transaction price; d. allocating the transaction price to the performance obligations in each contract; and e. recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. Virtual Currency The Company develops and operates free-to-play games which are downloaded and played on social and mobile platforms. Players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. Additionally, players can send free “gifts” of virtual currency to their friends through interactions with certain social platforms. Players may also purchase additional virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player’s account and are not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. Players can earn loyalty points through a variety of activities, including but not limited to playing the Company’s games, engaging with in-game advertising, engaging with marketing emails, and logging into the game. The loyalty points can be redeemed for rewards offered by the Company’s partners. There is no obligation for the Company to pay or otherwise compensate the Company’s rewards partners for any player redemptions under the Company’s partner agreements. In addition, both paying and non-paying players can earn loyalty points. Therefore, the loyalty points earned by players are marketing offers and do not provide players with material rights. Accordingly, the loyalty points do not require any allocation to the transaction price of virtual currency. Additionally, certain of the Company’s games participate in an additional program which ranks players into different tiers based on tier points earned during a given time frame. Tier points can be earned through a variety of player engagement activities, including but not limited to logging into the games, achieving multi-day log-in streaks, collecting hourly bonuses, and purchasing virtual currency bundles. Depending on the tier, players are granted access to special benefits at the Company’s discretion. Similar to loyalty points that are redeemable into real-world rewards, the tier points are not awarded as a result of a contract with a customer since both paying and non-paying players can earn these tier points. As a result, the tier points earned by players do not provide players with material rights and do not require any allocation to the transaction price of virtual currency. The Company has the performance obligation to display and provide access to the virtual currency purchased by the Company’s player within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As virtual currency represents consumable goods, the Company recognizes revenue as the virtual currency is consumed over the estimated consumption period. Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. The Company has determined through a review of player behavior that players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual currency balances have not been substantially consumed. As the Company can track the duration between purchases of virtual currency for individual players, the Company is able to reliably estimate the period over which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short, currently one to seven days with an average consumption period of approximately one day. The Company recognizes revenue from in-game purchases of virtual currency over this estimated average period between when the virtual currency is purchased and consumed. If applicable, the Company records the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid payment processing fees associated with this deferred revenue. The Company continues to gather detailed player behavior and assess this data in relation to its revenue recognition policy. To the extent the player behavior changes, the Company reassesses its estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns. Advertising Revenue The Company has contractual relationships with various advertising service providers for advertisements within the Company’s games. Advertisements can be in the form of an impression, click-throughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertising network simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity. The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days. Principal Agent Considerations The Company’s games are played on various social and mobile third-party platforms for which such third parties collect monies from players and remit net proceeds after deducting payment processing fees. The Company is primarily responsible for providing access to the virtual currency, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the virtual currency. Therefore, the Company concluded that it is the principal and as a result, revenues are reported gross of payment processing fees. Payment processing fees are recorded as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. The Company reports its advertising revenue net of amounts retained by advertising service providers. | |
Cost of Revenue | Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. | Cost of Revenue Cost of revenue relate to direct expenses incurred to generate online and mobile social revenue and are recorded as incurred. The Company’s cost of revenue consists primarily of payment processing fees, hosting and data center costs related to operating its games, and royalties for licensed games. Payment processing fees consist of fees paid to third-party social and mobile platform operators. If applicable, other than the deferral of payment processing fees associated with deferred revenues, payment processing fees are expensed as incurred. | |
Research and Development | Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. | Research and Development The Company incurs various direct costs in relation to the development of future social and mobile games along with costs to improve current social and mobile games. Research and development costs consist primarily of payroll and related personnel costs, stock-based compensation and consulting fees. The Company evaluates research and development costs incurred to determine whether the costs relate to the development of software and are, therefore, qualified to be capitalized under ASC 350‑40, Internal-Use Software. All other research and development costs are expensed as incurred. | |
Advertising | Advertising Advertising expense was $15.1 million and $10.4 million during the three months ended March 31, 2021 and 2020, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. | Advertising Advertising expense was $49.3 million, $53.8 million and $48.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising expense is included in “Selling and marketing” expenses in the Consolidated Statements of Operations. | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation — Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. | Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant in accordance with ASC 718, Compensation—Stock Compensation. The Company uses the Black-Scholes option-pricing model (“Black- Scholes model”) as its valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of its common stock, which is based on its industry peer group; (ii) expected life of the option award, which the Company elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the US Treasury yield curve in effect at the time of grant. The fair value of all stock-based compensation is either capitalized and amortized in accordance with the Company’s internal-use software accounting policy or recognized as an expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur. | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. | Foreign Currency Translation and Transactions The functional currency of each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of foreign currencies into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the consolidated balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the year. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss). Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to be recovered or settled. The Company establishes valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. We have elected to account for the impact of the global intangible low-taxed income (GILTI) inclusion and base erosion anti-avoidance tax (BEAT) based on the period cost method. | |
Net Income Per Share | Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | Net Income Per Share Net income per share (“EPS”) is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers its preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to the common stock, the holders of preferred stock have a right to preferential dividends. Thus, earnings are allocated to common stock and preferred stock on a pro rata, as converted basis following distribution of the preferential dividends to preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is applied to preferred stock in the diluted EPS calculation. The dilutive effect of warrants and stock options is computed using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of estimated useful lives for each major class of property and equipment | Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term | Estimated Useful Life Computer equipment 3 years Purchased software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of 10 years or remaining lease term |
Schedule of estimated useful lives of intangible assets | Estimated Useful Life Licenses 3-5 years Trade names 5 years | Estimated Useful Life Licenses 3‑5 years Trade names 5 years |
RELATED-PARTY TRANSACTIONS (T_2
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule of related party transactions | March 31, December 31, 2021 2020 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ 20,000 Accrued liabilities | December 31, 2020 2019 Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net Marketing Agreement $ 20,000 $ — Accrued liabilities Year Ended December 31, 2020 2019 2018 Financial Statement Line Item Marketing Agreement $ 20,000 $ — $ — Restructuring expense Marketing Agreement $ 319 $ — $ — Cost of revenue King Agreement $ $ 7,312 $ 1,294 Net revenues |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
OLD PlayStudios, Inc. | |
Schedule of receivables | March 31, December 31, 2021 2020 Trade receivables $ 26,927 $ 16,616 Notes receivables 5,034 — Total receivables $ 31,961 $ 16,616 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
OLD PlayStudios, Inc. | |
Schedule of financial assets and liabilities not measured at fair value on a recurring basis | December 31, 2020 Carrying Estimated Value Fair Value Level 1 Level 2 Level 3 Financial Statement Line Item Financial assets: Notes receivable - non-current $ 815 $ 815 — — $ 815 Other long-term assets Total financial assets $ 815 $ 815 — — $ 815 December 31, 2020 Carrying Estimated Value Fair Value Level 1 Level 2 Level 3 Financial Statement Line Item Financial assets: Notes receivable – current $ 5,034 $ 5,034 — — $ 5,034 Receivables Notes receivable - non-current 3,316 3,316 — — 3,316 Other long-term assets Total financial assets $ 8,350 $ 8,350 — — $ 8,350 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Property and Equipment, net | March 31, 2021 December 31, 2020 Computer equipment $ 8,550 $ 8,328 Leasehold improvements 6,233 6,365 Furniture and fixtures 2,243 2,266 Construction in progress 87 90 Total property and equipment 17,113 17,049 Less: accumulated depreciation (11,426) (10,848) Total property and equipment, net $ 5,687 $ 6,201 | December 31, 2020 2019 Computer equipment $ 8,328 $ 7,176 Leasehold improvements 6,365 5,953 Furniture and fixtures 2,266 2,081 Construction in progress 90 14 Total property and equipment 17,049 15,224 Less: accumulated depreciation (10,848) (7,889) Total property and equipment, net $ 6,201 $ 7,335 |
Schedule of Property and equipment, net by region | March 31, 2021 December 31, 2020 United States $ 1,850 $ 2,098 EMEA(1) 3,282 3,436 All other countries 555 667 Total property and equipment, net $ 5,687 $ 6,201 Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. | December 31, 2020 2019 United States $ 2,098 $ 2,748 EMEA(1) 3,436 3,607 All other countries 667 980 Total property and equipment, net $ 6,201 $ 7,335 (1) Europe, Middle East and Africa (“EMEA”). Amounts primarily represent leasehold improvements of local office space and computer equipment. |
INTERNAL-USE SOFTWARE, NET (T_2
INTERNAL-USE SOFTWARE, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule of Internal-use software, net | March 31, 2021 December 31, 2020 Internal-use software $ 109,106 $ 103,041 Less: accumulated amortization (69,032) (64,285) Total internal-use software, net $ 40,074 $ 38,756 | Internal-use software, net consists of the following (in thousands): December 31, 2020 2019 Internal-use software $ 103,041 $ 75,781 Less: accumulated amortization (64,285) (44,787) Total internal-use software, net $ 38,756 $ 30,994 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill and Intangible assets | March 31, 2021 December 31, 2020 Gross Net Gross Carrying Accumulated Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (550) $ 450 $ 1,000 $ (500) $ 500 Trade names 1,240 (1,178) 62 1,240 (1,116) 124 2,240 (1,728) 512 2,240 (1,616) 624 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,728) $ 1,512 $ 3,240 $ (1,616) $ 1,624 | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill (in thousands): December 31, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets: Licenses $ 1,000 $ (500) $ 500 $ 3,500 $ (2,550) $ 950 Trade names 1,240 (1,116) 124 1,240 (868) 372 2,240 (1,616) 624 4,740 (3,418) 1,322 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 3,240 $ (1,616) $ 1,624 $ 5,740 $ (3,418) $ 2,322 |
Schedule of Estimated annual amortization expense | Projected Amortization Year Ending December 31, Expense Remainder of 2021 $ 212 2022 200 2023 100 2024 — 2025 — Total $ 512 | As of December 31, 2020, the estimated annual amortization expense for the years ending December 31, 2021 through 2025 is as follows (in thousands): Projected Amortization Year Ending December 31, Expense 2021 $ 324 2022 200 2023 100 2024 — 2025 — Total $ 624 |
ACCRUED LIABILITIES (Tables)_2
ACCRUED LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
OLD PlayStudios, Inc. | ||
Schedule of accrued liabilities | March 31, 2021 December 31, 2020 MGM profit share buyout $ 20,000 $ 20,000 Accrued payroll and vacation 5,847 4,860 Accrued liability to fund note receivable 2,500 — Other accruals 4,265 4,229 Total accrued liabilities $ 32,612 $ 29,089 | Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 MGM Profit Share Buyout $ 20,000 $ — Accrued payroll and vacation 4,860 2,915 Accrued royalties 100 1,389 Other accruals 2,657 1,013 Accrued advertising 534 297 Income taxes payable 655 707 Accrued property and equipment 283 196 Total accrued liabilities $ 29,089 $ 6,517 |
REVENUE FROM CONTRACTS WITH C_8
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of disaggregated revenue | Three Months Ended March 31, 2021 2020 Virtual currency (over time)(1) $ 73,226 $ 58,168 Advertising (point in time) 871 134 Total net revenue $ 74,097 $ 58,302 (1) Virtual currency revenue is recognized over the estimated consumption period. | The following table summarizes the Company’s revenue disaggregated by type: Year Ended December 31, 2020 2019 2018 Virtual currency (over time)(1) $ 268,137 $ 231,726 $ 193,849 Advertising (point in time) 1,745 383 356 Other (over time)(2) — 7,312 1,294 Total net revenue $ 269,882 $ 239,421 $ 195,499 (1) Virtual currency revenue is recognized over the estimated consumption period. (2) Amounts classified as Other primarily represent the release of deferred revenue under the King Agreement. The following table summarizes the Company’s revenue disaggregated by geography: Year Ended December 31, 2020 2019 2018 United States $ 228,568 $ 200,418 $ 162,135 All other countries 41,314 39,003 33,364 Total net revenue $ 269,882 $ 239,421 $ 195,499 |
Schedule of receivables and contract liabilities from contracts with customers | Three Months Ended March 31, 2021 2020 United States $ 64,074 $ 49,152 All other countries 10,023 9,150 Total net revenue $ 74,097 $ 58,302 | The following table provides information about receivables and contract liabilities from contracts with customers (in thousands): December 31, 2020 2019 Contract receivables, included in Receivables $ 16,616 $ 14,249 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of minimum guarantee liability | The following are the Company’s total minimum guaranteed obligations as of the years ended: March 31, December 31, 2021 2020 Accrued royalties(1) $ 150 $ 100 Minimum guarantee liability 250 300 Total minimum guarantee obligations $ 400 $ 400 Weighted-average remaining term (in years) 2.25 2.50 Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. | The following are the Company’s total minimum guaranteed obligations as of the years ended (in thousands): December 31, 2020 2019 Accrued royalties(1) $ 100 $ 1,100 Minimum guarantee liability 300 500 Total minimum guarantee obligations $ 400 $ 1,600 Weighted-average remaining term (in years) 2.50 3.53 (1) Accrued royalties are included within the Accrued liabilities line item on the consolidated balance sheet. |
Schedule of expected future payments of minimum guarantee obligations | The following are the Company’s remaining expected future payments of minimum guarantee obligations as of March 31, 2021: Minimum Guarantee Year Ending December 31, Obligations Remainder of 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 | The following are the Company’s remaining expected future payments of minimum guarantee obligations as of December 31, 2020 (in thousands): Minimum Guarantee Year Ending December 31, Obligations 2021 $ 200 2022 200 2023 — 2024 — 2025 — Total $ 400 |
Schedule of future minimum lease payments under the non-cancelable operating leases | The Company’s future minimum rental commitments as of March 31, 2021, are as follows: Minimum Rental Year Ending December 31, Commitments Remainder of 2021 $ 3,474 2022 3,172 2023 1,143 2024 429 2025 — Total $ 8,218 | The Company’s future minimum rental commitments as of December 31, 2020, are as follows (in thousands): Minimum Rental Year Ending December 31, Commitments 2021 $ 4,667 2022 3,221 2023 1,160 2024 430 2025 — Total $ 9,478 |
STOCKHOLDERS' EQUITY (Tables)_2
STOCKHOLDERS' EQUITY (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of preferred stock | As of March 31, 2021 and December 31, 2020, the Company’s preferred stock consisted of: Annual Noncumulative Liquidation Conversion Dividend Shares Price Price Rights Series Outstanding Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 | As of December 31, 2020 and 2019, the Company’s preferred stock consisted of: Annual Shares Noncumulative Outstanding Liquidation Conversion Price Dividend Rights Series (In Thousands) Price Per Share Per Share Per Share A 80,800 $ 0.06 $ 0.06 $ 0.01 B 41,348 0.21 0.21 0.02 C-1 13,556 0.27 0.27 0.02 C 26,892 0.61 0.61 0.05 Total 162,596 |
Schedule of number of warrants outstanding and exercise price | As of March 31, 2021 and December 31, 2020, there was a total of 6 million outstanding warrants that were issued from 2011 to 2016 to purchase various classes of preferred stock. Each warrant can purchase one share of the respective class of preferred stock, which is, in turn, convertible to one share of common stock. The number of warrants outstanding and exercise price of each series are as follows: Warrants Exercise Warrant Series Outstanding Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 | The number of warrants outstanding and exercise price of each series are as follows: Warrants Outstanding Warrant Series (In Thousands) Exercise Price A 560 $ 0.06 B 2,563 0.21 C-1 2,302 0.27 C 617 0.61 Total 6,042 |
Schedule of changes in accumulated other comprehensive income (loss) | The following table shows a summary of changes in accumulated other comprehensive income from December 31, 2019 to March 31, 2020 and December 31, 2020 to March 31, 2021: Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (296) (296) Balance as of March 31, 2021 $ 185 $ 185 Total Accumulated Currency Other Translation Comprehensive Adjustment Income Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation (55) (55) Balance as of March 31, 2020 $ 43 $ 43 | The following table shows a summary of changes in accumulated other comprehensive income (loss) from December 31, 2017 to December 31, 2020 (in thousands): Total Accumulated Currency Other Translation Comprehensive Adjustment Income (Loss) Balance as of December 31, 2018 $ (81) $ (81) Foreign currency translation gain 179 179 Balance as of December 31, 2019 $ 98 $ 98 Foreign currency translation gain 383 383 Balance as of December 31, 2020 $ 481 $ 481 |
STOCK-BASED COMPENSATION (Tab_2
STOCK-BASED COMPENSATION (Tables) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of stock-based compensation expense recorded in income from operations | The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown: Three Months Ended March 31, 2021 2020 Selling and marketing $ 21 $ 24 General and administrative 383 263 Research and development 496 338 Stock-based compensation expense $ 900 $ 625 Capitalized stock-based compensation expense $ 209 $ 162 | The following table summarizes stock-based compensation expense that the Company recorded in income from operations for the years shown (in thousands): Year Ended December 31, 2020 2019 2018 Selling and marketing $ 94 $ 85 $ 442 General and administrative 1,044 964 7,328 Research and development 2,381 4,835 3,132 Stock-based compensation expense $ 3,519 $ 5,884 $ 10,902 Capitalized stock-based compensation $ 605 $ 912 $ 1,405 |
Summary of stock option activity for time-based and performance-based options | The following is a summary of stock option activity for time-based and performance-based options during the three months ended March 31, 2021 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Average Remaining Exercise Term Aggregate No. of Options Price (in Years) Intrinsic Value Outstanding - December 31, 2020 77,640 $ 0.20 Granted 550 1.83 Exercised (3,161) 0.26 Forfeited (695) 0.36 Expired (59) 0.32 Outstanding - March 31, 2021 74,275 0.21 6.9 $ 84,448 Unvested - March 31, 2021 36,467 0.18 8.1 42,426 Exercisable - March 31, 2021 37,808 0.23 5.6 42,022 | The following is a summary of stock option activity for time-based and performance-based options for the year ended December 31, 2020 (in thousands, except weighted-average exercise price and remaining term): Weighted- Weighted- Average Aggregate Average Remaining Intrinsic No. of Options Exercise Price Term (in Years) Value Outstanding - December 31, 2019 91,300 $ 0.16 Granted 7,080 0.40 Exercised (16,314) 0.06 Forfeited (3,255) 0.33 Expired (1,171) 0.19 Outstanding - December 31, 2020 77,640 0.20 7.1 $ 88,615 Unvested - December 31, 2020 39,942 0.17 8.3 46,669 Exercisable - December 31, 2020 37,698 0.23 5.8 41,946 |
Summary of weighted-average assumptions used to estimate fair value of stock options granted | The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Three Months Ended March 31, 2021 2020 Expected term (in years) Expected volatility % 58.45 % Risk-free interest rate range 0.54%-0.60 % 0.41%-0.47 % Dividend yield 0 % 0 % Grant-date fair value $ $ | The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted in the Company’s consolidated financial statements: Year Ended December 31, 2020 2019 2018 Expected term (in years) Expected volatility % % % Risk-free interest rate range 0.24%-0.51 % 1.54%-2.59 % 2.77%-3.13 % Dividend yield 0 % 0 % 0 % Grant-date fair value $ $ $ |
Summary of stock-based compensation expense related to stock repurchases and sales | The following table summarizes stock-based compensation expense related to stock repurchases and sales for the years ended December 31, 2020, 2019 and 2018 (in thousands). Year Ended December 31, 2020 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 25 $ 25 $ — $ 25 Total $ 25 $ $ 25 Year Ended December 31, 2019 Shares Expensed Capitalized Total Stock repurchase through exercise of right of first refusal 9,570 $ 2,881 $ 119 $ 3,000 Total $ 2,881 $ 119 $ 3,000 Year Ended December 31, 2018 Shares Expensed Capitalized Total Secondary transaction between employees and MGM 10,050 $ 6,485 $ 349 $ 6,834 Secondary transaction between employees and existing investors 6,128 2,040 190 2,230 Stock repurchase through exercise of right of first refusal 2,130 707 148 855 Total $ 9,232 $ 687 $ 9,919 |
NET INCOME PER SHARE (Tables)_2
NET INCOME PER SHARE (Tables) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of computation of basic and diluted net income attributable to common stockholders | Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) | |
OLD PlayStudios, Inc. | |||
Schedule of computation of basic and diluted net income attributable to common stockholders | The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Three Months Ended March 31, 2021 2020 Net income attributable to common stockholders-basic Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (4,000) (3,838) Net income attributable to common stockholders - basic $ 1,918 $ 1,654 Net income attributable to common stockholders-diluted Net income $ 5,918 $ 5,492 Income allocated to participating preferred stock (3,819) (3,763) Net income attributable to common stockholders - diluted $ 2,099 $ 1,729 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 239,946 236,367 Dilutive effect of weighted average Series A warrants 539 483 Dilutive effect of weighted average Series B warrants 1,167 715 Dilutive effect of weighted average Series C-1 warrants 1,938 936 Dilutive effect of weighted average Series C warrants 397 — Dilutive effect of weighted average stock options 61,020 25,822 Dilutive weighted average shares of common stock outstanding 305,007 264,323 Net income attributable to common stockholders per share Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 | The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (in thousands except share and per share data): Year Ended December 31, 2020 2019 2018 Net income attributable to common stockholders-basic Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI — — 5,632 Income allocated to participating preferred stock (6,822) (7,174) (5,087) Net income attributable to common stockholders - basic $ 5,985 $ 6,440 $ 3,367 Net income attributable to common stockholders-diluted Net income $ 12,807 $ 13,614 $ 2,822 Deemed contribution related to redemption of preferred NCI(1) — — 5,632 Income allocated to participating preferred stock (6,387) (6,945) (4,977) Net income attributable to common stockholders - diluted $ 6,420 $ 6,669 $ 3,477 Weighted average shares of common stock outstanding Basic weighted average shares of common stock outstanding 236,118,856 234,070,277 229,409,649 Dilutive effect of weighted average Series A warrants 509,959 466,040 452,308 Dilutive effect of weighted average Series B warrants 930,400 579,050 469,189 Dilutive effect of weighted average Series C-1 warrants 1,413,452 633,290 389,348 Dilutive effect of weighted average Series C warrants 142,960 — — Dilutive effect of weighted average stock options 43,951,931 19,704,926 17,459,421 Dilutive weighted average shares of common stock outstanding 283,067,558 255,453,583 248,179,915 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.01 Diluted $ 0.02 $ 0.03 $ 0.01 (1) As further discussed in Note 13, the Company purchased Resort World’s noncontrolling interest in International on December 3, 2018. The excess carrying value of the redeemed preferred stock over the fair value of the purchase price paid was treated as a deemed contribution. | |
Schedule of anti-dlituve securities | The following equity awards outstanding at the end of each period presented have been excluded from the computation of diluted net income per share of common stock for the periods presented due to their antidilutive effect: Three Months Ended March 31, 2021 2020 Series C warrants — 617 Series B warrants(2) 1,232 1,232 Stock options 885 20,053 A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. | Year Ended December 31, 2020 2019 2018 Series C warrants — 617,192 617,192 Series B warrants(2) 1,231,872 1,231,872 1,231,872 Stock options 340,000 27,796,684 36,020,008 (2) A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 7 years | 7 years |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 10 years | 10 years |
Internal-Use Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) - OLD PlayStudios, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | 5 years |
Minimum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 3 years | 3 years |
Maximum | Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - OLD PlayStudios, Inc. - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Line Items] | |||||
Advertising expense | $ 15.1 | $ 10.4 | $ 49.3 | $ 53.8 | $ 48.3 |
Maximum | |||||
Accounting Policies [Line Items] | |||||
Credit Period | 60 days | 60 days | |||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Credit Period | 45 days | 45 days |
RELATED-PARTY TRANSACTIONS (D_2
RELATED-PARTY TRANSACTIONS (Details) - OLD PlayStudios, Inc. - Marketing Agreement - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Intangibles, net | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 1,000 | $ 1,000 | $ 1,000 |
Accrued liabilities | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 20,000 | $ 20,000 |
RELATED-PARTY TRANSACTIONS - _2
RELATED-PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ in Millions | Oct. 31, 2020 | Oct. 30, 2020 | Oct. 31, 2020 | Apr. 30, 2011 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Common stock outstanding | 2,949,428 | 3,574,009 | |||||
Preferred stock outstanding | 0 | 0 | |||||
OLD PlayStudios, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock outstanding | 241,347 | 238,186,070 | 225,490,157 | ||||
Preferred stock outstanding | 162,596,000 | 162,595,680 | 162,595,680 | ||||
OLD PlayStudios, Inc. | MGM | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock outstanding | 30,200,000 | 30,200,000 | 30,200,000 | ||||
Preferred stock outstanding | 32,600,000 | 32,600,000 | 32,600,000 | ||||
OLD PlayStudios, Inc. | MGM | Marketing Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock issued for use of intellectual property | 19,200,000 | ||||||
Number of shares issued based on outstanding stock | 10.00% | ||||||
One time payment to related party | $ 20 | $ 20 | $ 20 | ||||
Threshold Period for one time payment to related party | 2 years | 2 years | |||||
Related party transaction minimum amount agreed for participate in PIPE Investment | $ 20 | ||||||
Related party transaction minimum amount of gross proceeds received | $ 50 |
RECEIVABLES - Receivables consi
RECEIVABLES - Receivables consist (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Trade receivables | $ 26,927 | $ 16,616 | $ 14,249 |
Notes receivables | 5,034 | ||
Total receivables | $ 31,961 | $ 16,616 |
RECEIVABLES-Concentration of cr
RECEIVABLES-Concentration of credit risk (Details) - OLD PlayStudios, Inc. - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Concentartion risk. | 10.00% | 10.00% | |
Estimated maximum amount of loss from notes receivable | $ 8 | ||
Estimated maximum amount of loss from notes receivable included in other long-term assets | $ 3 | ||
Percentage of secured notes receivable | 62.50% | ||
Trade receivables | Apple, Inc | Customer concentration | |||
Concentration Risk [Line Items] | |||
Concentration risk | 60.60% | 48.90% | 46.00% |
Trade receivables | Google, Inc | Customer concentration | |||
Concentration Risk [Line Items] | |||
Concentration risk | 32.40% | 42.70% | 43.00% |
Notes receivables | Customer concentration | |||
Concentration Risk [Line Items] | |||
Concentartion risk. | 95.80% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Level 3 | ||
Financial assets: | ||
Total financial assets | $ 815 | $ 8,350 |
Level 3 | Receivables | ||
Financial assets: | ||
Notes receivable - current | 5,034 | |
Level 3 | Other long-term assets | ||
Financial assets: | ||
Notes receivable - non-current | 815 | 3,316 |
Carrying Value | ||
Financial assets: | ||
Total financial assets | 815 | 8,350 |
Carrying Value | Receivables | ||
Financial assets: | ||
Notes receivable - current | 5,034 | |
Carrying Value | Other long-term assets | ||
Financial assets: | ||
Notes receivable - non-current | 815 | 3,316 |
Estimated Fair Value | ||
Financial assets: | ||
Total financial assets | 815 | 8,350 |
Estimated Fair Value | Receivables | ||
Financial assets: | ||
Notes receivable - current | 5,034 | |
Estimated Fair Value | Other long-term assets | ||
Financial assets: | ||
Notes receivable - non-current | $ 815 | $ 3,316 |
PROPERTY AND EQUIPMENT, NET (_3
PROPERTY AND EQUIPMENT, NET (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 17,113 | $ 17,049 | $ 15,224 | ||
Less: accumulated depreciation | (11,426) | (10,848) | (7,889) | ||
Total property and equipment, net | 5,687 | 6,201 | 7,335 | ||
Depreciation expense | 700 | $ 700 | 2,800 | 2,600 | $ 1,900 |
Impairment charges or write offs | 0 | $ 0 | 0 | 0 | $ 0 |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 8,550 | 8,328 | 7,176 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 6,233 | 6,365 | 5,953 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,243 | 2,266 | 2,081 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 87 | $ 90 | $ 14 |
PROPERTY AND EQUIPMENT, NET -_2
PROPERTY AND EQUIPMENT, NET - Region wise (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 5,687 | $ 6,201 | $ 7,335 |
United States | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 1,850 | 2,098 | 2,748 |
EMEA(1) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 3,282 | 3,436 | 3,607 |
All other countries | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 555 | $ 667 | $ 980 |
INTERNAL-USE SOFTWARE, NET (D_2
INTERNAL-USE SOFTWARE, NET (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Internal-use software | $ 109,106 | $ 103,041 | $ 75,781 | ||
Less: accumulated amortization | (69,032) | (64,285) | (44,787) | ||
Total internal-use software, net | 40,074 | 38,756 | 30,994 | ||
Capitalized internal-use software development costs | 6,900 | $ 5,900 | 25,800 | 21,900 | $ 22,200 |
Amortization expense associated with its capitalized internal-use software development costs | 5,200 | 4,300 | 18,700 | 21,100 | 13,100 |
Accelerated amortization | 4,700 | ||||
Loss on disposal | 1,300 | ||||
Termination fee | 2,000 | ||||
Impairment of internal sue software | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Intangible assets (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 5,059 | $ 5,059 | $ 5,059 | ||
Goodwill impairment charges | 0 | 0 | 0 | $ 0 | |
Gross Carrying Amount | 2,240 | 2,240 | 4,740 | ||
Accumulated Amortization | (1,728) | 1,616 | 3,418 | ||
Net Carrying Amount | 512 | 624 | 1,322 | ||
Gross Carrying Amount, intangible assets | 3,240 | 3,240 | 5,740 | ||
Total intangible assets | $ 1,512 | $ 1,624 | 2,322 | ||
Weighted-average period before renewal | 3 months 18 days | 6 months 15 days | |||
Amortization of intangible assets | $ 100 | $ 400 | $ 700 | 1,400 | 1,200 |
Impairment of intangible assets | 0 | 0 | 0 | $ 0 | |
Marketing Agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,000 | 1,000 | 1,000 | ||
Net Carrying Amount | 1,000 | 1,000 | 1,000 | ||
Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,000 | 1,000 | 3,500 | ||
Accumulated Amortization | (550) | 500 | 2,550 | ||
Net Carrying Amount | 450 | 500 | 950 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,240 | 1,240 | 1,240 | ||
Accumulated Amortization | (1,178) | 1,116 | 868 | ||
Net Carrying Amount | $ 62 | 124 | 372 | ||
Scene 53, Limited | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 5,100 | $ 5,100 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS - Annual amortization (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Remainder of 2021 | $ 212 | ||
2022 | 200 | $ 324 | |
2023 | 100 | 200 | |
2024 | 100 | ||
2025 | 0 | ||
2025 | 0 | ||
Total | $ 512 | $ 624 | $ 1,322 |
ACCRUED LIABILITIES (Details)_2
ACCRUED LIABILITIES (Details) - USD ($) | Oct. 31, 2020 | Oct. 30, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities. [Line Items] | |||||||
Total accrued liabilities | $ 65,519 | $ 6,150 | |||||
OLD PlayStudios, Inc. | |||||||
Accrued Liabilities. [Line Items] | |||||||
MGM Profit Share Buyout | 20,000,000 | 20,000,000 | |||||
Accrued payroll and vacation | 5,847,000 | 4,860,000 | $ 2,915,000 | ||||
Accrued liability to fund note receivable | 2,500,000 | $ 2,500,000 | |||||
Accrued royalties | 100,000 | 1,389,000 | |||||
Other accruals | 4,265,000 | 4,229,000 | |||||
Accrued advertising | 534,000 | 297,000 | |||||
Income taxes payable | 655,000 | 707,000 | |||||
Accrued property and equipment | 283,000 | 196,000 | |||||
Total accrued liabilities | $ 32,612,000 | $ 29,089,000 | $ 6,517,000 | ||||
OLD PlayStudios, Inc. | MGM | Marketing Agreement | |||||||
Accrued Liabilities. [Line Items] | |||||||
One time payment to related party | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||
Threshold Period for one time payment to related party | 2 years | 2 years |
REVENUE FROM CONTRACTS WITH C_9
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 74,097 | $ 58,302 | $ 269,882 | $ 239,421 | $ 195,499 |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 64,074 | 49,152 | 228,568 | 200,418 | 162,135 |
All other countries | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 10,023 | 9,150 | 41,314 | 39,003 | 33,364 |
Virtual currency | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 73,226 | 58,168 | 268,137 | 231,726 | 193,849 |
Advertising | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 871 | $ 134 | $ 1,745 | 383 | 356 |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 7,312 | $ 1,294 |
REVENUE FROM CONTRACTS WITH _10
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Balances (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | |||
Contract assets recorded | $ 0 | $ 0 | |
Deferred revenue | 20,000 | ||
Virtual currency | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 0 | $ 0 | $ 0 |
LONG-TERM DEBT (Details)_2
LONG-TERM DEBT (Details) - OLD PlayStudios, Inc. - Revolving credit facility $ in Millions | Mar. 27, 2020USD ($) |
Debt Instrument [Line Items] | |
Maximum amount of line of credit | $ 3 |
Minimum liquidity amount | $ 7.5 |
Maximum Total Leverage Ratio | 2.25 |
Convertible ratio | 4 |
Capitalization of debt issuance cost | $ 0.2 |
LIBOR | |
Debt Instrument [Line Items] | |
LIBOR floor | 0.00% |
LIBOR | Maximum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.75% |
LIBOR | Minimum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.25% |
Prime Rate | |
Debt Instrument [Line Items] | |
LIBOR floor | 3.25% |
Prime Rate | Maximum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 0.75% |
Prime Rate | Minimum | |
Debt Instrument [Line Items] | |
Spread on variable rate | 0.25% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense | $ 0 | ||||
OLD PlayStudios, Inc. | |||||
Income tax expense | $ 1,348,000 | $ 435,000 | $ (1,671,000) | $ 3,975,000 | $ 2,964,000 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Minimum Guarantee Liability (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Accrued royalties(1) | $ 150 | [1] | $ 100 | [1] | $ 1,100 |
Minimum guarantee liability | 250 | 300 | 500 | ||
Total minimum guarantee obligations | $ 400 | $ 400 | $ 1,600 | ||
Weighted-average remaining term (in years) | 2 years 3 months | 2 years 6 months | 3 years 6 months 11 days | ||
[1] | Accrued royalties are included within the Accrued liabilities line item on the Consolidated Balance Sheets. |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - Minimum Guarantee Liability (Details)) - OLD PlayStudios, Inc. - Minimum guaranteed obligation - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||
Remainder of 2021 | $ 200 | $ 200 |
2022 | 200 | 200 |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Total | $ 400 | $ 400 |
COMMITMENTS AND CONTINGENCIES_8
COMMITMENTS AND CONTINGENCIES - Leases (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Remainder of 2021 | $ 3,474 | $ 4,667 | |||
2022 | 3,172 | 3,221 | |||
2023 | 1,143 | 1,160 | |||
2024 | 429 | 430 | |||
2025 | 0 | ||||
Total | 8,218 | 9,478 | |||
Rent expense | $ 1,200 | $ 1,100 | $ 4,700 | $ 4,300 | $ 3,800 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock (Details) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||
Mar. 31, 2021Voteshares | Dec. 31, 2020shares | Dec. 31, 2020Voteshares | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Repurchase of shares | 11,711,667 | 11,711,667 | |||
OLD PlayStudios, Inc. | |||||
Common stock, shares authorized | 506,000,000 | 506,000,000 | 506,000,000 | 506,000,000 | |
Common stock, share issued | 241,347,089 | ||||
Common stock shares outstanding | 241,347,089 | 238,186,070 | |||
Common stock, vote per share | Vote | 1 | 1 | |||
Repurchase of shares | 3,600,000 | 9,600,000 | 2,100,000 |
STOCKHOLDERS' EQUITY - Prefer_2
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
OLD PlayStudios, Inc. | |||
Class of Stock [Line Items] | |||
Raised capital contributions | $ 33,700,000 | ||
Preferred stock, shares outstanding | 162,596,000 | 162,595,680 | 162,595,680 |
Dividends declared or paid | $ 0 | $ 0 | |
Minimum aggregate paid purchase price | $ 500,000 | $ 500,000 | |
Automatic conversion, sale of stock, offering price per share | $ 1.22 | $ 1.22 | |
Automatic conversion, sale of stock, minimum proceeds' | $ 25,000,000 | $ 25,000,000 | |
OLD PlayStudios, Inc. | Series A | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 80,800,000 | 80,800,000 | |
Liquidation price per share | $ 0.06 | $ 0.06 | |
Conversion price per share | 0.06 | 0.06 | |
Annual noncumulative dividend rights per share | $ 0.01 | $ 0.01 | |
OLD PlayStudios, Inc. | Series B | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 41,348,000 | 41,348,000 | |
Liquidation price per share | $ 0.21 | $ 0.21 | |
Conversion price per share | 0.21 | 0.21 | |
Annual noncumulative dividend rights per share | $ 0.02 | $ 0.02 | |
OLD PlayStudios, Inc. | Series C-1 | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 13,556,000 | ||
Liquidation price per share | $ 0.27 | ||
Conversion price per share | 0.27 | ||
Annual noncumulative dividend rights per share | $ 0.02 | ||
OLD PlayStudios, Inc. | Series C | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 26,892,000 | 26,892,000 | |
Liquidation price per share | $ 0.61 | $ 0.61 | |
Conversion price per share | 0.61 | 0.61 | |
Annual noncumulative dividend rights per share | $ 0.05 | $ 0.05 |
STOCKHOLDERS' EQUITY - Warran_2
STOCKHOLDERS' EQUITY - Warrants to Purchase Preferred Stock (Details) - OLD PlayStudios, Inc. $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020$ / shares | |
Class of Warrant or Right [Line Items] | ||||
Number of shares to be purchased for one warrant | 1 | |||
Conversion ratio | 1 | 1 | ||
Warrants Outstanding | 6,042,000 | 6,042,000 | 6,000,000 | |
Exercise Price | $ / shares | $ 0 | $ 0 | ||
Warrants exercisable | 1,300,000 | 1,300,000 | ||
Weighted-average exercise price of all warrants | $ / shares | $ 0.26 | $ 0.26 | $ 0.26 | |
Weighted-average remaining contractual term of the warrants | 3 years | 3 years 3 months 18 days | ||
Aggregate intrinsic value | $ | $ 8.3 | $ 6.6 | $ 2.6 | |
IPO | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants exercisable | 1,300,000 | 1,300,000 | ||
Series A | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 560,000 | |||
Exercise Price | $ / shares | $ 0.06 | |||
Series B | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 2,563,000 | 2,563,000 | ||
Exercise Price | $ / shares | $ 0.21 | $ 0.21 | ||
Warrants exercisable | 2,600,000 | |||
Series C-1 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 2,302,000 | 2,302,000 | ||
Exercise Price | $ / shares | $ 0.27 | $ 0.27 | ||
Series C | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Outstanding | 617,000 | 617,000 | ||
Exercise Price | $ / shares | $ 0.61 | $ 0.61 |
STOCKHOLDERS' EQUITY - Accumu_2
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance as of beginning | $ 481 | $ 98 | $ 98 | $ (81) |
Foreign currency translation gain | (296) | (55) | 383 | 179 |
Balance as of ending | 185 | 43 | 481 | 98 |
Currency Translation Adjustment | ||||
Balance as of beginning | 481 | 98 | 98 | (81) |
Foreign currency translation gain | (296) | (55) | 383 | 179 |
Balance as of ending | $ 185 | $ 43 | $ 481 | $ 98 |
STOCK-BASED COMPENSATION - 20_2
STOCK-BASED COMPENSATION - 2011 Omnibus Stock and Incentive Plan (Details) - OLD PlayStudios, Inc. - Plan - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for awards | 149,150,000 | 149,150,000 | ||
Number of shares still available for award | 5,705,118 | 5,900,000 | ||
Income tax benefit recognized from stock-based compensation expense | $ 0.7 | $ 0.1 | $ 0.2 | |
Income tax benefit from the conversion of incentive stock options to non-qualified stock options | $ 0.1 |
STOCK-BASED COMPENSATION - St_4
STOCK-BASED COMPENSATION - Stock-based Compensation Expense Recorded In Income From Operations (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 25 | $ 2,881 | $ 9,232 | ||
Capitalized stock-based compensation | 0 | 119 | 687 | ||
Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 900 | $ 625 | 3,519 | 5,884 | 10,902 |
Capitalized stock-based compensation | 209 | 162 | 605 | 912 | 1,405 |
Plan | Selling and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 21 | 24 | 94 | 85 | 442 |
Plan | General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 383 | 263 | 1,044 | 964 | 7,328 |
Plan | Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 496 | $ 338 | $ 2,381 | $ 4,835 | $ 3,132 |
STOCK-BASED COMPENSATION - St_5
STOCK-BASED COMPENSATION - Stock Option (Details) - OLD PlayStudios, Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded options | 550,000 | |||||
Options outstanding | 74,275,000 | 77,640,000 | ||||
Total unrecognized compensation expense related to stock options to employees | $ 9,400 | |||||
Cost is expected to be recognized overremaining average period | 2 years 3 months 18 days | |||||
Total intrinsic value of stock options exercised | $ 4,900 | $ 200 | ||||
Stock options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum term (in years) | 10 years | 10 years | ||||
Awarded options | 7,080 | 4,200,000 | ||||
Weighted- average grant-date fair value | $ 0.24 | |||||
Options outstanding | 100,000 | 77,640 | 91,300 | |||
Total unrecognized compensation expense related to stock options to employees | $ 10,500 | |||||
Cost is expected to be recognized overremaining average period | 2 years 4 months 24 days | |||||
Total intrinsic value of stock options exercised | $ 19,600 | $ 1,200 | $ 1,100 | |||
Stock options | Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 3 years | 3 years | ||||
Stock options | Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | 4 years | ||||
Restricted Stock | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation expense related to stock options to employees | $ 555 | |||||
Issuance of shares | 0 | 0 | 1,800,000 | |||
Performance-based stock options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awarded options | 4,200,000 | |||||
Weighted- average grant-date fair value | $ 0.24 | |||||
Options outstanding | 53,820 | 3,600,000 | ||||
Non Qualified Stock Options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Income tax benefit recognized from exercise of options | $ 13,400 | $ 100 | ||||
Disqualifying Dispositions of Incentive Stock Options | Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Income tax benefit recognized from exercise of options | $ 100 | $ 300 |
STOCK-BASED COMPENSATION - St_6
STOCK-BASED COMPENSATION - Stock Option Activity For Time-based and Performance-based Options (Details) - OLD PlayStudios, Inc. - Stock options $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
No. of Options | |
Outstanding - December 31, 2020 | shares | 77,640 |
Granted | shares | 550 |
Exercised | shares | (3,161) |
Forfeited | shares | (695) |
Expired | shares | (59) |
Outstanding - March 31, 2021 | shares | 74,275 |
Unvested - March 31, 2021 | shares | 36,467 |
Exercisable - March 31, 2021 | shares | 37,808 |
Weighted-Average Exercise Price | |
Outstanding - December 31, 2020 | $ / shares | $ 0.20 |
Granted | $ / shares | 1.83 |
Exercised | $ / shares | 0.26 |
Forfeited | $ / shares | 0.36 |
Expired | $ / shares | 0.32 |
Outstanding - March 31, 2021 | $ / shares | 0.21 |
Unvested - March 31, 2021 | $ / shares | 0.18 |
Exercisable - March 31, 2021 | $ / shares | $ 0.23 |
Weighted- Average Remaining Term (in Years) | |
Outstanding - March 31, 2021 | 6 years 10 months 24 days |
Unvested - March 31, 2021 | 8 years 1 month 6 days |
Exercisable - March 31, 2021 | 5 years 7 months 6 days |
Aggregate Intrinsic Value | |
Outstanding - March 31, 2021 | $ | $ 84,448 |
Unvested - March 31, 2021 | $ | 42,426 |
Exercisable - March 31, 2021 | $ | $ 42,022 |
STOCK-BASED COMPENSATION - We_2
STOCK-BASED COMPENSATION - Weighted-average Assumption to Estimate Fair Value of Stock Options Granted (Details) - OLD PlayStudios, Inc. - Stock options - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 5 years 10 months 10 days | 5 years 10 months 6 days | |||
Expected volatility | 51.24% | 58.45% | |||
Risk-free interest rate range, minimum | 0.54% | 0.41% | |||
Risk-free interest rate range, maximum | 0.60% | 0.47% | |||
Dividend yield | 0.00% | 0.00% | |||
Grant-date fair value | $ 0.52 | $ 0.29 | |||
Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 5 years 11 months 16 days | 5 years 11 months 5 days | 5 years 11 months 27 days | ||
Expected volatility | 59.56% | 70.00% | 63.12% | ||
Risk-free interest rate range, minimum | 0.24% | 1.54% | 2.77% | ||
Risk-free interest rate range, maximum | 0.51% | 2.59% | 3.13% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Grant-date fair value | $ 0.60 | $ 0.27 | $ 0.19 |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Repurchases and Sales of Company Stock (Details) - OLD PlayStudios, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expensed | $ 25 | $ 2,881 | $ 9,232 |
Capitalized | 0 | 119 | 687 |
Total | $ 25 | $ 3,000 | $ 9,919 |
Stock repurchase through exercise of right of first refusal | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 25 | 9,570 | 2,130 |
Expensed | $ 25 | $ 2,881 | $ 707 |
Capitalized | 0 | 119 | 148 |
Total | $ 25 | $ 3,000 | $ 855 |
Secondary transaction between employees and MGM | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 10,050 | ||
Expensed | $ 6,485 | ||
Capitalized | 349 | ||
Total | $ 6,834 | ||
Secondary transaction between employees and existing investors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 6,128 | ||
Expensed | $ 2,040 | ||
Capitalized | 190 | ||
Total | $ 2,230 |
NET INCOME PER SHARE (Details_2
NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Net income attributable to common stockholders-basic | ||||||||||||
Net income | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
Net income attributable to common stockholders - basic | 6,246,558 | (7,642,153) | ||||||||||
Net income attributable to common stockholders-diluted | ||||||||||||
Net income | 6,258,699 | $ (7,620,693) | $ (7,620,693) | |||||||||
OLD PlayStudios, Inc. | ||||||||||||
Net income attributable to common stockholders-basic | ||||||||||||
Net income | 5,918,000 | $ 5,492,000 | $ 12,807,000 | [1],[2] | $ 13,614,000 | [1],[2] | $ 2,822,000 | [1],[2] | ||||
Income allocated to participating preferred stock | (4,000,000) | (3,838,000) | (6,822,000) | (7,174,000) | (5,087,000) | |||||||
Net income attributable to common stockholders - basic | 1,918,000 | [3] | 1,654,000 | [3] | 5,985,000 | [4] | 6,440,000 | [4] | 3,367,000 | [4] | ||
Net income attributable to common stockholders-diluted | ||||||||||||
Net income | 5,918,000 | 5,492,000 | 12,807,000 | [1],[2] | 13,614,000 | [1],[2] | 2,822,000 | [1],[2] | ||||
Income allocated to participating preferred stock | (3,819,000) | (3,763,000) | (6,387,000) | (6,945,000) | (4,977,000) | |||||||
Net income attributable to common stockholders - diluted | $ 2,099,000 | [3] | $ 1,729,000 | [3] | $ 6,420,000 | [4] | $ 6,669,000 | [4] | $ 3,477,000 | [4] | ||
Weighted average shares of common stock outstanding | ||||||||||||
Basic weighted average shares of common stock outstanding | 239,946 | 236,367 | 236,118,856 | 234,070,277 | 229,409,649 | |||||||
Dilutive effect of weighted average stock options | 61,020 | 25,822 | 43,951,931 | 19,704,926 | 17,459,421 | |||||||
Dilutive weighted average shares of common stock outstanding | 305,007 | 264,323 | 283,067,558 | 255,453,583 | 248,179,915 | |||||||
Net income attributable to common stockholders per share | ||||||||||||
Basic | $ 0.01 | $ 0.01 | $ 0.03 | $ 0.03 | $ 0.01 | |||||||
Diluted | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.03 | $ 0.01 | |||||||
OLD PlayStudios, Inc. | Series A | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 539 | 483 | 509,959 | 466,040 | 452,308 | |||||||
OLD PlayStudios, Inc. | Series B | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 1,167 | 715 | 930,400 | 579,050 | 469,189 | |||||||
OLD PlayStudios, Inc. | Series C-1 | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 1,938 | 936 | 1,413,452 | 633,290 | 389,348 | |||||||
OLD PlayStudios, Inc. | Series C | ||||||||||||
Weighted average shares of common stock outstanding | ||||||||||||
Dilutive effect of weighted average warrants | 397 | 142,960 | ||||||||||
[1] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, International. As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[2] | As further discussed in Note 13, a related party held a noncontrolling interest in the Company’s subsidiary, PlayStudios International Limited (“International”). As International incurred losses prior to the Company’s purchase of the noncontrolling interest in 2018 and losses of International were not allocable to the noncontrolling interest, net and comprehensive losses of International were not allocated to the noncontrolling interest. | |||||||||||
[3] | Refer to Note 17 for determination of net income attributable to common stockholders versus participating preferred stockholders. | |||||||||||
[4] | Refer to Note 15 for determination of net come attributable to common stockholders versus participating preferred stockholders, including discussion of deemed contributions related to the redemption of preferred NCI and the associated impact on 2018 net income attributable to common stockholders. |
NET INCOME PER SHARE - Schedu_2
NET INCOME PER SHARE - Schedule of Anti-dlituve Securities (Details) - OLD PlayStudios, Inc. - shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Series C | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 617 | 617,192 | 617,192 | ||||
Series B | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 1,232 | [1] | 1,232 | [1] | 1,231,872 | 1,231,872 | 1,231,872 |
Stock options | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities | 885 | 20,053 | 340,000 | 27,796,684 | 36,020,008 | ||
[1] | A portion of the Series B warrants were excluded from the diluted net income per share calculation because they are only exercisable upon a change in control or an IPO. |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - OLD PlayStudios, Inc. $ in Thousands, ₪ in Millions, ¥ in Millions | Apr. 01, 2021USD ($) | May 31, 2021ILS (₪) | May 31, 2021USD ($) | Mar. 31, 2021USD ($) | May 31, 2021CNY (¥) |
Subsequent Event [Line Items] | |||||
Funded note receivable from a third-party game developer | $ 5,034 | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Funded note receivable from a third-party game developer | $ 2,500 | ||||
Subsequent event | Pending litigation | TeamSava and related parties | |||||
Subsequent Event [Line Items] | |||||
Amount of damages seeks in pending litigation | ₪ 27.3 | $ 8,500 | |||
Range of possible loss but not made any accruals | ¥ | ¥ 27.3 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 1,061,717 |
Prepaid expenses | 676,797 |
Total current assets | 1,738,514 |
Security deposit | 2,875 |
Cash and Marketable securities held in Trust Account | 215,275,732 |
Total assets | 217,017,121 |
LIABILITIES AND SHAREHOLDER'S EQUITY | |
Current liabilities - accrued expenses | 6,150 |
Accrued Liabilities, Current | 6,150 |
Deferred underwriting fee payable | 7,533,750 |
Warrant Liabilities | 24,945,850 |
Total liabilities | 32,485,750 |
Commitments and contingencies (see Note 12) | |
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 179,531,370 |
Stockholder's Equity | |
Preferred stock, $0.00005 par value (168,638 shares authorized, 162,596 shares issued and outstanding as of March 31, 2021 and December 31, 2020; aggregate liquidation preference of $33,750 as of March 31, 2021 and December 31, 2020) | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 357 |
Additional paid-in capital | 12,619,799 |
Accumulated deficit | (7,620,693) |
Total stockholders' equity | 5,000,004 |
Total liabilities and stockholders' equity | 217,017,121 |
Class A common stock | |
Stockholder's Equity | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 357 |
Class A Common Stock Subject to Redemption | |
LIABILITIES AND SHAREHOLDER'S EQUITY | |
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 179,531,370 |
Class A Common Stock Not Subject to Redemption | |
Stockholder's Equity | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 357 |
Class B common stock | |
Stockholder's Equity | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | $ 538 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Sep. 15, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common shares, par value, (per share) | $ 10 | |||
Common shares, shares issued | 2,949,428 | 3,574,009 | ||
Common stock outstanding | 2,949,428 | 3,574,009 | ||
Temporary Equity, Shares Outstanding | 17,950,991 | |||
Class A common stock | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 500,000,000 | 500,000,000 | ||
Common shares, shares issued | 2,949,428 | 3,574,009 | ||
Common stock outstanding | 2,949,428 | 3,574,009 | ||
Temporary Equity, Shares Outstanding | 18,575,572 | 17,950,991 | ||
Shares Issued, Price Per Share | $ 10 | |||
Class A Common Stock Subject to Redemption | ||||
Temporary Equity, Shares Outstanding | 18,575,572 | 17,950,991 | ||
Class A Common Stock Not Subject to Redemption | ||||
Common shares, par value, (per share) | $ 0.0001 | |||
Common shares, shares authorized | 500,000,000 | |||
Common shares, shares issued | 3,574,009 | |||
Common stock outstanding | 3,574,009 | |||
Class B common stock | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 50,000,000 | 50,000,000 | ||
Common shares, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | |
Common stock outstanding | 5,381,250 | 5,381,250 | 5,381,250 | 5,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Formation and operating costs | $ 1,439,242 |
Loss from operations | (1,439,242) |
Other expense, net: | |
Interest income | 22,174 |
Unrealized gain on marketable securities held in Trust Account | 3,558 |
Change in fair value of warrant liabilities | (6,207,183) |
Total other expense, net | (6,181,451) |
Net income | $ (7,620,693) |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | shares | 18,321,541 |
Basic and diluted net income per share, Common stock subject to possible redemption | $ / shares | $ 0 |
Weighted average shares outstanding, basic and diluted | shares | 6,764,617 |
Basic and diluted net loss per non-redeemable common share | $ / shares | $ (1.13) |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity, Shares Outstanding | 17,950,991 | |
Temporary Equity, Net Income | $ 12,141 | $ (21,460) |
Class A Common Stock Subject to Redemption | ||
Temporary Equity, Shares Outstanding | 18,575,572 | 17,950,991 |
Temporary Equity, Net Income | $ 21,460 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockCommon Stock | Class A Common Stock Subject to RedemptionCommon Stock | Class A Common Stock Subject to RedemptionAdditional Paid-In Capital | Class A Common Stock Subject to RedemptionRetained Earnings | Class A Common Stock Subject to Redemption | Class A Common Stock Not Subject to RedemptionCommon Stock | Class B common stockCommon Stock | Class B common stockAdditional Paid-In Capital | Class B common stockRetained Earnings | Class B common stock | Additional Paid-In Capital | Retained Earnings | Total |
Ending balance at Dec. 31, 2020 | $ 357 | $ 357 | $ 538 | $ 12,619,799 | $ (7,620,693) | $ 5,000,004 | |||||||
Balance at the end (in shares) at Dec. 31, 2020 | 3,574,009 | 3,574,009 | 5,381,250 | ||||||||||
Beginning balance at Aug. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||
Balance at the beginning (in shares) at Aug. 13, 2020 | 0 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Class B Ordinary Shares to Sponsor | $ 575 | $ 24,425 | $ 0 | $ 25,000 | |||||||||
Issuance of Class B Ordinary Shares to Sponsor (in shares) | 5,750,000 | ||||||||||||
Sale of 21,525,000 Units, net of underwriting discounts and offering costs | $ 2,153 | 192,124,911 | 0 | $ 192,127,064 | |||||||||
Number of units issued | 21,525,000 | 21,525,000 | |||||||||||
Forfeiture of Founder Shares | $ (37) | 37 | 0 | ||||||||||
Forfeiture of Founder Shares (in shares) | (368,750) | ||||||||||||
Class A Ordinary Shares subject to possible redemption | $ (1,796) | $ (179,529,574) | $ 0 | $ (179,531,370) | |||||||||
Class A Ordinary Shares subject to possible redemption (in shares) | (17,950,991) | ||||||||||||
Net income attributable to PlayStudios, Inc. | 0 | (7,620,693) | $ (7,620,693) | ||||||||||
Ending balance at Dec. 31, 2020 | $ 357 | $ 357 | $ 538 | 12,619,799 | (7,620,693) | 5,000,004 | |||||||
Balance at the end (in shares) at Dec. 31, 2020 | 3,574,009 | 3,574,009 | 5,381,250 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income attributable to PlayStudios, Inc. | 6,258,699 | 6,258,699 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 295 | $ 538 | $ 6,361,165 | $ (1,361,994) | $ 5,000,004 | ||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 2,949,428 | 5,381,250 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Nov. 09, 2020 | Dec. 31, 2020 | Oct. 27, 2020 |
Number of units issued | 21,525,000 | ||
Over-allotment | |||
Number of units issued | 1,525,000 | ||
Over-allotment | Private Placement Warrants | |||
Number of warrants issued | 6,500,000 | ||
Private Placement | |||
Number of warrants issued | 4,333,333 | ||
Private Placement | Private Placement Warrants | |||
Number of warrants issued | 4,333,333 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net loss | $ (7,620,693) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |
Interest earned on marketable securities held in Trust Account | (22,174) |
Unrealized gain on marketable securities held in Trust Account | (3,558) |
Change in fair value of warrant liabilities | 6,207,183 |
Allocation of IPO costs to warrant liabilities | 720,885 |
Compensation expense - Private Warrants | 453,667 |
Increase (Decrease) in Operating Capital [Abstract] | |
Prepaid expenses | (676,797) |
Accrued expenses | 6,150 |
Net cash provided by operating activities | (935,337) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | |
Investment of cash in Trust Account | (215,250,000) |
Security deposit | (2,875) |
Net cash used in investing activities | (215,252,875) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |
Proceeds from issuance of Class B Ordinary Shares to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 210,945,000 |
Proceeds from advance - related party | 2,621,369 |
Repayment of advance - related party | (2,621,369) |
Proceeds from sale of Private Placement Warrants | 6,805,000 |
Proceeds from promissory note - related party | 278,631 |
Repayment of promissory note - related party | (278,631) |
Payment of offering costs | (525,071) |
Net cash used in financing activities | 217,249,929 |
Net change in cash and cash equivalents | 1,061,717 |
Cash and cash equivalents at beginning of period | 0 |
Cash and cash equivalents at end of period | 1,061,717 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A Ordinary Shares subject to possible redemption | 185,930,930 |
Change in value of Class A Ordinary Shares subject to possible redemption | (6,399,560) |
Initial classification of warrant liabilities | 18,738,667 |
Deferred underwriting fee payable | $ 7,533,750 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 5 Months Ended |
Dec. 31, 2020 | |
BACKGROUND AND BASIS OF PRESENTATION | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses (the “Business Combination”). The Company has two subsidiaries, Catalyst Merger Sub I, Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 ("First Merger Sub") and Catalyst Merger Sub II, LLC, a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 ("Second Merger Sub") (see Note 10). As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of PlayStudios, Inc., a Delaware corporation (“PlayStudios”) (see Note 10). The registration statement for the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On November 9, 2020, the Company consummated the sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000. Transaction costs amounted to $12,363,821, consisting of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs. In accordance with the reclassification of the public and private warrants, $720,885 of the transaction costs were expensed through the Statement of Operations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had $1,061,717 in its operating bank accounts, $215,275,732 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $1,732,364. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 5 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). On April 12, 2021, the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. Following the SEC Staff Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously As Reported Adjustments Revised Balance sheet as of October 27, 2020 (audited) Warrant Liabilities $ — $ 17,600,000 $ 17,600,000 Total Liabilities 9,979,556 17,600,000 27,579,556 Ordinary Shares Subject to Possible Redemption 189,953,340 (17,600,000) 172,353,340 Class A Ordinary Shares 100 176 276 Additional Paid-in Capital 5,045,914 1,129,643 6,175,557 Accumulated Deficit (46,579) (1,129,643) (1,176,398) As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 24,945,850 $ 24,945,850 Total Liabilities 7,539,900 24,945,850 32,485,750 Ordinary Shares Subject to Possible Redemption 204,477,211 (24,945,841) 179,531,370 Class A Ordinary Shares 108 249 357 Additional Paid-in Capital 5,238,322 7,381,477 12,619,799 Accumulated Deficit (238,958) (7,381,735) (7,620,693) Shareholders’ Equity 5,000,010 (9) 5,000,001 Statement of Operations for the period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — $ (6,207,183) $ (6,207,183) Transaction Costs – warrant liabilities — (720,885) (720,885) Compensation expense - Private Warrants — (453,667) (453,667) Formation and operating costs (264,690) (1,174,552) (1,439,242) Net loss (238,958) (7,381,735) (7,620,693) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,172,634 (1,851,093) 18,321,541 Weighted average shares outstanding, basic and diluted Basic and diluted weighted average shares outstanding Non-redeemable common stock 5,744,947 1,019,670 6,764,617 Basic and diluted net loss per non-redeemable common share (0.05) (1.08) (1.13) As Previously As Reported Adjustments Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 (audited) Net loss (238,958) (7,381,735) (7,620,693) Change in fair value of warrant liabilities — 6,207,183 6,207,183 Allocation of IPO costs to warrant liabilities — 720,885 720,885 Compensation expense - Private Warrants — 453,667 453,667 Initial classification of Class A Ordinary Shares subject to possible redemption 204,669,590 (18,738,660) 185,930,930 Change in value of Class A Ordinary Shares subject to possible redemption (192,379) (6,207,181) (6,399,560) Initial classification of warrant liabilities — 18,738,667 18,738,667 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 5 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Warrant Liabilities (Restated) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the net proceeds to the Warrants based on their initial fair value measurement of $18,738,667 and then allocated the remaining proceeds, net of the remaining underwriting discounts and offering costs of $11,525,071, to the Class A Ordinary shares. A portion of the Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company's control. For the sale of the Private Warrants, the Company recorded a warrant liability for the initial fair value of the warrants in the amount of $7,258,667, with the amount of the proceeds in excess of the initial fair value recorded as additional paid in capital. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Share (Restated) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements (Restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments (Restated) The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,525,000 Units , at a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,525,000 Units, at a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. Additionally, the Company has prepaid $20,000 as of March 31, 2021 and December 31, 2020 which is included in prepaid expenses which is included in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B Ordinary Shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B Ordinary Shares resulting in 5,750,000 Class B Ordinary Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $20,000 in fees for these services. Due to Sponsor The Sponsor advanced $2,621,369 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. Subsequent to the Initial Public Offering, on October 29, 2020, the Company repaid $2,621,369. Promissory Note — Related Party On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Note of $278,631 was repaid at the closing of the Initial Public Offering on October 27, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS AND CONTINGENCIES_9
COMMITMENTS AND CONTINGENCIES | 5 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 9, 2020, the underwriter’s partially exercised their over-allotment option to purchase an additional 1,525,000 Units, at a price of $10.00 per Unit, and forfeited the remaining option to purchase additional Units. The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
SHAREHOLDER'S EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,949,428 and 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 18,575,572 and 17,950,991 Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 7. SHAREHOLDERS’ EQUITY (Restated) Preferred Shares —The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 17,950,991 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B Ordinary Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. |
WARRANTS
WARRANTS | 5 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
WARRANTS | NOTE 8. WARRANTS Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A Ordinary Shares upon exercise of a warrant unless Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at a price of $0.01 per Public Warrant; · upon a minimum of 30 days' prior written notice of redemption to each warrant holder and · if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A Ordinary Shares; and · if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, December 31, Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,289,800 $ 215,275,732 Liabilities: Warrant Liability – Public Warrants 1 $ 10,906,000 $ 15,282,750 Warrant Liability – Private Placement Warrants 3 $ 6,895,734 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 9,663,101 $ 15,282,750 $ 24,945,850 Change in valuation inputs or other assumptions (2,767,367) (4,376,750) (7,144,117) Fair value as of March 31, 2021 $ 6,895,734 $ 10,906,000 $ 17,801,733 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | NOTE 9. FAIR VALUE MEASUREMENTS (Restated) The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,275,732 Liabilities: Warrant Liabilities – Public Warrants 1 $ 15,282,749 Warrant Liabilities – Private Placement Warrants 3 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 27, 2020, the date of the Company's Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.34 % Trading days per year 252 Expected volatility 27.0 % Exercise price $ 11.50 Stock Price $ 10.00 On October 27, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.60 per warrant for aggregate values of $6.9 million and $10.7 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $9.7 million and $15.3 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 6,933,333 10,666,667 17,600,000 Measurement on November 9, 2020 (Over-Allotment) 325,334 813,333 1,138,667 Change in valuation inputs or other assumptions 2,404,434 3,802,749 6,207,183 Fair value as of December 31, 2020 $ 9,663,101 $ 15,282,749 $ 24,945,850 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $11,480,000 during the period from October 27, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and above for the restatement, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). Pursuant to the Merger Agreement, First Merger Sub will merge with and into PlayStudios, with PlayStudios surviving such merger as a wholly owned subsidiary of the Company and immediately following the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger and a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be cancelled in exchange for the right to receive Cash Electing Share (as defined in the Merger Agreement) or New PlayStudios Class A Common Stock (as defined in the Merger Agreement). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On February 1, 2021, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors have collectively subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following the closing of the Transaction, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement. In January 2021, the Company entered into an agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, LionTree Advisors LLC and Oppenheimer & Co. Inc. (collectively, the “Placement Agents”) whereby the Placement Agents will work on behalf of the Company to secure the Pipe Investment. The agreement specifies that the fee payable to the Placement Agents will be 3% of the total securities sold by the Company plus expenses and is payable upon successful placement of the securities. In January 2021, the Company entered into two agreements with a vendor to perform due diligence, tax diligence and structuring services associated with the Merger Agreement. The agreements specify for a total payment of $400,000 in the event of a successful Business Combination, $120,000 in the event the Business Combination does not consummate and $280,000 in the event the Business Combination does not consummate but the Company receives a break-up fee. In January 2021, the Company entered an agreement with a vendor for the delivery of an opinion as to whether or not the Merger Agreement is fair to the Company from a financial point of view. The agreements specifies for a payment of $400,000 plus expenses with $150,000 due upon execution of the agreement and the remainder due upon the successful closing of the Business Combination. On February 1, 2021, the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor and each director of the Company agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 of the Company’s Class B Ordinary Shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit, for no consideration, 850,000 of the Company’s Class B Ordinary Shares held by the Sponsor and 715,000 of the Company’s Private Placement Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional of the Company’s Class B Ordinary Shares conditioned on certain redemptions of the Company’s Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any of the Company’s Class B Ordinary Shares or the Company’s Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. On February 2, 2021, the Company entered into Voting and Support Agreements (the “Company Support Agreements”), by and among the Company, PlayStudios and certain stockholders of PlayStudios (the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company shareholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class. On March 2, 2021, a lawsuit was filed in the Superior Court of California, Los Angeles County, by a purported Company stockholder in connection with the Business Combination: McCart v. Acies Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names the Company and members of our Board of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and abetting our Board of Directors’ breach of fiduciary duties against the Company. The Complaint also alleges that the registration statement on Form S-4 filed by the Company containing the proxy statement / prospectus related to the Business Combination is materially deficient and omits and/or misrepresents material information including, among other things, certain financial information, details regarding the Company’s financial advisors, and other information relating to the background of the Business Combination. The Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages. Another purported Company stockholder sent a demand letter on February 19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding the Business Combination. The Company believes the allegations made in the Complaint and Demand are without merit and intends to defend these lawsuits; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception) through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Class A Common Stock Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Warrant Liabilities | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). | Warrant Liabilities (Restated) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). |
Components of Equity | Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the net proceeds to the Warrants based on their initial fair value measurement of $18,738,667 and then allocated the remaining proceeds, net of the remaining underwriting discounts and offering costs of $11,525,071, to the Class A Ordinary shares. A portion of the Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company's control. For the sale of the Private Warrants, the Company recorded a warrant liability for the initial fair value of the warrants in the amount of $7,258,667, with the amount of the proceeds in excess of the initial fair value recorded as additional paid in capital. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) Per Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | Net Income (Loss) Per Share (Restated) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements (Restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments (Restated) The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Summarizes the effect of the correction on each financial statement line item | As Previously As Reported Adjustments Revised Balance sheet as of October 27, 2020 (audited) Warrant Liabilities $ — $ 17,600,000 $ 17,600,000 Total Liabilities 9,979,556 17,600,000 27,579,556 Ordinary Shares Subject to Possible Redemption 189,953,340 (17,600,000) 172,353,340 Class A Ordinary Shares 100 176 276 Additional Paid-in Capital 5,045,914 1,129,643 6,175,557 Accumulated Deficit (46,579) (1,129,643) (1,176,398) As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 24,945,850 $ 24,945,850 Total Liabilities 7,539,900 24,945,850 32,485,750 Ordinary Shares Subject to Possible Redemption 204,477,211 (24,945,841) 179,531,370 Class A Ordinary Shares 108 249 357 Additional Paid-in Capital 5,238,322 7,381,477 12,619,799 Accumulated Deficit (238,958) (7,381,735) (7,620,693) Shareholders’ Equity 5,000,010 (9) 5,000,001 Statement of Operations for the period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — $ (6,207,183) $ (6,207,183) Transaction Costs – warrant liabilities — (720,885) (720,885) Compensation expense - Private Warrants — (453,667) (453,667) Formation and operating costs (264,690) (1,174,552) (1,439,242) Net loss (238,958) (7,381,735) (7,620,693) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,172,634 (1,851,093) 18,321,541 Weighted average shares outstanding, basic and diluted Basic and diluted weighted average shares outstanding Non-redeemable common stock 5,744,947 1,019,670 6,764,617 Basic and diluted net loss per non-redeemable common share (0.05) (1.08) (1.13) As Previously As Reported Adjustments Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 (audited) Net loss (238,958) (7,381,735) (7,620,693) Change in fair value of warrant liabilities — 6,207,183 6,207,183 Allocation of IPO costs to warrant liabilities — 720,885 720,885 Compensation expense - Private Warrants — 453,667 453,667 Initial classification of Class A Ordinary Shares subject to possible redemption 204,669,590 (18,738,660) 185,930,930 Change in value of Class A Ordinary Shares subject to possible redemption (192,379) (6,207,181) (6,399,560) Initial classification of warrant liabilities — 18,738,667 18,738,667 |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of basic and diluted net income (loss) per common share | Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | March 31, December 31, Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,289,800 $ 215,275,732 Liabilities: Warrant Liability – Public Warrants 1 $ 10,906,000 $ 15,282,750 Warrant Liability – Private Placement Warrants 3 $ 6,895,734 $ 9,663,101 | December 31, Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,275,732 Liabilities: Warrant Liabilities – Public Warrants 1 $ 15,282,749 Warrant Liabilities – Private Placement Warrants 3 $ 9,663,101 |
Schedule of key inputs | October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.34 % Trading days per year 252 Expected volatility 27.0 % Exercise price $ 11.50 Stock Price $ 10.00 | |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 9,663,101 $ 15,282,750 $ 24,945,850 Change in valuation inputs or other assumptions (2,767,367) (4,376,750) (7,144,117) Fair value as of March 31, 2021 $ 6,895,734 $ 10,906,000 $ 17,801,733 | Private Warrant Placement Public Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 6,933,333 10,666,667 17,600,000 Measurement on November 9, 2020 (Over-Allotment) 325,334 813,333 1,138,667 Change in valuation inputs or other assumptions 2,404,434 3,802,749 6,207,183 Fair value as of December 31, 2020 $ 9,663,101 $ 15,282,749 $ 24,945,850 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 09, 2020USD ($)$ / sharesshares | Oct. 27, 2020USD ($)$ / sharesshares | Oct. 14, 2020 | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 21,525,000 | |||||
Proceeds from sale of Private Placement Warrants | $ 6,805,000 | |||||
Deferred underwriting fee payable | $ 7,533,750 | 7,533,750 | ||||
Allocation of IPO costs to warrant liabilities | 720,885 | 720,885 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,061,717 | 1,061,717 | ||||
Condition For Future Business Combination Number Of Businesses Minimum | 1 | 1 | ||||
Payments for investment of cash in Trust Account | 215,250,000 | |||||
Operating bank accounts | 1,061,717 | |||||
Securities held in Trust Account | 215,275,732 | |||||
working capital | $ 1,732,364 | |||||
Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Share Price | $ / shares | 9.20 | |||||
Public Warrants | Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ / shares | 9.20 | $ 9.20 | $ 9.20 | |||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 21,525,000 | 200,000,000 | 3,000,000 | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | ||||
Share Price | $ / shares | $ 10 | |||||
Transaction Costs | $ 12,363,821 | |||||
Underwriting fees | 4,305,000 | |||||
Deferred underwriting fee payable | 7,533,750 | |||||
Other offering costs | 525,071 | |||||
Allocation of IPO costs to warrant liabilities | $ 720,885 | |||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | 100.00% | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |||||
Threshold percentage of public shares subject to redemption without companys prior written consent | 15.00% | 15.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||
Threshold business days for redemption of public shares | 10 days | 10 days | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||
IPO | Class A common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 20,000,000 | |||||
Share Price | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 200,000,000 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants issued | shares | 4,333,333 | |||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 15,555,000 | $ 6,500,000 | ||||
Additional units sold of shares | shares | 203,334 | |||||
Investment Of Proceeds In Trust Account | $ 15,250,000 | |||||
Aggregate proceeds held in the Trust Account | $ 215,250,000 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants issued | shares | 4,333,333 | |||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 305,000 | |||||
Additional units sold of shares | shares | 203,334 | |||||
Over-allotment | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 1,525,000 | |||||
Share Price | $ / shares | $ 10 | |||||
Over-allotment | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants issued | shares | 6,500,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 | Aug. 13, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant liabilities | $ 17,801,733 | $ 24,945,850 | $ 17,600,000 | |
Total Liabilities | 25,401,002 | 32,485,750 | 27,579,556 | |
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 179,531,370 | |||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 357 | |||
Additional Paid-in Capital | 6,361,165 | 12,619,799 | 6,175,557 | |
Accumulated deficit | (1,361,994) | (7,620,693) | (1,176,398) | |
Shareholders' Equity | 5,000,004 | 5,000,004 | $ 0 | |
As Previously Reported | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Liabilities | 7,539,900 | 9,979,556 | ||
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 204,477,211 | |||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 108 | |||
Additional Paid-in Capital | 5,238,322 | 5,045,914 | ||
Accumulated deficit | (238,958) | (46,579) | ||
Shareholders' Equity | 5,000,010 | |||
Adjustments | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant liabilities | 24,945,850 | 17,600,000 | ||
Total Liabilities | 24,945,850 | 17,600,000 | ||
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | (24,945,841) | |||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 249 | |||
Additional Paid-in Capital | 7,381,477 | 1,129,643 | ||
Accumulated deficit | (7,381,735) | (1,129,643) | ||
Shareholders' Equity | (9) | |||
Class A common stock | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 295 | 357 | ||
Class A Common Stock Subject to Redemption | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 185,790,066 | 179,531,370 | 172,353,340 | |
Class A Common Stock Subject to Redemption | As Previously Reported | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | 189,953,340 | |||
Class A Common Stock Subject to Redemption | Adjustments | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Class A Ordinary Shares subject to possible redemption 17,950,991 shares at redemption value | (17,600,000) | |||
Class A Common Stock Not Subject to Redemption | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 357 | 276 | ||
Class A Common Stock Not Subject to Redemption | As Previously Reported | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | 100 | |||
Class A Common Stock Not Subject to Redemption | Adjustments | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | $ 176 | |||
Class B common stock | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, $0.00005 par value (506,000 shares authorized, 241,347 and 238,186 shares issued and outstanding as of March 31, 2021 and December 31, 2020) | $ 538 | $ 538 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Operations (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Change in fair value of warrant liabilities | $ (7,144,117) | $ (6,207,183) | $ (6,207,183) |
Transaction Costs - warrant liabilities | (720,885) | (720,885) | |
Compensation expense - Private Warrants | (453,667) | (453,667) | |
General and Administrative Expense | 899,486 | ||
Formation and operating costs | (1,439,242) | (1,439,242) | |
Net income attributable to PlayStudios, Inc. | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 18,321,541 | 18,321,541 | |
Basic and diluted weighted average shares outstanding | 6,764,617 | 6,764,617 | |
Basic and diluted net loss per non-redeemable common share | $ (1.13) | $ (1.13) | |
As Previously Reported | Restatement of warrants as derivative liabilities | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Formation and operating costs | $ (264,690) | ||
Net income attributable to PlayStudios, Inc. | $ (238,958) | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 20,172,634 | ||
Basic and diluted weighted average shares outstanding | 5,744,947 | ||
Basic and diluted net loss per non-redeemable common share | $ (0.05) | ||
Adjustments | Restatement of warrants as derivative liabilities | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Change in fair value of warrant liabilities | $ (6,207,183) | ||
Transaction Costs - warrant liabilities | (720,885) | ||
Compensation expense - Private Warrants | (453,667) | ||
Formation and operating costs | (1,174,552) | ||
Net income attributable to PlayStudios, Inc. | $ (7,381,735) | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | (1,851,093) | ||
Basic and diluted weighted average shares outstanding | 1,019,670 | ||
Basic and diluted net loss per non-redeemable common share | $ (1.08) | ||
Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted weighted average shares outstanding | 17,950,991 | ||
Basic and diluted net loss per non-redeemable common share | $ 0 | ||
Class A Common Stock Subject to Redemption | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted weighted average shares outstanding | 17,950,991 | 18,321,541 | |
Basic and diluted net loss per non-redeemable common share | $ 0 | $ 0 | |
Class A Common Stock Not Subject to Redemption | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted weighted average shares outstanding | 8,955,259 | ||
Basic and diluted net loss per non-redeemable common share | $ 0.70 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Cash Flows (Details) - USD ($) | Oct. 27, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income attributable to PlayStudios, Inc. | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) | |
Change in fair value of warrant liabilities | $ 7,144,117 | 6,207,183 | 6,207,183 | |
Allocation of IPO costs to warrant liabilities | 720,885 | 720,885 | ||
Compensation expense - Private Warrants | 453,667 | 453,667 | ||
Initial classification of Class A Ordinary Shares subject to possible redemption | 185,930,930 | 185,930,930 | ||
Change in value of Class A Ordinary Shares subject to possible redemption | (6,399,560) | (6,399,560) | ||
Initial classification of warrant liabilities | $ 18,738,667 | 18,738,667 | $ 18,738,667 | |
As Previously Reported | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income attributable to PlayStudios, Inc. | (238,958) | |||
Initial classification of Class A Ordinary Shares subject to possible redemption | 204,669,590 | |||
Change in value of Class A Ordinary Shares subject to possible redemption | (192,379) | |||
Adjustments | Restatement of warrants as derivative liabilities | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income attributable to PlayStudios, Inc. | (7,381,735) | |||
Change in fair value of warrant liabilities | 6,207,183 | |||
Allocation of IPO costs to warrant liabilities | 720,885 | |||
Compensation expense - Private Warrants | 453,667 | |||
Initial classification of Class A Ordinary Shares subject to possible redemption | (18,738,660) | |||
Change in value of Class A Ordinary Shares subject to possible redemption | (6,207,181) | |||
Initial classification of warrant liabilities | $ 18,738,667 |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 27, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Statement [Table] | ||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Stock Repurchased During Period, Shares | 11,711,667 | 11,711,667 | ||
Initial fair value measurement | $ 18,738,667 | 18,738,667 | $ 18,738,667 | |
Underwriting discounts and offering costs | 11,525,071 | |||
Initial fair value of the warrants | $ 7,258,667 | |||
Unrecognized tax benefits | $ 0 | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |
Purchase of aggregate shares | 11,711,667 | 11,711,667 |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Numerator: Earnings allocable to Common stock subject to possible redemption | |||
Interest earned on marketable securities held in Trust Account | $ 15,212 | ||
Unrealized gain on marketable securities held in Trust Account | (3,071) | ||
Net Income allocable to shares subject to redemption | 12,141 | $ (21,460) | |
Net income attributable to PlayStudios, Inc. | 6,258,699 | $ (7,620,693) | (7,620,693) |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | 12,141 | (21,460) | |
Net income attributable to common stockholders - basic | 6,246,558 | $ (7,642,153) | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Weighted average shares outstanding, basic and diluted | 6,764,617 | 6,764,617 | |
Basic and diluted net loss per non-redeemable common share | $ (1.13) | $ (1.13) | |
Adjusted net loss | 6,246,558 | $ (7,642,153) | |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | 250,000 |
Class A common stock | |||
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Weighted average shares outstanding, basic and diluted | 17,950,991 | ||
Basic and diluted net loss per non-redeemable common share | $ 0 | ||
Class A Common Stock Subject to Redemption | |||
Numerator: Earnings allocable to Common stock subject to possible redemption | |||
Interest earned on marketable securities held in Trust Account | 18,493 | ||
Unrealized gain on marketable securities held in Trust Account | 2,967 | ||
Net Income allocable to shares subject to redemption | 21,460 | ||
Less: Net income allocable to Class A ordinary shares subject to possible redemption | $ 21,460 | ||
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Weighted average shares outstanding, basic and diluted | 17,950,991 | 18,321,541 | |
Basic and diluted net loss per non-redeemable common share | $ 0 | $ 0 | |
Class A Common Stock Not Subject to Redemption | |||
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Weighted average shares outstanding, basic and diluted | 8,955,259 | ||
Basic and diluted net loss per non-redeemable common share | $ 0.70 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 09, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 21,525,000 | |||
Number of warrants in a unit | 0.33 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | 1 | ||
Number of warrants in a unit | 0.25 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 21,525,000 | 200,000,000 | 3,000,000 | |
Shares Issued, Price Per Share | $ 10 | $ 10 | ||
Number of warrants in a unit | 0.33 | |||
Number of shares issuable per warrant | 1 | |||
IPO | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,525,000 | |||
Number of shares in a unit | 1,525,000 | |||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 09, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 6,805,000 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Over-allotment | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 6,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 4,333,333 | ||
Price of warrants | $ 1.50 | $ 1.50 | |
Additional units sold of shares | 203,334 | ||
Proceeds from sale of Private Placement Warrants | $ 15,555,000 | $ 6,500,000 | |
Exercise price of warrants | $ 1.50 | $ 1.50 | |
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 4,333,333 | ||
Price of warrants | $ 1.50 | $ 1.50 | |
Additional units sold of shares | 203,334 | ||
Proceeds from sale of Private Placement Warrants | $ 305,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Sep. 15, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Nov. 09, 2020 | Oct. 20, 2020 |
Related Party Transaction [Line Items] | |||||
Common stock outstanding | 3,574,009 | 2,949,428 | |||
Common shares, shares issued | 3,574,009 | 2,949,428 | |||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Issuance of Class B Ordinary Shares to Sponsor | $ 25,000 | ||||
Common stock outstanding | 5,750,000 | 5,381,250 | 5,381,250 | 5,381,250 | |
Common shares, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | ||
Sponsor | Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Consideration received | $ 25,000 | ||||
Consideration received, shares | 8,625,000 | ||||
Number of shares surrender | 2,875,000 | ||||
Over-allotment | Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 750,000 | 368,750 | |||
Shares no longer subject to forfeiture | 381,250 | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Common stock outstanding | 5,381,250 | ||||
Common shares, shares issued | 5,381,250 | ||||
Founder Shares | Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock outstanding | 5,750,000 | ||||
Founder Shares | Sponsor | Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Oct. 27, 2020 | Oct. 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Sep. 04, 2020 |
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | $ 278,631 | |||||
Over-allotment | Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Advance received from related party | 2,621,369 | |||||
IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Repaid to related party | $ 2,621,369 | |||||
Affiliate | ||||||
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | $ 10,000 | |||||
Expenses incurred and paid | $ 30,000 | 20,000 | ||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Repayment of promissory note - related party | $ 278,631 | |||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Price of warrant | $ 1.50 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | Nov. 09, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Deferred fee per unit | $ 0.35 | |||
Deferred underwriting fee payable | $ 7,533,750 | |||
Aggregate deferred underwriting fee payable | $ 7,533,750 | |||
Underwriter option period | 45 days | |||
Number of units issued | 21,525,000 | |||
IPO | ||||
Loss Contingencies [Line Items] | ||||
Deferred underwriting fee payable | $ 7,533,750 | |||
Number of units issued | 21,525,000 | 200,000,000 | 3,000,000 | |
Share price per share | $ 10 | |||
Over-allotment | ||||
Loss Contingencies [Line Items] | ||||
Deferred fee per unit | $ 0.35 | |||
Number of units issued | 1,525,000 | |||
Share price per share | $ 10 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Sep. 15, 2020 |
Class of Stock [Line Items] | ||||
Common shares, par value, (per share) | $ 10 | |||
Common shares, shares issued | 2,949,428 | 3,574,009 | ||
Common stock outstanding | 2,949,428 | 3,574,009 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 17,950,991 | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized | 500,000,000 | 500,000,000 | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | 1 | |||
Common shares, shares issued | 2,949,428 | 3,574,009 | ||
Common stock outstanding | 2,949,428 | 3,574,009 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 18,575,572 | 17,950,991 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 18,575,572 | 17,950,991 | ||
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized | 500,000,000 | |||
Common shares, par value, (per share) | $ 0.0001 | |||
Common shares, shares issued | 3,574,009 | |||
Common stock outstanding | 3,574,009 | |||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized | 50,000,000 | 50,000,000 | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | 1 | |||
Common shares, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | |
Common stock outstanding | 5,381,250 | 5,381,250 | 5,381,250 | 5,750,000 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021$ / shares | Dec. 31, 2020DUSD ($)$ / shares | Dec. 31, 2020$ / shares | |
Class A common stock | |||
Class of Warrant or Right [Line Items] | |||
Share price per share | $ 9.20 | ||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption period | 30 days | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 5 years | 5 years | 5 years |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 1 year | 1 year | |
Threshold period for filling registration statement after business combination | 20 days | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | 60 days | |
Public Warrants | Class A common stock | |||
Class of Warrant or Right [Line Items] | |||
Share price per share | $ 9.20 | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Threshold consecutive trading days for redemption of public warrants | 20 | 20 | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | |
Threshold trading days for redemption of public warrants | 20 | 20 | |
Redemption period | 30 days | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Threshold trading days for redemption of public warrants | D | 20 | ||
Redemption period | 30 days | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 |
Assets: | |||
Cash and marketable securities held in Trust Account | $ 215,289,800 | $ 215,275,732 | |
Liabilities: | |||
Warrant liabilities | 17,801,733 | 24,945,850 | $ 17,600,000 |
Level 1 | Recurring | |||
Assets: | |||
Cash and marketable securities held in Trust Account | 215,289,800 | 215,275,732 | |
Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | 6,895,734 | 9,663,101 | 6,900,000 |
Private Placement Warrants | Level 3 | Recurring | |||
Liabilities: | |||
Warrant liabilities | 6,895,734 | 9,663,101 | |
Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 10,906,000 | 15,282,749 | $ 10,700,000 |
Public Warrants | Level 1 | Recurring | |||
Liabilities: | |||
Warrant liabilities | $ 10,906,000 | $ 15,282,749 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial Measurement (Details) | Nov. 09, 2020shares | Oct. 27, 2020USD ($)D$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of warrants in a unit | shares | 0.33 | |||
Input | 27 | |||
Price of warrant | $ / shares | $ 1.60 | |||
Aggregate values of warrants issued | $ | $ 17,600,000 | $ 17,801,733 | $ 24,945,850 | |
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Input | 0.34 | |||
Trading days per year | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Input | D | 252 | |||
Exercise price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Input | $ / shares | 11.50 | |||
Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Input | $ / shares | 10 | |||
Private Placement Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Aggregate values of warrants issued | $ | $ 6,900,000 | 6,895,734 | 9,663,101 | |
Public Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Number of shares in a unit | shares | 1 | 1 | ||
Number of warrants in a unit | shares | 0.25 | |||
Aggregate values of warrants issued | $ | $ 10,700,000 | $ 10,906,000 | $ 15,282,749 |
FAIR VALUE MEASUREMENTS - Subse
FAIR VALUE MEASUREMENTS - Subsequent Measurement (Details) - USD ($) | 2 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value as of January 1, 2021 | $ 17,600,000 | $ 24,945,850 | |
Initial measurement on October 27, 2020 (IPO) | 17,600,000 | ||
Measurement on November 9, 2020 (Over-Allotment) | 1,138,667 | ||
Change in valuation inputs or other assumptions | 6,207,183 | (7,144,117) | |
Fair value as of March 31, 2021 | $ 24,945,850 | 24,945,850 | 17,801,733 |
Transfers out of Level 3 | 11,480,000 | ||
Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value as of January 1, 2021 | 6,900,000 | 9,663,101 | |
Initial measurement on October 27, 2020 (IPO) | 6,933,333 | ||
Measurement on November 9, 2020 (Over-Allotment) | 325,334 | ||
Change in valuation inputs or other assumptions | 2,404,434 | (2,767,367) | |
Fair value as of March 31, 2021 | 9,663,101 | 9,663,101 | 6,895,734 |
Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value as of January 1, 2021 | 10,700,000 | 15,282,749 | |
Initial measurement on October 27, 2020 (IPO) | 10,666,667 | ||
Measurement on November 9, 2020 (Over-Allotment) | 813,333 | ||
Change in valuation inputs or other assumptions | 3,802,749 | (4,376,750) | |
Fair value as of March 31, 2021 | $ 15,282,749 | $ 15,282,749 | $ 10,906,000 |
SUBSEQUENT EVENTS (Details)_2_3
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 01, 2021 | Jan. 01, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Nov. 09, 2020 | Sep. 15, 2020 |
Subsequent Event [Line Items] | |||||||
Common stock outstanding | 3,574,009 | 2,949,428 | |||||
Class B common stock | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of Class B Ordinary Shares to Sponsor | $ 25,000 | ||||||
Common stock outstanding | 5,381,250 | 5,381,250 | 5,381,250 | 5,750,000 | |||
Subsequent event | Class B common stock | |||||||
Subsequent Event [Line Items] | |||||||
Period after closing of agreement (in months) | 12 months | ||||||
Threshold period after closing of agreement (in days) | 180 days | ||||||
Percentage of sponsor lockup securities | 5.00% | ||||||
Number of sponsor lockup securities | 50,000 | ||||||
Subsequent event | Class B common stock | Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Warrants held by sponsor | 715,000 | ||||||
Subsequent event | Class B common stock | Sponsor | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares unvested | 900,000 | ||||||
Common stock outstanding | 850,000 | ||||||
Subsequent event | Placement Agents | |||||||
Subsequent Event [Line Items] | |||||||
Fee payable to the Placement Agents (in percent) | 3.00% | ||||||
Subsequent event | Subscription agreement | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of Class B Ordinary Shares to Sponsor (in shares) | 25,000,000 | ||||||
Issuance of Class B Ordinary Shares to Sponsor | $ 250,000,000 | ||||||
Subsequent event | Subscription agreement | In the event the Business Combination does not consummate but the Company receives a break-up fee | |||||||
Subsequent Event [Line Items] | |||||||
Payment for services | $ 280,000 | ||||||
Subsequent event | Merger agreement | |||||||
Subsequent Event [Line Items] | |||||||
Number of agreements | 2 | ||||||
Payment for services | $ 400,000 | ||||||
Expenses for execution agreement | 150,000 | ||||||
Subsequent event | Merger agreement | In the event of a successful Business Combination | |||||||
Subsequent Event [Line Items] | |||||||
Payment for services | 400,000 | ||||||
Subsequent event | Merger agreement | In the event the Business Combination does not consummate | |||||||
Subsequent Event [Line Items] | |||||||
Payment for services | $ 120,000 |
INCOME TAXES (Details)_2
INCOME TAXES (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
INCOME TAXES | |
Income tax provision | $ 0 |
INCOME TAXES (Details) - DEFERR
INCOME TAXES (Details) - DEFERRED TAX - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets.: | ||
Unrecognized tax position | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets, Current [Abstract] | ||
Cash | $ 264,630 | $ 1,061,717 |
Prepaid expenses | 633,767 | 676,797 |
Total current assets | 898,397 | 1,738,514 |
Security deposit | 2,875 | 2,875 |
Cash and Marketable securities held in Trust Account | 215,289,800 | 215,275,732 |
Total assets | 216,191,072 | 217,017,121 |
Current liabilities | ||
Current liabilities - accrued expenses | 65,519 | 6,150 |
Deferred underwriting fee payable | 7,533,750 | 7,533,750 |
Warrant liabilities | 17,801,733 | 24,945,850 |
Total liabilities | 25,401,002 | 32,485,750 |
Commitments and contingencies (see Note 12) | ||
Class A ordinary shares subject to possible redemption, 18,575,572 and 17,950,991 shares at redemption value at March 31, 2021 and December 31, 2020, respectively | 179,531,370 | |
Stockholder's Equity | ||
Preferred stock, $0.00005 par value (168,637,840 shares authorized, 162,595,680 shares issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $33,750 as of December 31, 2020 and 2019) | ||
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 357 | |
Additional paid-in capital | 6,361,165 | 12,619,799 |
Accumulated deficit | (1,361,994) | (7,620,693) |
Total stockholders' equity | 5,000,004 | 5,000,004 |
Total liabilities and stockholders' equity | 216,191,072 | 217,017,121 |
Class A common stock | ||
Stockholder's Equity | ||
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 295 | 357 |
Class B common stock | ||
Stockholder's Equity | ||
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019) | 538 | 538 |
Class A Common Stock Subject to Redemption | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, 18,575,572 and 17,950,991 shares at redemption value at March 31, 2021 and December 31, 2020, respectively | $ 185,790,066 | $ 179,531,370 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Sep. 15, 2020 |
Common stock subject to possible redemption, shares | 17,950,991 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value | $ 10 | |||
Common stock, shares issued | 2,949,428 | 3,574,009 | ||
Common stock, shares outstanding | 2,949,428 | 3,574,009 | ||
Class A common stock | ||||
Common stock subject to possible redemption, shares | 18,575,572 | 17,950,991 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 2,949,428 | 3,574,009 | ||
Common stock, shares outstanding | 2,949,428 | 3,574,009 | ||
Class B common stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | |
Common stock, shares outstanding | 5,381,250 | 5,381,250 | 5,381,250 | 5,750,000 |
Class A Common Stock Subject to Redemption | ||||
Common stock subject to possible redemption, shares | 18,575,572 | 17,950,991 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 899,486 | ||
Loss from operations | (899,486) | $ (1,439,242) | |
Nonoperating Income (Expense) [Abstract] | |||
Interest earned on marketable securities held in Trust Account | 17,626 | ||
Unrealized loss on marketable securities held in Trust Account | (3,558) | 3,558 | |
Change in fair value of derivative liability | 7,144,117 | $ 6,207,183 | 6,207,183 |
Net income | $ 6,258,699 | $ (7,620,693) | $ (7,620,693) |
Weighted average shares outstanding, basic and diluted | 6,764,617 | 6,764,617 | |
Basic and diluted net income per ordinary shares | $ (1.13) | $ (1.13) | |
Class A Common Stock Subject to Redemption | |||
Nonoperating Income (Expense) [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 17,950,991 | 18,321,541 | |
Basic and diluted net income per ordinary shares | $ 0 | $ 0 | |
Class A Common Stock Not Subject to Redemption | |||
Nonoperating Income (Expense) [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 8,955,259 | ||
Basic and diluted net income per ordinary shares | $ 0.70 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Class B common stockCommon Stock | Class A common stockCommon Stock | Additional Paid-In Capital | Retained Earnings | Total |
Ending balance at Dec. 31, 2020 | $ 538 | $ 357 | $ 12,619,799 | $ (7,620,693) | $ 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 5,381,250 | 3,574,009 | |||
Beginning balance at Aug. 13, 2020 | $ 0 | 0 | 0 | 0 | |
Balance at the beginning (in shares) at Aug. 13, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | (7,620,693) | (7,620,693) | ||
Ending balance at Dec. 31, 2020 | $ 538 | $ 357 | 12,619,799 | (7,620,693) | 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 5,381,250 | 3,574,009 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class A Ordinary Shares subject to possible redemption | $ (62) | (6,258,634) | (6,258,696) | ||
Class A Ordinary Shares subject to possible redemption (in shares) | (624,581) | ||||
Net income | 6,258,699 | 6,258,699 | |||
Ending balance at Mar. 31, 2021 | $ 538 | $ 295 | $ 6,361,165 | $ (1,361,994) | $ 5,000,004 |
Balance at the end (in shares) at Mar. 31, 2021 | 5,381,250 | 2,949,428 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net income | $ 6,258,699 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |
Interest earned on marketable securities held in Trust Account | (17,626) |
Unrealized loss on marketable securities held in Trust Account | 3,558 |
Change in fair value of derivative liability | (7,144,117) |
Increase (Decrease) in Operating Capital [Abstract] | |
Prepaid expenses | (43,030) |
Accrued expenses | 59,369 |
Net cash provided by operating activities | (797,087) |
Net change in cash and cash equivalents | (797,087) |
Cash and cash equivalents at beginning of period | 1,061,717 |
Cash and cash equivalents at end of period | $ 264,630 |
Non-cash investing and financing activities: | |
Change in value of Class A ordinary share subject to possible redemption | $6,258,696 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
BACKGROUND AND BASIS OF PRESENTATION | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, Inc., a Delaware Corporation, (“PlayStudios”) relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). The Company has two subsidiaries, Catalyst Merger Sub I, Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“First Merger Sub”) and Catalyst Merger Sub II, LLC, a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“Second Merger Sub”) (see Note 8). As of March 31, 2021, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of PlayStudios (see Note 9). The registration statement for the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On November 9, 2020, the Company consummated the sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000. Transaction costs amounted to $12,363,821, consisting of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At March 31, 2021, we have $264,630 in its operating bank accounts, $215,289,800 in securities held in the Trust Account, to be for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $832,878. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception) through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,525,000 Units , at a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,525,000 Units, at a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED-PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. Additionally, the Company has prepaid $20,000 as of March 31, 2021 and December 31, 2020 which is included in prepaid expenses which is included in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B Ordinary Shares (the “Founder Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B Ordinary Shares resulting in 5,750,000 Class B Ordinary Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $20,000 in fees for these services. Due to Sponsor The Sponsor advanced $2,621,369 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. Subsequent to the Initial Public Offering, on October 29, 2020, the Company repaid $2,621,369. Promissory Note — Related Party On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Note of $278,631 was repaid at the closing of the Initial Public Offering on October 27, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS AND CONTINGENCIE_10
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Legal Proceedings On March 2, 2021, a lawsuit was filed in the Superior Court of California, Los Angeles County, by a purported Acies stockholder in connection with the Business Combination: McCart v. Acies Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names Acies and members of our Board of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and abetting our Board of Directors’ breach of fiduciary duties against Acies. The Complaint also alleges that the registration statement on Form S-4 filed by Acies containing the proxy statement / prospectus related to the Business Combination is materially deficient and omits and/or misrepresents material information including, among other things, certain financial information, details regarding Acies’ financial advisors, and other information relating to the background of the Business Combination. The Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages. Another purported Acies stockholder sent a demand letter on February 19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding the Business Combination. Acies believes the allegations made in the Complaint and Demand are without merit and intends to defend these lawsuits; however, Acies cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
SHAREHOLDER'S EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,949,428 and 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 18,575,572 and 17,950,991 Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 7. SHAREHOLDERS’ EQUITY (Restated) Preferred Shares —The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 3,574,009 Class A Ordinary Shares issued and outstanding, excluding 17,950,991 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B Ordinary Shares, $0.0001 par value per share. Holders of the Company’s Ordinary Shares are entitled to one vote for each share. At December 31, 2020, there were 5,381,250 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B Ordinary Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. |
WARRANT LIABILITY
WARRANT LIABILITY | 3 Months Ended |
Mar. 31, 2021 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at a price of $0.01 per Public Warrant; · upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A Ordinary Shares; and · if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2021 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | NOTE 9. BUSINESS COMBINATION The Mergers On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Catalyst Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of ours (“First Merger Sub”), Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ours (“Second Merger Sub”), and PlayStudios, Inc., a Delaware corporation (“PlayStudios”). The Merger Agreement provides that, subject to the approval of Acies’ shareholders and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”) (x) in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), First Merger Sub will merge with and into PlayStudios and PlayStudios will be the surviving corporation and a wholly owned subsidiary of Acies (the “First Merger”) and (y) immediately following the First Merger, and as part of an integrated transaction with the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger and a wholly owned subsidiary of Acies (the “Second Merger” and, together with the First Merger, the “Mergers”); (ii) as a result of the Mergers, among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be cancelled in exchange for the right to receive the following: (a) if the holder of such share makes an election to receive cash (“Cash Electing Share”), an amount of cash, without interest, equal to the quotient of $1,041,000,000 divided by the sum of, as of immediately prior to the Effective Time, (x) the number of issued and outstanding shares of PlayStudios Common Stock (including, without duplication, the number of issued and outstanding shares of PlayStudios Preferred Stock on an as-converted basis); (y) the number of shares of PlayStudios Common Stock issued or issuable upon the exercise of all outstanding, vested and unexercised options to purchase shares of PlayStudios Common Stock; and (z) the shares of PlayStudios Common Stock underlying any issued and outstanding warrants of PlayStudios, in the case of (y) and (z) as determined on a net exercise basis (the “Per Share Merger Consideration Value”); provided , however , that (1) the aggregate amount of Cash Electing Shares available to each holder shall not exceed 15% of the shares of PlayStudios capital stock held by such holder; and (2) if the sum of the aggregate number of Dissenting Shares (as defined in the Merger Agreement) and the aggregate number of Cash Electing Shares multiplied by (y) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”), exceeds the Available Cash Consideration (as defined in the Merger Agreement, such Available Cash Consideration not to exceed $150,000,000), then each Cash Electing Share shall be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Available Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) an amount of the stock consideration described in clause (b), below, multiplied by one minus the Cash Fraction; (b) if the holder of such share does not make a cash election, a number of validly issued, fully paid and nonassessable shares of New PlayStudios Class A Common Stock (as defined below) equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00, except that if any such shares are owned by Andrew S. Pascal (the “Founder”), or any member of the Pascal Family Trust and their respective affiliates (collectively, the “Founder Group”), such share will instead receive a number of validly issued, fully paid and nonassessable shares of New PlayStudios Class B Common Stock par value $0.0001 per share (the “New PlayStudios Class B Common Stock”), equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00. The shares of New PlayStudios Class B Common Stock will have the same economic terms as the shares of New PlayStudios Class A Common Stock, but the shares of New PlayStudios Class A Common Stock will be entitled to one vote per share, and the shares of New PlayStudios Class B Common Stock will be entitled to 20 votes per share. Any shares of New PlayStudios Class B Common Stock that are transferred outside the Founder Group (except for certain permitted transfers) will automatically convert into shares of New PlayStudios Class A Common Stock. In addition, the outstanding shares of New PlayStudios Class B Common Stock will be subject to a “sunset” provision by which all outstanding shares of New PlayStudios Class B Common Stock will automatically convert into shares of New PlayStudios Class A Common Stock (i) if holders representing a majority of the New PlayStudios Class B Common Stock vote to convert the New PlayStudios Class B Common Stock into New PlayStudios Class A Common Stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least 20% of the number of shares of New PlayStudios Class B Common Stock collectively held by the Founder Group as of the Effective Time, or (iii) on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent directors; (iii) as a result of the Mergers, each outstanding share of PlayStudios Common Stock and PlayStudios Preferred Stock issued and outstanding immediately prior to the Effective Time as well as any outstanding unexercised vested options to purchase shares of PlayStudios Common Stock will also receive the contingent right to receive the applicable Earnout Pro Rata Portion (as defined in the Merger Agreement) of an aggregate of 15,000,000 additional shares of New PlayStudios Class A Common Stock (the “Earnout Shares”), which right shall be contingent upon certain price milestones that are more fully set out in the Merger Agreement (the consideration described in the foregoing clauses (ii) and (iii), collectively, the “Merger Consideration”); and (iv) as a result of the Mergers, each outstanding and unexercised option to purchase PlayStudios Common Stock, whether or not vested or exercisable, will be converted into an option to purchase a share of New PlayStudios Class A Common Stock, except for any such option that is held by any member of the Founder Group, which will be converted into an option to purchase a share of New PlayStudios Class B Common Stock. The Board of Directors of Acies (the “Board”) has (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Acies. The Domestication Prior to the Closing, subject to the approval of Acies’ shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2021 Revision) (the “ CICL ”) and Acies’ Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), Acies will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication (the “Certificate of Domestication”) with the Secretary of State of Delaware), pursuant to which Acies’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the then issued and outstanding Acies Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class A Common Stock, par value $0.0001 per share of New PlayStudios (after its Domestication) (the “New PlayStudios Class A Common Stock”, and together with the New PlayStudios Class B Common Stock, the “New PlayStudios Common Stock”), (ii) each of the then issued and outstanding Acies Class B Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New PlayStudios Class A Common Stock, after giving effect to the forfeiture of certain Acies Class B Ordinary Shares held by the Sponsor pursuant to that certain Sponsor agreement by and among PlayStudios, Acies and the Sponsor (the “Sponsor Support Agreement”), (iii) each then issued and outstanding warrant of Acies will convert automatically, on a one-for-one basis, into a warrant to acquire one share of New PlayStudios Class A Common Stock (“New PlayStudios Warrant”), on substantially the same terms and conditions as specified in the Warrant Agreement, dated October 22, 2020, between Acies and Continental Stock Transfer & Trust Company, as warrant agent, after giving effect to the forfeiture of certain warrants of Acies held by the Sponsor pursuant to the Sponsor Agreement. Conditions to Closing The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of Acies and PlayStudios, (ii) effectiveness of the proxy statement / prospectus on Form S-4 filed by Acies in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) receipt of approval for listing on Nasdaq of the shares of New PlayStudios Common Stock to be issued in connection with the Mergers, (v) that Acies shall not have redeemed Acies Class A Ordinary Shares that would cause Acies to have less than $5,000,001 of net tangible assets upon Closing, and (vi) the absence of any injunctions or statute, rule or regulation prohibiting the transactions. Other conditions to PlayStudios’ obligations to consummate the Mergers include, among others, that as of the Closing, the amount of cash available in (x) the Trust Account, after deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their Acies Class A Ordinary Shares pursuant to the Cayman Constitutional Documents (but prior to payment of (A) any deferred underwriting commissions being held in the Trust Account and (B) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment (as defined below), is at least $200,000,000 minus qualified expenses related to the cost of filing fees and seeking governmental approval of the Mergers. Covenants The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) PlayStudios to prepare certain audited and unaudited consolidated financial statements of PlayStudios for inclusion in the proxy statement / prospectus on Form S-4 related to the Business Combination, (iii) Acies and PlayStudios to prepare and Acies file a proxy statement / prospectus on Form S-4 and take certain other actions to obtain the requisite approval of Acies shareholders of certain proposals regarding the Business Combination (including the Domestication), and (iv) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies. Representations and Warranties The Merger Agreement contains customary representations and warranties by Acies, First Merger Sub, Second Merger Sub and PlayStudios. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing. Termination The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written agreement of Acies and PlayStudios, (ii) by PlayStudios or Acies, if (a) Closing has not occurred on or before August 15, 2021, subject to requirements set forth in the Merger Agreement, (b) any Governmental Order (as defined in the Merger Agreement) shall have issued making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers or (c) Acies shareholder approval is not obtained at an extraordinary general meeting of Acies shareholders, (iii) by Acies, if (a) the Company Support Agreements (as defined below) are not delivered to Acies within twenty-four (24) hours after the date of the Merger Agreement, (b) any breach of any representation, warranty, covenant or agreement on the part of PlayStudios set forth in the Merger Agreement, subject to the conditions and certain exceptions contained therein, or (c) PlayStudios stockholder approval of the Mergers is not obtained within forty-eight (48) hours of the time the Registration Statement becomes effective), or (iv) by PlayStudios, upon any breach of any representation, warranty, covenant or agreement on the part of Acies set forth in the Merger Agreement, subject to the conditions and certain exceptions contained therein. Subscription Agreements On February 1, 2021, Acies entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement fail to occur; and (d) August 16, 2021, if the Closing has not occurred by such date. Sponsor Support Agreement On February 1, 2021, Acies entered into a Sponsor Support Agreement, pursuant to which the Sponsor and each director of Acies agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 Acies Class B Ordinary Shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit, for no consideration, 850,000 Acies Class B Ordinary Shares held by the Sponsor and 715,000 Acies Private Placement Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional Acies Class B Ordinary Shares conditioned on certain redemptions of Acies Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any Acies Class B Ordinary Shares or Acies Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. Company Support Agreements On February 2, 2021, Acies also entered into Voting and Support Agreements (the “Company Support Agreements”), by and among Acies, PlayStudios and certain stockholders of PlayStudios (the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective the proxy statement/prospectus relating to the approval by Acies shareholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class. The foregoing description of the Company Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support Agreement, a copy of which is incorporated herein by reference from Exhibit 10.11 hereto. Transfer Restrictions and Registration Rights The Merger Agreement contemplates that, at the Closing, New PlayStudios, the Sponsor and certain of PlayStudios’ stockholders and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New PlayStudios will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New PlayStudios Common Stock and other equity securities of New PlayStudios that are held by the parties thereto from time to time. Additionally, the Bylaws of New PlayStudios (the “Bylaws”) contain certain restrictions on transfer with respect to the shares of New PlayStudios Common Stock received as Merger Consideration immediately following Closing (the “PlayStudios Lockup Securities”). Such restrictions begin at Closing and end at the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of PlayStudios Lockup Securities equal to the lesser of (A) 5% of the PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities and (B) 50,000 PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities, will no longer be subject to the transfer restrictions. The Subscription Agreements, the Sponsor Support Agreement and the Company Support Agreements have been included to provide investors with information regarding its terms. They are not intended to provide any other factual information about Acies or its affiliates. The representations, warranties, covenants and agreements contained in the Subscription Agreements, the Sponsor Support Agreement, the Company Support Agreements and the other documents related thereto were made only for purposes and as of the specific dates set forth therein, were solely for the benefit of the parties to the Subscription Agreements, the Sponsor Support Agreement and the Company Support Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Subscription Agreements, the Sponsor Support Agreement or Company Support Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Subscription Agreements, the Sponsor Support Agreement or the Company Support Agreements and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreements, the Sponsor Support Agreements or the Company Support Agreements, as applicable, which subsequent information may or may not be fully reflected in Acies’ public disclosures. Initial Business Combination - Other In the event Acies does not consummate its initial Business Combination with PlayStudios, it will continue to search for an appropriate target up until the Completion Window. Specific sectors that we may target span live events, family entertainment, casino gaming, destination hospitality, sports, sports betting and iGaming, and social and casual mobile games. We are pursuing both consumer-facing operators as well as the business-to-business platforms that support them. We are predominantly focused on the U.S.; however our search may expand to international markets. Experiential entertainment, consumed through live, location-based venues or played across mobile platforms, has become a prime pursuit of American consumers. Companies able to create unique or memorable experiences that foster communal connections through shared values have captured an increasing share of consumers’ entertainment time and budgets. In turn, the industry has become one of the most important drivers of the U.S. economy, led to the dynamic creation of new concepts, companies, and distribution channels, and attracted significant private growth capital. According to the Bureau of Economic Analysis, it is estimated that in excess of $1 trillion was spent on entertainment in the United States in 2019, approximately 4.5x that which was spent in 1990. Consumers’ entertainment expenditures grew almost 25% faster during this period than U.S. GDP, as consumers dedicated an increasing portion of their expenditures to entertainment. Our expertise strongly positions us to capitalize on what we believe to be newly created and actionable acquisition opportunities across this ecosystem. |
FAIR VALUE MEASUREMENTS_2_3
FAIR VALUE MEASUREMENTS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, December 31, Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,289,800 $ 215,275,732 Liabilities: Warrant Liability – Public Warrants 1 $ 10,906,000 $ 15,282,750 Warrant Liability – Private Placement Warrants 3 $ 6,895,734 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 9,663,101 $ 15,282,750 $ 24,945,850 Change in valuation inputs or other assumptions (2,767,367) (4,376,750) (7,144,117) Fair value as of March 31, 2021 $ 6,895,734 $ 10,906,000 $ 17,801,733 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | NOTE 9. FAIR VALUE MEASUREMENTS (Restated) The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,275,732 Liabilities: Warrant Liabilities – Public Warrants 1 $ 15,282,749 Warrant Liabilities – Private Placement Warrants 3 $ 9,663,101 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 27, 2020, the date of the Company's Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: October 27, 2020 (Initial Input Measurement) Risk-free interest rate 0.34 % Trading days per year 252 Expected volatility 27.0 % Exercise price $ 11.50 Stock Price $ 10.00 On October 27, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.60 per warrant for aggregate values of $6.9 million and $10.7 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $9.7 million and $15.3 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 6,933,333 10,666,667 17,600,000 Measurement on November 9, 2020 (Over-Allotment) 325,334 813,333 1,138,667 Change in valuation inputs or other assumptions 2,404,434 3,802,749 6,207,183 Fair value as of December 31, 2020 $ 9,663,101 $ 15,282,749 $ 24,945,850 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $11,480,000 during the period from October 27, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
SUBSEQUENT EVENTS_2_3_4
SUBSEQUENT EVENTS | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and above for the restatement, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger Sub, Second Merger Sub and PlayStudios, relating to a proposed Business Combination transaction between the Company and PlayStudios (the “Transaction”). Pursuant to the Merger Agreement, First Merger Sub will merge with and into PlayStudios, with PlayStudios surviving such merger as a wholly owned subsidiary of the Company and immediately following the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger and a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be cancelled in exchange for the right to receive Cash Electing Share (as defined in the Merger Agreement) or New PlayStudios Class A Common Stock (as defined in the Merger Agreement). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On February 1, 2021, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors have collectively subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements. The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following the closing of the Transaction, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement. In January 2021, the Company entered into an agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, LionTree Advisors LLC and Oppenheimer & Co. Inc. (collectively, the “Placement Agents”) whereby the Placement Agents will work on behalf of the Company to secure the Pipe Investment. The agreement specifies that the fee payable to the Placement Agents will be 3% of the total securities sold by the Company plus expenses and is payable upon successful placement of the securities. In January 2021, the Company entered into two agreements with a vendor to perform due diligence, tax diligence and structuring services associated with the Merger Agreement. The agreements specify for a total payment of $400,000 in the event of a successful Business Combination, $120,000 in the event the Business Combination does not consummate and $280,000 in the event the Business Combination does not consummate but the Company receives a break-up fee. In January 2021, the Company entered an agreement with a vendor for the delivery of an opinion as to whether or not the Merger Agreement is fair to the Company from a financial point of view. The agreements specifies for a payment of $400,000 plus expenses with $150,000 due upon execution of the agreement and the remainder due upon the successful closing of the Business Combination. On February 1, 2021, the Company entered into a Sponsor Support Agreement, pursuant to which the Sponsor and each director of the Company agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 of the Company’s Class B Ordinary Shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit, for no consideration, 850,000 of the Company’s Class B Ordinary Shares held by the Sponsor and 715,000 of the Company’s Private Placement Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional of the Company’s Class B Ordinary Shares conditioned on certain redemptions of the Company’s Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any of the Company’s Class B Ordinary Shares or the Company’s Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. On February 2, 2021, the Company entered into Voting and Support Agreements (the “Company Support Agreements”), by and among the Company, PlayStudios and certain stockholders of PlayStudios (the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company shareholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class. On March 2, 2021, a lawsuit was filed in the Superior Court of California, Los Angeles County, by a purported Company stockholder in connection with the Business Combination: McCart v. Acies Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names the Company and members of our Board of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and abetting our Board of Directors’ breach of fiduciary duties against the Company. The Complaint also alleges that the registration statement on Form S-4 filed by the Company containing the proxy statement / prospectus related to the Business Combination is materially deficient and omits and/or misrepresents material information including, among other things, certain financial information, details regarding the Company’s financial advisors, and other information relating to the background of the Business Combination. The Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages. Another purported Company stockholder sent a demand letter on February 19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding the Business Combination. The Company believes the allegations made in the Complaint and Demand are without merit and intends to defend these lawsuits; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception) through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. | |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10). | Warrant Liabilities (Restated) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) Per Share | Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | Net Income (Loss) Per Share (Restated) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements (Restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of basic and diluted net income (loss) per common share | Three Months Ended March 31, 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 15,212 Unrealized loss on marketable securities held in Trust Account (3,071) Net Income allocable to shares subject to redemption $ 12,141 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 17,950,991 Basic and diluted net income per share $ 0.00 Non-Redeemable Ordinary Shares Numerator: Net income minus Net Earnings Net Income $ 6,258,699 Less: Net income allocable to Class A ordinary shares subject to possible redemption (12,141) Non-Redeemable Net Income $ 6,246,558 Denominator: Weighted Average Non-Redeemable Ordinary Shares Basic and diluted weighted average shares outstanding 8,955,259 Basic and diluted net income per share $ 0.70 | For the Period from August 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 18,493 Unrealized gain on marketable securities held in Trust Account 2,967 Net Income allocable to shares subject to redemption $ 21,460 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,321,541 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (7,620,693) Less: Net income allocable to Class A common stock subject to possible redemption (21,460) Non-Redeemable Net Loss $ (7,642,153) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,764,617 Basic and diluted net loss per share $ (1.13) |
FAIR VALUE MEASUREMENTS (Tabl_3
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | March 31, December 31, Level 2021 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,289,800 $ 215,275,732 Liabilities: Warrant Liability – Public Warrants 1 $ 10,906,000 $ 15,282,750 Warrant Liability – Private Placement Warrants 3 $ 6,895,734 $ 9,663,101 | December 31, Level 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 215,275,732 Liabilities: Warrant Liabilities – Public Warrants 1 $ 15,282,749 Warrant Liabilities – Private Placement Warrants 3 $ 9,663,101 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 9,663,101 $ 15,282,750 $ 24,945,850 Change in valuation inputs or other assumptions (2,767,367) (4,376,750) (7,144,117) Fair value as of March 31, 2021 $ 6,895,734 $ 10,906,000 $ 17,801,733 | Private Warrant Placement Public Liabilities Fair value as of October 27, 2020 $ — $ — $ — Initial measurement on October 27, 2020 (IPO) 6,933,333 10,666,667 17,600,000 Measurement on November 9, 2020 (Over-Allotment) 325,334 813,333 1,138,667 Change in valuation inputs or other assumptions 2,404,434 3,802,749 6,207,183 Fair value as of December 31, 2020 $ 9,663,101 $ 15,282,749 $ 24,945,850 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 09, 2020USD ($)$ / sharesshares | Oct. 27, 2020USD ($)$ / sharesshares | Oct. 14, 2020 | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 21,525,000 | ||||
Proceeds from sale of warrants | $ 6,805,000 | ||||
Offering costs paid | 525,071 | ||||
Cash | $ 264,630 | $ 1,061,717 | |||
Operating bank accounts | 264,630 | ||||
Securities held in Trust Account | 215,289,800 | ||||
working capital | $ 832,878 | ||||
Condition for future business combination number of businesses minimum | 1 | 1 | |||
Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share price per share | $ / shares | $ 9.20 | ||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 21,525,000 | 200,000,000 | 3,000,000 | ||
Share price per share | $ / shares | $ 10 | ||||
Investments maximum maturity term | 185 days | ||||
Transaction costs | $ 12,363,821 | ||||
Cash underwriting fees | 4,305,000 | ||||
Other offering costs | 525,071 | ||||
Deferred underwriting fees | $ 7,533,750 | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | |||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | 15.00% | |||
Threshold business days for redemption of public shares | 10 days | 10 days | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | 100.00% | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
IPO | Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 20,000,000 | ||||
Gross proceeds from sale of units | $ 200,000,000 | ||||
Share price per share | $ / shares | $ 10 | ||||
Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 1,525,000 | ||||
Share price per share | $ / shares | $ 10 | ||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Deferred underwriting fees | $ 7,533,750 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | shares | 4,333,333 | ||||
Exercise price of warrants | $ / shares | $ 1.50 | $ 1.50 | |||
Proceeds from sale of warrants | $ 15,555,000 | $ 6,500,000 | |||
Additional units sold of shares | shares | 203,334 | ||||
Amount deposited into Trust Account | $ 15,250,000 | ||||
Aggregate proceeds held in the Trust Account | $ 215,250,000 | ||||
Private Placement | Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs paid | $ 525,071 | |
Unrecognized Tax Benefits | $ 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Provision for income taxes | $ 0 | |
Purchase of aggregate shares | 11,711,667 | 11,711,667 |
Amount of Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Interest earned on marketable securities held in Trust Account | $ 15,212 | ||
Unrealized loss on marketable securities held in Trust Account | (3,071) | ||
Net Income allocable to shares subject to redemption | 12,141 | $ (21,460) | |
Basic and diluted weighted average shares outstanding | 6,764,617 | 6,764,617 | |
Basic and diluted net income per share | $ (1.13) | $ (1.13) | |
Numerator: Net income minus Net Earnings | |||
Net income | 6,258,699 | $ (7,620,693) | $ (7,620,693) |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | 12,141 | (21,460) | |
Net income attributable to common stockholders - basic | $ 6,246,558 | $ (7,642,153) | |
Class A common stock | |||
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Basic and diluted weighted average shares outstanding | 17,950,991 | ||
Basic and diluted net income per share | $ 0 | ||
CommonClassSubjectToRedemption [Member] | |||
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Basic and diluted weighted average shares outstanding | 8,955,259 | ||
Basic and diluted net income per share | $ 0.70 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 09, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 21,525,000 | |||
Number of warrants in a unit | 0.33 | |||
Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price per share | $ 9.20 | |||
Number of shares in a unit | 1 | |||
Shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 21,525,000 | 200,000,000 | 3,000,000 | |
Share price per share | $ 10 | |||
Number of warrants in a unit | 0.33 | |||
Shares issuable per warrant | 1 | |||
IPO | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 20,000,000 | |||
Share price per share | $ 10 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,525,000 | |||
Share price per share | $ 10 | |||
Number of shares in a unit | 1,525,000 | |||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 09, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of warrants | $ 6,805,000 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Shares issuable per warrant | 1 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 4,333,333 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | |
Additional units sold of shares | 203,334 | ||
Proceeds from sale of warrants | $ 15,555,000 | $ 6,500,000 | |
Gross proceeds from Warrant Exercises | $ 305,000 | ||
Private Placement | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Sep. 15, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Oct. 20, 2020 |
Related Party Transaction [Line Items] | |||||
Common stock, shares issued | 2,949,428 | 3,574,009 | |||
Common stock, shares outstanding | 2,949,428 | 3,574,009 | |||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares no longer subject to forfeiture | 381,250 | ||||
Maximum shares subject to forfeiture | 368,750 | ||||
Common stock, shares issued | 5,381,250 | ||||
Common stock, shares outstanding | 5,381,250 | ||||
Sponsor | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||||
Sponsor | Private Placement | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Issuance of Class B Ordinary Shares to Sponsor | $ 25,000 | ||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||
Common stock, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | ||
Common stock, shares outstanding | 5,750,000 | 5,381,250 | 5,381,250 | 5,381,250 | |
Class B common stock | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares outstanding | 5,750,000 | ||||
Class B common stock | Maximum | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||
Class B common stock | Over-allotment | Maximum | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Maximum shares subject to forfeiture | 750,000 | ||||
Class B common stock | Sponsor | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Issuance of Class B Ordinary Shares to Sponsor | $ 25,000 | ||||
Issuance of Class B Ordinary Shares to Sponsor (in shares) | 8,625,000 | ||||
Shares surrendered | 2,875,000 | ||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Oct. 27, 2020 | Oct. 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 04, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 278,631 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Repayment of promissory note - related party | $ 278,631 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Maximum loans converted into warrants | $ 1,500,000 | 1,500,000 | |||
Exercise price of warrants | $ 1.50 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Administrative expenses - related party | $ 10,000 | ||||
Maximum borrowing capacity of related party promissory note | $ 20,000 | ||||
Affiliate | |||||
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 10,000 | ||||
Expenses incurred and paid | $ 30,000 | $ 20,000 |
COMMITMENTS AND CONTINGENCIE_11
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 09, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Commitments And Contingencies [Line Items] | |||
Number of units issued | 21,525,000 | ||
Deferred fee per unit | $ 0.35 | ||
Over-allotment | |||
Commitments And Contingencies [Line Items] | |||
Share price per share | $ 10 | ||
Number of units issued | 1,525,000 | ||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting fees | $ 7,533,750 |
SHAREHOLDER'S EQUITY - Preferre
SHAREHOLDER'S EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
SHAREHOLDER'S EQUITY - Common S
SHAREHOLDER'S EQUITY - Common Stock Shares (Details) - $ / shares | 15 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Sep. 15, 2020 | |
Class of Stock [Line Items] | ||||
Common stock, par value | $ 10 | |||
Common stock, shares issued | 2,949,428 | 3,574,009 | ||
Common stock, shares outstanding | 2,949,428 | 3,574,009 | ||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | |||
Common stock, shares issued | 2,949,428 | 3,574,009 | ||
Common stock, shares outstanding | 2,949,428 | 3,574,009 | ||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 17950991.00% | 18575572.00% | ||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | |||
Common stock, shares issued | 5,381,250 | 5,381,250 | 5,381,250 | |
Common stock, shares outstanding | 5,381,250 | 5,381,250 | 5,381,250 | 5,750,000 |
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021$ / shares | Dec. 31, 2020DUSD ($)$ / shares | Dec. 31, 2020$ / shares | |
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption Period | 30 days | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 1 year | 1 year | |
Warrant term | 5 years | 5 years | 5 years |
Threshold period for filling registration statement after business combination | 20 days | ||
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days | 60 days | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Redemption Period | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |
Threshold trading days for redemption of public warrants | D | 20 | ||
Threshold business days before sending notice of redemption to warrant holders | 3 days | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | ||
Redemption Period | 30 days | ||
Class A common stock | |||
Class of Warrant or Right [Line Items] | |||
Share price per share | $ 9.20 | ||
Class A common stock | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Threshold consecutive trading days for redemption of public warrants | 20 | 20 | |
Share price per share | $ 9.20 | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) | Feb. 01, 2021USD ($)shares | Mar. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | ||||
Election to receive amount of cash without interest. | $ | $ 1,041,000,000 | |||
Aggregate percentage amount of Cash Electing Shares available to each holder | 15.00% | |||
Available cash consideration | $ | $ 150,000,000 | |||
Common stock, par value | $ / shares | $ 10 | |||
Minimum percentage, shares held by sponsors | 20.00% | |||
Stock split | 1 | |||
Percentage of sponsor lockup securities held by each holder | 5.00% | |||
Sponsor lockup securities held by each holder | 50,000 | |||
Experiential entertainment | $ | $ 1,000,000,000,000 | |||
PipeFinancing [Member] | ||||
Business Acquisition [Line Items] | ||||
Investment qualified expenses related to the cost of filing fees and government approval | $ | $ 200,000,000 | |||
Private Placement Warrants | ||||
Business Acquisition [Line Items] | ||||
Number of shares subject to forfeiture | 715,000 | |||
Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Share issue price | $ / shares | $ 10 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common Stock receive contingent right to receive Earnout Pro Rata Portion additional shares | 15,000,000 | |||
Tangible assets | $ | $ 5,000,001 | |||
Class A common stock | PipeInvestors [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares subscriptions | 25,000,000 | |||
Shares subscriptions purchase price amount | $ | $ 250,000,000 | |||
Class B common stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 20 | |||
Shares held by the Sponsor unvested and subject to forfeiture certain earnout conditions | 900,000 | |||
Number of shares subject to forfeiture | 850,000 | |||
Percentage of sponsor lockup securities held by each holder | 5.00% | |||
Sponsor lockup securities held by each holder | 50,000 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 |
Assets: | |||
Cash and marketable securities held in Trust Account | $ 215,289,800 | $ 215,275,732 | |
Liabilities: | |||
Warrant Liabilities | 17,801,733 | 24,945,850 | $ 17,600,000 |
Private Placement Warrants | |||
Liabilities: | |||
Warrant Liabilities | 6,895,734 | 9,663,101 | 6,900,000 |
Public Warrants | |||
Liabilities: | |||
Warrant Liabilities | 10,906,000 | 15,282,749 | $ 10,700,000 |
Level 1 | Recurring | |||
Assets: | |||
Cash and marketable securities held in Trust Account | 215,289,800 | 215,275,732 | |
Level 1 | Public Warrants | Recurring | |||
Liabilities: | |||
Warrant Liabilities | 10,906,000 | 15,282,749 | |
Level 3 | Private Placement Warrants | Recurring | |||
Liabilities: | |||
Warrant Liabilities | $ 6,895,734 | $ 9,663,101 |
FAIR VALUE MEASUREMENTS - Sub_2
FAIR VALUE MEASUREMENTS - Subsequent Measurement (Details) - USD ($) | 2 Months Ended | 3 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of January 1, 2021 | $ 17,600,000 | $ 24,945,850 |
Change in valuation inputs or other assumptions | 6,207,183 | (7,144,117) |
Fair value as of March 31, 2021 | 24,945,850 | 17,801,733 |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of January 1, 2021 | 6,900,000 | 9,663,101 |
Change in valuation inputs or other assumptions | 2,404,434 | (2,767,367) |
Fair value as of March 31, 2021 | 9,663,101 | 6,895,734 |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of January 1, 2021 | 10,700,000 | 15,282,749 |
Change in valuation inputs or other assumptions | 3,802,749 | (4,376,750) |
Fair value as of March 31, 2021 | $ 15,282,749 | $ 10,906,000 |