Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39652 | |
Registrant Name | PLAYSTUDIOS, Inc. | |
Entity Incorporation, State Code | DE | |
Entity Tax Identification Number | 88-1802794 | |
Entity Address, Address Line One | 10150 Covington Cross Drive | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89144 | |
City Area Code | 725 | |
Local Phone Number | 877-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001823878 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock | |
Trading Symbol | MYPS | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 113,427,253 | |
Redeemable warrants exercisable for one Class A common stock at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants exercisable for one Class A common stock at an exercise price of $11.50 | |
Trading Symbol | MYPSW | |
Security Exchange Name | NASDAQ | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,457,769 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 212,069 | $ 213,502 |
Receivables | 19,214 | 20,693 |
Prepaid expenses | 2,675 | 5,059 |
Income tax receivable | 1,801 | 2,117 |
Other current assets | 977 | 413 |
Total current assets | 236,736 | 241,784 |
Property and equipment, net | 13,930 | 5,289 |
Internal-use software, net | 35,418 | 43,267 |
Goodwill | 6,235 | 5,059 |
Intangibles, net | 16,018 | 18,755 |
Deferred income taxes | 13,186 | 6,282 |
Other long-term assets | 12,422 | 14,408 |
Total non-current assets | 97,209 | 93,060 |
Total assets | 333,945 | 334,844 |
Current liabilities: | ||
Accounts payable | 5,320 | 7,793 |
Warrant liabilities | 3,590 | 6,521 |
Accrued liabilities | 18,442 | 15,599 |
Total current liabilities | 27,352 | 29,913 |
Other long-term liabilities | 3,090 | 1,464 |
Total liabilities | 30,442 | 31,377 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value (100,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021) | 0 | 0 |
Additional paid-in capital | 285,199 | 268,522 |
Retained earnings | 18,459 | 34,539 |
Accumulated other comprehensive (loss) income | (168) | 393 |
Total stockholders’ equity | 303,503 | 303,467 |
Total liabilities and stockholders’ equity | 333,945 | 334,844 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 11 | 11 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 2 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (shares) | 113,407,000 | 110,066,000 |
Common stock, shares outstanding (shares) | 113,407,000 | 110,066,000 |
Class B common stock | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (shares) | 16,457,000 | 16,130,000 |
Common stock, shares outstanding (shares) | 16,457,000 | 16,130,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Net revenues | $ 72,127 | $ 70,571 | $ 210,931 | $ 215,490 | |
Operating expenses: | |||||
Cost of revenue | [1] | 21,703 | 22,282 | 63,657 | 69,802 |
Selling and marketing | 19,249 | 19,274 | 59,336 | 60,461 | |
Research and development | 15,110 | 14,509 | 46,561 | 46,551 | |
General and administrative | 9,864 | 5,789 | 28,763 | 22,390 | |
Depreciation and amortization | 8,583 | 7,213 | 25,265 | 20,145 | |
Restructuring and related | 796 | 2,303 | 10,968 | 2,379 | |
Total operating costs and expenses | 75,305 | 71,370 | 234,550 | 221,728 | |
Loss from operations | (3,178) | (799) | (23,619) | (6,238) | |
Other (expense) income, net: | |||||
Change in fair value of warrant liabilities | 4,676 | 11,876 | 1,139 | 11,986 | |
Interest income (expense), net | 843 | (57) | 1,050 | (206) | |
Other expense, net | (475) | (113) | (836) | (242) | |
Total other income, net | 5,044 | 11,706 | 1,353 | 11,538 | |
Income (loss) before income taxes | 1,866 | 10,907 | (22,266) | 5,300 | |
Income tax benefit | 1,763 | 329 | 6,186 | 4,819 | |
Net income (loss) | $ 3,629 | $ 11,236 | $ (16,080) | $ 10,119 | |
Net income (loss) per share attributable to Class A and Class B common stockholders: | |||||
Basic (USD per share) | $ 0.03 | $ 0.09 | $ (0.13) | $ 0.09 | |
Diluted (USD per share) | $ 0.02 | $ 0.08 | $ (0.13) | $ 0.08 | |
Weighted average shares of common stock outstanding: | |||||
Basic (shares) | 129,032 | 125,823 | 127,529 | 106,880 | |
Diluted (shares) | 146,920 | 138,795 | 127,529 | 120,516 | |
[1]Amounts exclude depreciation and amortization. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 3,629 | $ 11,236 | $ (16,080) | $ 10,119 | |
Other comprehensive income (loss): | |||||
Change in foreign currency translation adjustment | [1] | (159) | (5) | (561) | (92) |
Total other comprehensive loss | (159) | (5) | (561) | (92) | |
Comprehensive income (loss) | $ 3,470 | $ 11,231 | $ (16,641) | $ 10,027 | |
[1]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. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Previously balance | Retroactive application of reverse recapitalization | Class A common stock | Class B common stock | Preferred Stock | Preferred Stock Previously balance | Preferred Stock Retroactive application of reverse recapitalization | Common Stock | Common Stock Previously balance | Common Stock Retroactive application of reverse recapitalization | Common Stock Class A common stock | Common Stock Class A common stock Previously balance | Common Stock Class A common stock Retroactive application of reverse recapitalization | Common Stock Class B common stock | Common Stock Class B common stock Previously balance | Common Stock Class B common stock Retroactive application of reverse recapitalization | Additional Paid-In Capital | Additional Paid-In Capital Previously balance | Additional Paid-In Capital Retroactive application of reverse recapitalization | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Previously balance | Accumulated Other Comprehensive Income (Loss) Retroactive application of reverse recapitalization | Retained Earnings | Retained Earnings Previously balance | Retained Earnings Retroactive application of reverse recapitalization |
Beginning balance of preferred stock (shares) at Dec. 31, 2020 | 0 | 162,596,000 | (162,596,000) | |||||||||||||||||||||||
Beginning balance of common stock (shares) at Dec. 31, 2020 | 0 | 238,186,000 | (238,186,000) | 74,422,000 | 0 | 74,422,000 | 18,977,000 | 0 | 18,977,000 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 96,079 | $ 96,079 | $ 0 | $ 0 | $ 8 | $ (8) | $ 0 | $ 12 | $ (12) | $ 8 | $ 0 | $ 8 | $ 2 | $ 0 | $ 2 | $ 71,786 | $ 71,776 | $ 10 | $ 481 | $ 481 | $ 0 | $ 23,802 | $ 23,802 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Net income (loss) | 10,119 | $ 8,809 | $ 1,310 | 10,119 | ||||||||||||||||||||||
Business Combination & PIPE Financing (shares) | 32,968,000 | (2,847,000) | ||||||||||||||||||||||||
Acies Merger & PIPE Financing | 186,011 | $ 3 | 186,008 | |||||||||||||||||||||||
Exercise of stock options (shares) | 2,440,000 | |||||||||||||||||||||||||
Exercise of stock options | 2,091 | 2,091 | ||||||||||||||||||||||||
Stock-based compensation | 4,182 | 4,182 | ||||||||||||||||||||||||
Other comprehensive income (loss) | (92) | (92) | ||||||||||||||||||||||||
Ending balance of preferred stock (shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||
Ending balance of common stock (shares) at Sep. 30, 2021 | 0 | 109,830,000 | 16,130,000 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 298,390 | $ 0 | $ 0 | $ 11 | $ 2 | 264,067 | 389 | 33,921 | ||||||||||||||||||
Beginning balance of preferred stock (shares) at Jun. 30, 2021 | 0 | |||||||||||||||||||||||||
Beginning balance of common stock (shares) at Jun. 30, 2021 | 0 | 109,623,000 | 16,130,000 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 286,023 | $ 0 | $ 0 | $ 11 | $ 2 | 262,931 | 394 | 22,685 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Net income (loss) | 11,236 | $ 9,796 | $ 1,440 | 11,236 | ||||||||||||||||||||||
Acies Merger & PIPE Financing | (73) | (73) | ||||||||||||||||||||||||
Exercise of stock options (shares) | 207,000 | |||||||||||||||||||||||||
Exercise of stock options | 192 | 192 | ||||||||||||||||||||||||
Stock-based compensation | 1,017 | 1,017 | ||||||||||||||||||||||||
Other comprehensive income (loss) | (5) | (5) | ||||||||||||||||||||||||
Ending balance of preferred stock (shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||
Ending balance of common stock (shares) at Sep. 30, 2021 | 0 | 109,830,000 | 16,130,000 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 298,390 | $ 0 | $ 0 | $ 11 | $ 2 | 264,067 | 389 | 33,921 | ||||||||||||||||||
Beginning balance of preferred stock (shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||||
Beginning balance of common stock (shares) at Dec. 31, 2021 | 110,066,000 | 16,130,000 | 110,066,000 | 16,130,000 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 303,467 | $ 11 | $ 2 | 268,522 | 393 | 34,539 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Net income (loss) | $ (16,080) | $ (14,045) | $ (2,035) | (16,080) | ||||||||||||||||||||||
Exercise of stock options (shares) | 2,150,000 | 1,823,000 | ||||||||||||||||||||||||
Exercise of stock options | $ 1,148 | $ 327 | 1,148 | |||||||||||||||||||||||
Issuance of vested restricted stock units (in shares) | 1,518,000 | |||||||||||||||||||||||||
Stock-based compensation | 15,529 | 15,529 | ||||||||||||||||||||||||
Other comprehensive income (loss) | $ (561) | (561) | ||||||||||||||||||||||||
Ending balance of preferred stock (shares) at Sep. 30, 2022 | 0 | |||||||||||||||||||||||||
Ending balance of common stock (shares) at Sep. 30, 2022 | 113,407,000 | 16,457,000 | 113,407,000 | 16,457,000 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 303,503 | $ 11 | $ 2 | 285,199 | (168) | 18,459 | ||||||||||||||||||||
Beginning balance of common stock (shares) at Jun. 30, 2022 | 111,883,000 | 16,130,000 | ||||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 295,590 | $ 11 | $ 2 | 280,756 | (9) | 14,830 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Net income (loss) | 3,629 | $ 3,175 | $ 454 | 3,629 | ||||||||||||||||||||||
Exercise of stock options (shares) | 1,037,000 | |||||||||||||||||||||||||
Exercise of stock options | 459 | $ 327 | 459 | |||||||||||||||||||||||
Issuance of vested restricted stock units (in shares) | 487,000 | |||||||||||||||||||||||||
Stock-based compensation | 3,984 | 3,984 | ||||||||||||||||||||||||
Other comprehensive income (loss) | $ (159) | (159) | ||||||||||||||||||||||||
Ending balance of preferred stock (shares) at Sep. 30, 2022 | 0 | |||||||||||||||||||||||||
Ending balance of common stock (shares) at Sep. 30, 2022 | 113,407,000 | 16,457,000 | 113,407,000 | 16,457,000 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 303,503 | $ 11 | $ 2 | $ 285,199 | $ (168) | $ 18,459 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (16,080,000) | $ 10,119,000 |
Adjustments: | ||
Depreciation and amortization | 25,265,000 | 20,145,000 |
Amortization of loan costs | 106,000 | 295,000 |
Stock-based compensation expense | 13,563,000 | 3,680,000 |
Change in fair value of warrant liabilities | (1,139,000) | (11,986,000) |
Asset impairments | 8,353,000 | 0 |
Deferred income tax expense | (6,601,000) | (3,070,000) |
Other | 14,000 | 1,517,000 |
Changes in operating assets and liabilities | ||
Receivables | 1,777,000 | (1,588,000) |
Prepaid expenses and other current assets | 1,948,000 | (3,679,000) |
Income tax receivable | 190,000 | (3,512,000) |
Accounts payable & accrued liabilities | 4,430,000 | 5,684,000 |
Other | (595,000) | 3,158,000 |
Net cash provided by operating activities | 31,231,000 | 20,763,000 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (10,852,000) | (1,241,000) |
Additions to internal-use software | (15,597,000) | (19,540,000) |
Additions to notes receivable and other investments | (1,042,000) | (9,533,000) |
Acquisition of subsidiary, net of cash acquired | (960,000) | 0 |
Proceeds from notes receivable | 2,348,000 | 0 |
Net cash used in investing activities | (26,103,000) | (30,314,000) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 1,144,000 | 2,091,000 |
Payment for tender offer of warrants | (1,792,000) | 0 |
Payment for minimum guarantee obligations | (5,000,000) | 0 |
Net proceeds from Acies Merger | 0 | 185,311,000 |
Other | 0 | (690,000) |
Net cash (used in) provided by financing activities | (5,648,000) | 186,712,000 |
Foreign currency translation | (913,000) | (113,000) |
Net change in cash and cash equivalents | (1,433,000) | 177,048,000 |
Cash and cash equivalents at beginning of period | 213,502,000 | 48,927,000 |
Cash and cash equivalents at end of period | 212,069,000 | 225,975,000 |
Supplemental cash flow disclosures: | ||
Interest paid | 150,000 | 53,000 |
Income taxes paid, net of refunds | 411,000 | 818,000 |
Non-cash investing and financing activities: | ||
Capitalization of stock-based compensation | 1,966,000 | 502,000 |
Increase in property and equipment included in accounts payable and other long-term liabilities | 824,000 | 0 |
Reduction of notes receivable in exchange for internal-use software | 0 | 1,754,000 |
Settlement of MGM Profit Share liability through the issuance of shares of Class A common stock | 0 | 20,000,000 |
Exchange of notes receivable as consideration related to the WonderBlocks Acquisition | 1,055,000 | 0 |
Contingent consideration related to the WonderBlocks Acquisition | $ 1,564,000 | $ 0 |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Organization and Description of Business PLAYSTUDIOS, Inc., formerly known as Acies Acquisition Corp. (the "Company" or "PLAYSTUDIOS"), was incorporated on August 14, 2020 as a Cayman Islands exempted company, and domesticated into a Delaware corporation on June 21, 2021. The Company's legal name became PLAYSTUDIOS, Inc. following the closing of the Acies Merger (as defined in Note 3— Business Combinations ). The prior period financial information represents the financial results and conditions of Old PLAYSTUDIOS (as defined in Note 3— Business Combinations ). The Company develops and operates online and mobile social gaming applications (“games” or “game”) each of which incorporate a unique loyalty program offering “real world” rewards provided by a collection of awards 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 one operating segment with one business activity, developing and monetizing games. 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 condensed 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 consolidated 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. The significant accounting policies referenced in the annual consolidated financial statements of the Company as of December 31, 2021 have been applied consistently in these unaudited interim consolidated financial statements. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position as of September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022, and 2021, and cash flows for the nine months ended September 30, 2022, and 2021. The Consolidated Balance Sheet as of December 31, 2021 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Company made certain reclassifications to the comparative balances in the condensed consolidated financial statements to conform with current year presentation. Use of Estimates The preparation of condensed 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 condensed 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 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. Emerging Growth Company At September 30, 2022, the Company qualified as 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 the Company has taken and 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 auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 are required to comply with the new or revised 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 opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company did not lose its emerging growth company status on December 31, 2021. As a result, the Company does not expect to adopt any accounting pronouncements currently deferred based on private company standards until a year subsequent to 2022. The Company will reevaluate its eligibility to retain emerging growth company status at the end of its second quarter of 2023, and otherwise as required. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For a discussion of our significant accounting policies and estimates, please refer to our 2021 Annual Report on Form 10-K filed on March 3, 2022. Share-Based Compensation The Company has a stock-based compensation program which provides for equity awards including time-based stock options and restricted stock units (“RSUs”). Stock-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period for the award. The Company records forfeitures as a reduction of stock-based compensation expense as those forfeitures occur. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value for option awards. In valuing our option awards, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives. The Company accounts for forfeitures as they occur. Risk-free interest rates are derived from United States Treasury securities as of the option award grant date. Expected dividend yield is based on our historical cash dividend payments, which have been zero to date. The expected volatility for shares of the Company's Class A common stock is estimated using our historical volatility. The weighted-average expected life of the option awards is estimated based on our historical exercise data. The Company's dual class structure was created upon the Domestication (as defined in Note 3— Business Combinations ). The Class B common stock, including Class B common stock underlying vested stock options, held by Mr. Andrew Pascal, the Company's Chairman and Chief Executive Officer, or his affiliates (the "Founder Group") carry a super vote premium. As the Founder Group did not have control of Old PLAYSTUDIOS prior to the Acies Merger, and Mr. Pascal is an employee of the Company, the incremental value resulting from the super vote premium is accounted for as incremental compensation costs. The Company utilized the market approach by observing other market participants with (i) dual class structures, (ii) super vote premiums for a single class and (iii) both classes trading on a national exchange. Based on the observed data, management selected a premium for the Class B common stock and the stock options held by members of the Founder Group. The Company uses the estimated fair value of equity and associated per-share value at the time of grant to determine the compensation cost to be recognized associated with RSUs granted. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board ("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 years beginning after December 15, 2022, with earlier adoption permitted. The Company intends to first present the application of this guidance in its Annual Report on Form 10-K for the year ending December 31, 2022 with an effective date of January 1, 2022. 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 years beginning after December 15, 2022, including interim periods within that annual reporting period, 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. Recently Adopted Accounting Pronouncements 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. The Company adopted this guidance prospectively on January 1, 2022 and the adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Merger with Acies Acquisition Corp. On June 21, 2021 (the “Closing Date”), Acies Acquisition Corp., a Cayman Islands exempted company (prior to the Closing Date, “Acies”), consummated the previously announced business combination (“Acies Merger”) with PlayStudios, Inc., a Delaware corporation (“Old PLAYSTUDIOS”) pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021 (the “Merger Agreement”), by and among Acies, Catalyst Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acies (“First Merger Sub”), Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acies (“Second Merger Sub”), and Old PLAYSTUDIOS. In connection with the closing of the Acies Merger, Acies filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Acies was domesticated and continues as a Delaware corporation, changing its name to PLAYSTUDIOS, Inc. (the “Domestication”). As a consequence of filing the Certificate of Incorporation, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. See Note 16— Stockholders' Equity for further discussion on the dual class structure. In connection with the Acies Merger, Acies entered into subscription agreements with certain investors ("PIPE Investors"), whereby it issued 25.0 million shares of Class A common stock at $10.00 per share (the "PIPE Shares") for an aggregate purchase price of $250.0 million (the "PIPE Financing"), which closed simultaneously with the consummation of the Acies Merger. The Company used $20.0 million of the PIPE Financing to terminate the profit share provision of an agreement with MGM Resorts International, one of the PIPE Investors. In connection with the Acies Merger, the Company incurred direct and incremental costs of $32.8 million related to the equity issuance, consisting primarily of investment banking and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The Company incurred approximately $1.4 million of expenses primarily related to advisory, legal and accounting fees in conjunction with the Acies Merger. Of this, $0.1 million and $1.3 million were recorded in general and administrative expenses on the consolidated statements of operations for the three and nine months ended September 30, 2021, respectively. The aggregate consideration for the Acies Merger was approximately $1,041.0 million, payable in the form of the Company's Class A and Class B common stock and cash. The following table summarizes the merger consideration (in thousands, except per share information). Consideration Cash consideration $ 102,020 Shares transferred at closing (1) 86,838 Value per share $ 10.00 Share consideration $ 868,380 Total consideration $ 970,400 Shares of common stock underlying vested options 7,060 Value per share $ 10.00 70,600 Aggregate consideration $ 1,041,000 (1) Excludes shares of common stock underlying stock options that are vested but unexercised as of the Closing Date of the Acies Merger. As the shares do not represent legally outstanding shares of common stock at Closing, they are excluded from the total consideration amount. The following table reconciles the elements of the Acies Merger to the condensed consolidated statements of cash flows for the nine months ended September 30, 2021: Cash - Acies Trust and cash (net of redemptions) $ 101,965 Cash - PIPE 230,000 Less: Cash consideration (102,020) Less: Transaction costs (44,775) Net Acies Merger and PIPE Financing $ 185,170 The Acies Merger was accounted for as a reverse recapitalization and Acies was treated as the “acquired” company for accounting purposes. The Acies Merger was accounted as the equivalent of Old PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. Accordingly, all historical financial information presented in these condensed consolidated interim financial statements represents the accounts of Old PLAYSTUDIOS “as if” Old PLAYSTUDIOS is the predecessor to the Company. The common stock and net income per share, prior to the Acies Merger, have been adjusted to share amounts reflecting the recapitalization exchange ratio of approximately 0.233 for Old PLAYSTUDIOS common stock. WonderBlocks Acquisition On August 2, 2022, playBLOCKS, Inc., a newly formed wholly-owned subsidiary of the Company ("playBLOCKS") entered into an agreement with WonderBlocks Labs, Inc. (“WonderBlocks"), which provides tools for the development of a play-to-earn loyalty platform for digital entertainment on the Ethereum blockchain, pursuant to which playBLOCKS acquired substantially all of the assets of WonderBlocks. playBLOCKS paid WonderBlocks $2.0 million less Indebtedness (borrowed money and accrued interest, including debt to the Company) at closing and agreed to pay between zero and $3 million subject to the satisfaction of certain product and financial milestones. We believe this acquisition will allow us to enhance our playAWARDS model with new Web3 features and capabilities. The Company recorded the excess of the fair value of the consideration transferred in the acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities and anticipated synergies through the scale of our operations. The Company expects that substantially all of the goodwill will be deductible for federal income tax purposes. The following table summarizes the consideration paid for WonderBlocks and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Consideration: Cash consideration $ 945 Note receivable plus accrued interest conversion 1,055 Contingent consideration 1,564 Total consideration transferred $ 3,564 Identifiable assets acquired and liabilities assumed: Developed technology 2,403 Other liabilities $ (15) Total identifiable net assets $ 2,388 Goodwill $ 1,176 Brainium Studios Acquisition On October 7, 2022, PLAYSTUDIOS US, LLC, a direct wholly-owned subsidiary of the Company entered into a membership interest purchase agreement with Brainium Studios LLC (“Brainium"), a mobile game publisher, Farhad Shakiba, and Jake Brownson (together, the "Seller Members"), and Farhad Shakiba as the Sellers' Representative, pursuant to which PLAYSTUDIOS US, LLC acquired all of the issued and outstanding membership interests in Brainium from the Seller Members. The closing of the acquisition occurred on October 12, 2022, and Brainium became an indirect wholly-owned subsidiary of the Company. The purchase price for the membership interests was $70.0 million at closing, as adjusted for cash, indebtedness, and working capital, and between zero and $27.3 million following the closing subject to the satisfaction of certain financial milestones for the fiscal year ending December 31, 2022. The Company is currently in the process of finalizing the accounting for this transaction and the Company expects to complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the fourth quarter of 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The following table is a summary of balance sheet assets and liabilities from related parties: September 30, December 31, Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net The Company did not have any revenues recognized from related parties during the three and nine months ended September 30, 2022 and 2021. In connection with the Acies Merger and in accordance with the Merger Agreement, during the nine months ended September 30, 2021, the Company paid $2.5 million to PLAYSTUDIOS Impact Fund, formerly known as myCause Charitable Foundation, a 501(c)(3) foundation established and administered by certain members of management of the Company. The Company’s expenses recognized from related parties were immaterial during the three and nine months ended September 30, 2022 and 2021. MGM Resorts International (“MGM”) MGM is a stockholder and MGM's Chief Commercial Officer also serves on the Company’s Board of Directors. MGM owned approximately 16.6 million and 16.6 million shares of the Company's outstanding Class A common stock as of September 30, 2022 and December 31, 2021, respectively. 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 19.2 million 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— Goodwill and Intangible Assets , 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 Financing, (ii) the date that the Company waives MGM’s commitment to participate in the PIPE Financing, 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 $20.0 million by participating in the PIPE Financing or a private placement of equity offering to third party investors for minimum gross proceeds to the Company of $50.0 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. On June 21, 2021, the Company consummated the Acies Merger and MGM participated in the PIPE Financing. In connection with the PIPE Financing, the Company recorded an equity contribution from MGM as a settlement of the $20.0 million liability. |
RECEIVABLES
RECEIVABLES | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES Receivables consist of the following: September 30, December 31, Trade receivables $ 18,825 $ 20,540 Other receivables 389 153 Total receivables $ 19,214 $ 20,693 Trade receivables generally 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 September 30, 2022 and December 31, 2021. Concentration of Credit Risk As of September 30, 2022, Apple, Inc. and Google, Inc. accounted for 46.2% and 32.0% of the Company’s total receivables, respectively, while as of December 31, 2021, Apple, Inc. and Google, Inc. accounted for 43.0% and 34.6% of the Company’s total receivables, respectively. As of September 30, 2022 and December 31, 2021, the Company did not have any additional counterparties that exceeded 10% of the Company’s accounts receivable. During the year ended December 31, 2021, the Company entered into agreements pursuant to which the Company acquired the rights to develop and operate Tetris®-branded mobile games. As contemplated in the agreements, the Company agreed to an $8.0 million Advance Payment (as defined in Note 15— Commitments and Contingencies ), which is reported within the "Other long-term assets" line item on the Consolidated Balance Sheets. If the Company and the c ounterparty |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The carrying values of the Company’s cash and cash equivalents, trade receivables and accounts payable approximate fair value due to their short maturities. The following tables present the financial assets not measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: September 30, 2022 Carrying Value Estimated Fair Value Fair Value Hierarchy Financial Statement Line Item Financial assets: Notes receivable - current $ 102 $ 102 Level 3 Receivables Notes receivable - non-current 192 192 Level 3 Other long-term assets Prepaid expenses - non-current 8,000 8,000 Level 3 Other long-term assets Total financial assets $ 8,294 $ 8,294 December 31, 2021 Carrying Value Estimated Fair Value Fair Value Hierarchy Financial Statement Line Item Financial assets: Notes receivable - current $ 8 $ 8 Level 3 Receivables Notes receivable - non-current 3,391 3,391 Level 3 Other long-term assets Prepaid expenses - non-current 8,000 8,000 Level 3 Other long-term assets Total financial assets $ 11,399 $ 11,399 The notes receivable are fixed-rate investments, are not traded and do not have observable market inputs, therefore, the fair value is estimated to be equal to the carrying value. The Advance Payment is not a traded asset and does not have observable market inputs, therefore, the fair value is estimated to be equal to the carrying value. The following tables present the liabilities measured at fair value on a recurring basis, by input level, in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Public Warrants $ 2,099 — — 2,099 Private Warrants — 1,491 — 1,491 Total financial liabilities $ 2,099 $ 1,491 $ — $ 3,590 December 31, 2021 Level 1 Level 2 Level 3 Total Financial liabilities: Public Warrants $ 4,255 — — 4,255 Private Warrants — 2,266 — 2,266 Total financial liabilities $ 4,255 $ 2,266 $ — $ 6,521 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: September 30, December 31, Land and buildings $ 5,087 $ — Computer equipment 8,599 8,819 Leasehold improvements 6,530 6,310 Purchased software 4,320 542 Furniture and fixtures 2,715 2,125 Construction in progress 995 721 Total property and equipment 28,246 18,517 Less: accumulated depreciation (14,316) (13,228) Total property and equipment, net $ 13,930 $ 5,289 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 September 30, 2022 and 2021, depreciation expense was $1.2 million and $0.7 million, respectively, and during the nine months ended September 30, 2022 and 2021, depreciation expense was $3.1 million and $2.1 million, respectively. No impairment charges or material write-offs were recorded for the three and nine months ended September 30, 2022 and 2021. On July 29, 2022, the Company purchased the real property located at 10150 Covington Cross Drive, Las Vegas, Nevada, 89144 for approximately $5 million. The property was previously leased by the Company and has been the location of the U.S. headquarters of the Company since March of 2017. The property is held in a newly formed subsidiary of the Company, PLAYPROPERTIES, LLC. The lease on the property was terminated upon the closing of the purchase. Property and equipment, net by region consists of the following: September 30, December 31, United States $ 9,064 $ 1,672 EMEA (1) 3,431 2,813 All other countries 1,435 804 Total property and equipment, net $ 13,930 $ 5,289 (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 | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
INTERNAL-USE SOFTWARE, NET | INTERNAL-USE SOFTWARE, NET Internal-use software, net consists of the following: September 30, December 31, Internal-use software $ 139,430 $ 130,942 Less: accumulated amortization (104,012) (87,675) Total internal-use software, net $ 35,418 $ 43,267 The aggregate amortization expense for internal-use software, net is reflected in "Depreciation and amortization" in the Consolidated Statements of Operations. During the three months ended September 30, 2022 and 2021, the Company capitalized internal-use software development costs of $5.6 million and $6.8 million, and during the nine months ended September 30, 2022 and 2021, the Company capitalized internal-use software development costs of $17.6 million and $21.8 million, respectively. Total amortization expense associated with its capitalized internal-use software development costs for the three months ended September 30, 2022 and 2021 was $5.6 million and $6.5 million, and for the nine months ended September 30, 2022 and 2021 was $17.1 million and $17.7 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had $5.1 million in goodwill as of December 31, 2021. The Company recorded $1.2 million of goodwill related to the WonderBlocks Acquisition during the three and nine months ended September 30, 2022. See Note 3— Business Combinations for further discussion. There were no business combinations during the three and nine months ended September 30, 2021. There were no indicators of impairment as of September 30, 2022 and December 31, 2021. Intangible Assets The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Licenses $ 19,000 $ (6,305) $ 12,695 $ 19,000 $ (1,245) $ 17,755 Acquired technology 2,403 (80) 2,323 — — — Trade names 1,240 (1,240) — 1,240 (1,240) — 22,643 (7,625) 15,018 20,240 (2,485) 17,755 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 23,643 $ (7,625) $ 16,018 $ 21,240 $ (2,485) $ 18,755 Intangible assets consist of trade names, long-term license agreements with various third parties, and the technology acquired from WonderBlocks. In 2021, the Company entered into agreements with N3TWORK Inc. and The Tetris Company, LLC pursuant to which the Company acquired the rights to develop and operate Tetris ® -branded mobile games for an initial term through August 2024. The Company paid N3TWORK Inc. $13.0 million at closing and agreed to pay up to an additional $34.0 million subject to satisfaction of certain conditions, of which $8.0 million was an Advance Payment (as defined in Note 15— Commitments and Contingencies ) . In addition, the Company will pay royalties to The Tetris Company, LLC, the licensor of the rights. 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 September 30, 2022 and 2021, amortization was $1.8 million and $0.1 million, respectively, and during the nine months ended September 30, 2022 and 2021, amortization was $5.1 million and $0.3 million, respectively. There were no impairment charges for intangible assets for the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022, the estimated annual amortization expense for the years ending December 31, 2022 through 2026 is as follows: Year Ending December 31, Projected Amortization Remaining 2022 $ 1,807 2023 7,126 2024 4,844 2025 481 2026 481 Total $ 14,739 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
WARRANT LIABILITIES | WARRANT LIABILITIES Public Warrants and Private Warrants Upon the closing of the Acies Merger, there were approximately 7.2 million publicly-traded redeemable warrants to purchase shares of Class A common stock (the "Public Warrants") and 3.8 million redeemable warrants to purchase shares of Class A common stock initially issued to Acies Acquisition, LLC (the "Sponsor") in a private placement (the "Private Warrants") were issued by Acies prior to the Acies Merger. Each whole Public Warrant entitles the registered holder to purchase one whole share of the Company’s Class A common stock at a price of $11.50 in cash per share, subject to adjustment as discussed below, as of October 27, 2021. Pursuant to the Warrant Agreement, a holder of Public Warrants may exercise the Public Warrants only for a whole number of shares of Class A common stock. The Public Warrants will expire 5 years after the completion of the Acies Merger, or earlier upon redemption or liquidation. The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the shares of Class A common stock issuable upon exercise of the Private Warrants were not transferable until after the completion of the Acies Merger, subject to certain limited exceptions. Additionally, the Private Warrants are non-redeemable so long as they are held by the initial holder or any of its permitted transferees. If the Private Warrants are held by someone other than the initial holder or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants may be exercised on a cashless basis so long as held by the Sponsor or certain permitted transferees. The Company may redeem the outstanding Public Warrants in whole, but not in part, at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three On April 1, 2022, the Company commenced (i) an offer to each holder of its outstanding Public Warrants and Private Warrants (collectively, the “Warrants”), each to purchase shares of its Class A common stock, par value $0.0001 per share, the opportunity to receive $1.00 in cash, without interest, for each outstanding Warrant tendered by the holder pursuant to the offer (the “Offer to Purchase”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the outstanding Warrants to amend the Warrant Agreement, dated as of October 22, 2020, by and between the Company (formerly Acies Acquisition Corp.) and Continental Stock Transfer & Trust Company, which governs all of the Warrants (the “Warrant Amendment”) (collectively the "Tender Offer"). The Tender Offer expired midnight, Eastern Time, at the end of the day on May 13, 2022 (the “Expiration Date”), in accordance with its terms. Broadridge Corporate Issuer Solutions, Inc., the depositary for the Tender Offer, indicated that as of the Expiration Date, (i) 1,792,463 outstanding Public Warrants, or approximately 25% of the outstanding Public Warrants were validly tendered in and not withdrawn from the Offer to Purchase, and (ii) none of the outstanding Private Warrants were validly tendered in and not withdrawn from the Offer to Purchase. The Warrant Amendment was not approved. The Company paid $1.8 million for all Public Warrants tendered by the holders pursuant to the Offer to Purchase and $1.1 million of fees, expenses, and other related amounts incurred in connection with the Tender Offer. At September 30, 2022, there were approximately 5.4 million Public Warrants and 3.8 million Private Warrants outstanding. Refer to Note 6— Fair Value Measurements for further information. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consist of the following: September 30, December 31, Accrued payroll and vacation 6,590 5,696 Accrued user acquisition 3,389 1,700 Income taxes payable 1,076 1,201 Accrued royalties 1,470 — Other accruals 5,917 1,802 Minimum guarantee liability — 5,200 Total accrued liabilities $ 18,442 $ 15,599 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the Company’s revenue disaggregated by type, and by over time or point in time recognition: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Virtual currency (over time) (1) $ 65,607 $ 69,255 $ 195,377 $ 212,226 Advertising (point in time) 3,807 1,316 11,364 3,264 Other revenue 2,713 — 4,190 — Total net revenue $ 72,127 $ 70,571 $ 210,931 $ 215,490 (1) Virtual currency is recognized over the estimated consumption period. The following table summarizes the Company’s revenue disaggregated by geography: Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 63,501 $ 61,670 $ 185,646 $ 187,319 All other countries 8,626 8,901 25,285 28,171 Total net revenue $ 72,127 $ 70,571 $ 210,931 $ 215,490 Contract Balances Contract assets represent the Company’s ability to bill customers for performance obligations completed under a contract. As of September 30, 2022 and December 31, 2021, there were no contract assets recorded in the Company’s Consolidated Balance Sheets. The deferred revenue balance related to the purchase of virtual currency was immaterial as of September 30, 2022 and December 31, 2021. The opening and closing balance of trade receivables is further described in Note 5— Receivables . |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Credit Agreement On June 24, 2021, in connection with the closing of the Acies Merger, the Company terminated and replaced the then existing revolving credit facility with Silicon Valley Bank (the "Revolver"). The Company, a subsidiary of the Company, JPMorgan Chase Bank, N.A., as administrative agent and JPMorgan Chase Bank, N.A., Silicon Valley Bank and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers entered into a credit agreement (the “Credit Agreement”) which provides for a five-year revolving credit facility in an aggregate principal amount of $75.0 million. Borrowings under the Credit Agreement may be borrowed, repaid and re-borrowed by the Company, and are available for working capital, general corporate purposes and permitted acquisitions. Commitment fees and interest rates are determined on the basis of either a Eurodollar rate or an Alternate Base Rate plus an applicable margin. The applicable margins are initially 2.50%, in the case of Eurodollar loans, and 1.50%, in the case of Alternate Base Rate loans. The applicable margin is subject to adjustment based upon the Company's Total Net Leverage Ratio (as defined in the Credit Agreement). Eurodollar rates and the Alternate Base Rate are subject to floors of 0.00% and 1.00%, respectively. The Credit Agreement contains various affirmative and negative financial and operational covenants applicable to the Company and its subsidiaries. The Credit Agreement includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants. Specific financial covenants include the following, commencing with the quarter ended September 30, 2021: • Maximum Net Leverage Ratio of 3.50:1.00 (subject to increase to 4.00:1.00 following consummation of certain material acquisitions) • Minimum Fixed Charge Coverage Ratio of 1.25:1.00. On May 13, 2022, the Company entered into the Amendment No. 1 to the Credit Agreement, which amended the Credit Agreement to, among other things, exclude from the definition of Fixed Charge Coverage Ratio certain funds, up to $15,000,000, expended or to be expended by the Company in connection with the Tender Offer. On August 9, 2022, the Company entered into the Amendment No. 2 to the Credit Agreement, which amended the Credit Agreement (as amended by Amendment No. 1 to the Credit Agreement) to, among other things, (i) increase the total current available line of credit from $75 million to $81 million, (ii) change the basis for calculation of interest under the facility from LIBOR to SOFR, and (iii) exclude from the calculation of the Fixed Charge Coverage Ratio (A) up to $6 million for the acquisition of, and improvements to, the real property located at 10150 Covington Cross Drive, Las Vegas, Nevada 89144 incurred on or prior to the first anniversary of the effective date of Amendment No. 2 to the Credit Agreement, and (B) up to $20,000,000 used to repurchase or redeem up to 10,996,631 warrants to purchase shares of Class A common stock of the Company, and shares of Class A common stock of the Company, on or before December 31, 2023, of which as of the date of Amendment No. 2 to the Credit Agreement the Company had used $1,792,463 to redeem outstanding warrants to purchase Class A common stock in connection with the Tender Offer. The Company capitalized a total of $0.7 million in debt issuance costs related to the Credit Agreement and subsequent amendments. As of September 30, 2022, the Company does not have any balances outstanding under the Credit Agreement. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded an income tax benefit of $1.8 million and $0.3 million for the three months ended September 30, 2022 and 2021, respectively, and the Company recorded an income tax benefit of $6.2 million and $4.8 million for the nine months ended September 30, 2022 and 2021, respectively. Our effective tax rate was (94.5)% for the three months ended September 30, 2022 compared to (3.0)% for the three months ended September 30, 2021. Our effective tax rate was 27.8% for the nine months ended September 30, 2022 compared to (90.9)% for the nine months ended September 30, 2021. The effective rates differ from the federal statutory rate of 21% primarily due to the jurisdictional mix of earnings at differing tax rates, research and development tax credits, non-deductible stock compensation, and the effect of a valuation allowance on certain federal deferred tax assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Minimum Guarantee Liability As of September 30, 2022 there were no minimum guarantee liabilities recorded in the Company’s Consolidated Balance Sheets. As of December 31, 2021, there was $5.2 million of minimum guarantee liabilities recorded in the Company’s Consolidated Balance Sheets. 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 September 30, 2022, all leases were classified as operating leases and expire at various dates through 2027, with certain leases containing renewal option periods of two The Company’s future minimum rental commitments as of September 30, 2022, are as follows: Minimum Rental Remaining 2022 $ 954 2023 3,814 2024 3,603 2025 2,098 2026 and thereafter 2,723 Total $ 13,192 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 $1.1 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively, and $3.2 million and $3.8 million for the nine months ended September 30, 2022 and 2021, respectively, which is included within “General and administrative” expenses in the Consolidated Statements of Operations. On October 7, 2022, the Company acquired two new leases in connection with the Brainium Acquisition. The Company will be required to make minimum lease payments of approximately $5.2 million from the date of acquisition through May 2028. N3TWORK, Inc. On November 22, 2021, the Company entered into agreements with N3TWORK Inc. and The Tetris Company, LLC pursuant to which the Company acquired the rights to develop and operate Tetris®-branded mobile games for an initial term through August 2024. The Company paid N3TWORK Inc. $13.0 million at closing and agreed to pay up to an additional $34.0 million subject to satisfaction of certain conditions (the "Contingent Payments"). As of September 30, 2022, the Company advanced $8.0 million of the Contingent Payments (the "Advance Payment"). None of the Advance Payment was considered earned as of September 30, 2022, which is included within "Other long-term assets" within the Consolidated Balance Sheets. Contingent Consideration In connection with the WonderBlocks Acquisition, the Company agreed to pay between zero and $3 million subject to the satisfaction of certain product and financial milestones. As of September 30, 2022, the fair value of the contingent consideration is $1.6 million. In connection with the Brainium Acquisition, the Company agreed to pay between zero and $27.3 million subject to the satisfaction of certain financial milestones for the fiscal year ending December 31, 2022. The Company is currently in the process of finalizing the accounting for this transaction and expects to complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the fourth quarter of 2022. 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. 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 ("NIS"). 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. On April 6, 2022, a class action lawsuit was filed in the United States District Court, Northern District of California, by a purported Company shareholder in connection with alleged federal securities violations: Christian A. Felipe et. al. v. PLAYSTUDIOS, Inc. (the “Felipe Complaint”). On July 15, 2022, the Felipe Complaint was transferred to the United States District Court for the District of Nevada, Southern Division. On October 4, 2022, the plaintiffs filed an amendment to the Felipe Complaint. The Felipe Complaint names the Company, several current and former board members of the Company, board members and officers of Acies Acquisition Corp., and Andrew Pascal, the Company’s Chairman and CEO, as defendants. The Felipe Complaint alleges misrepresentations and omissions regarding the state of the Company’s development of the Kingdom Boss game and its financial projections and future prospects in the S-4 Registration Statement filed by Acies that was declared effective on May 25, 2021, the Proxy Statement filed by Acies on May 25, 2021, and other public statements that touted Old PLAYSTUDIOS’ and the Company’s financial performance and operations, including statements made on earnings calls and the Amended S-1 Registration Statement filed by the Company that was declared effective on July 30, 2021. The Felipe Complaint alleges that the misrepresentations and omissions resulted in stock price drops of 13% on August 12, 2021, and 5% on February 25, 2022, following (i) the Company’s release of financial results for the second quarter of 2021, ended on June 30, 2021, and (ii) the filing of the Company’s annual report for 2021 and issuance of a press release summarizing financial results for the fourth quarter and year ended December 31, 2021, respectively. The Felipe Complaint seeks an award of damages for an unspecified amount. 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 is not able to reasonably estimate the probability or amount of loss and therefore has not made any accruals. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY The condensed consolidated statements of stockholders’ equity reflect the reverse recapitalization as discussed in Note 3— Business Combinations as of June 21, 2021. As Old PLAYSTUDIOS was deemed the accounting acquirer in the reverse recapitalization with Acies, all periods prior to the consummation date reflect the balances and activity of Old PLAYSTUDIOS. The consolidated balances and the audited consolidated financial statements of Old PLAYSTUDIOS, as of December 31, 2020, and the share activity and per share amounts in these condensed consolidated statements of equity were retroactively adjusted, where applicable, using the recapitalization exchange ratio of approximately 0.233 for Old PLAYSTUDIOS common stock. Old PLAYSTUDIOS Series A Preferred Stock, Old PLAYSTUDIOS Series B Preferred Stock, Old PLAYSTUDIOS Series C-1 Preferred Stock, and Old PLAYSTUDIOS Series C Preferred Stock were deemed converted into shares of Old PLAYSTUDIOS common stock at a share conversion factor of 1.0 as a result of the reverse recapitalization. Old PLAYSTUDIOS warrants to purchase preferred stock were deemed exercised and the underlying shares converted based on the respective preferred stock conversion ratio. Common Stock As of September 30, 2022, the Company was authorized to issue 2.0 billion and 25.0 million shares of Class A and Class B common stock, respectively. The Company had 113.4 million and 110.1 million shares of Class A common stock and 16.5 million and 16.1 million shares of Class B common stock issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Subject to the prior rights of the holders of any 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 Company's Board of Directors. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held and each holder of Class B common stock is entitled to twenty votes for each share of Class B common stock held. After the full preferential amounts due to preferred stockholders 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 or subject to redemption. Except as described below, the Company’s common stock is not convertible into any other shares of the Company’s capital stock. The shares of Class B common stock are subject to a “sunset” provision if any member of the Founder Group transfers shares of Class B common stock outside the Founder Group (except for certain permitted transfers). In the event of such non-permitted transfers, any share transferred will automatically convert into shares of Class A common stock. In addition, the outstanding shares of Class B common stock will be subject to a “sunset” provision by which all outstanding shares of Class B common stock will automatically convert into shares of Class A common stock (i) if holders representing a majority of the Class B common stock vote to convert the Class B common stock into 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 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. Accumulated Other Comprehensive Income The following tables shows a summary of changes in accumulated other comprehensive income: Currency Total Accumulated Balance as of December 31, 2021 $ 393 $ 393 Foreign currency translation (561) (561) Balance as of September 30, 2022 $ (168) $ (168) Currency Total Accumulated Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (92) (92) Balance as of September 30, 2021 $ 389 $ 389 Stock Repurchase Program On November 10, 2021, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $50.0 million of the Company’s Class A common stock over an initial period of 12 months. On November 2, 2022, the Company's Board of Directors approved an extension of the stock repurchase program by an additional 12 months, through November 10, 2023. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. As of September 30, 2022, the Company has not repurchased any Class A common stock under the stock repurchase program. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2011 and 2021 Equity Incentive Plans The Company has two equity incentive plans: Old PLAYSTUDIOS' 2011 Omnibus Stock and Incentive Plan (the “2011 Plan”) and the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other stock awards, and performance awards to employees, officers, non-employee directors and independent service providers of the Company. The 2021 Plan became effective immediately upon the Closing of the Acies Merger and replaced the 2011 Plan and no additional awards will be available under the 2011 Plan. Each Old PLAYSTUDIOS stock option from the 2011 Plan that was outstanding immediately prior to the Acies Merger and held by current employees or service providers, whether vested or unvested, was converted into an option to purchase approximately 0.233 shares of common stock (each such option, an “Exchanged Option”). Except as specifically provided in the Merger Agreement, following the Acies Merger, each Exchanged Option continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old PLAYSTUDIOS option immediately prior to the consummation of the Acies Merger. All equity awards activity was retroactively restated to reflect the Exchanged Options. The number of shares of common stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the last business day of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. If any award (or any award under the 2011 Plan) is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Class A common stock or Class B common stock, then the shares (including both the Class A common stock and Class B common stock) covered by such forfeited, expired, terminated or lapsed award shall again be available as shares for grant under the 2021 Plan. As of September 30, 2022, the Company had 14.1 million shares of Class A common stock reserved for issuance under the 2021 Plan. Stock-Based Compensation The following table summarizes stock-based compensation expense that the Company recorded in income (loss) from operations for the periods shown: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling and marketing $ 165 $ 22 $ 646 $ 54 General and administrative 1,767 117 6,319 1,587 Research and development 1,622 694 6,598 2,039 Stock-based compensation expense $ 3,554 $ 833 $ 13,563 $ 3,680 Capitalized stock-based compensation $ 430 $ 184 $ 1,966 $ 502 Stock Options All of the options granted under the 2011 Plan have time-based vesting periods vesting over a period of three The following is a summary of stock option activity for time-based options for the nine months ended September 30, 2022 (in thousands, except weighted-average exercise price and remaining term): No. of Weighted-Average Weighted-Average Aggregate Outstanding - December 31, 2021 14,749 $ 0.85 Granted — — Exercised (2,150) 0.56 Forfeited (233) 1.91 Expired (104) 1.99 Outstanding - September 30, 2022 12,262 0.87 5.9 $ 32,604 Unvested - September 30, 2022 1,776 0.87 6.9 4,929 Exercisable - September 30, 2022 10,486 $ 0.87 5.7 $ 27,675 As of September 30, 2022, there was approximately $3.1 million of total unrecognized compensation expense related to stock options to employees. As of September 30, 2022, this cost is expected to be recognized over a remaining average period of 0.5 years. The total intrinsic value of stock options exercised under the provisions of the 2011 Plan during the three months ended September 30, 2022 and 2021, was $4.8 million and $16.1 million, respectively, and during the nine months ended September 30, 2022 and 2021 was $8.1 million and $21.9 million, respectively. Restricted Stock Units ("RSUs") RSUs are granted using a three The following is a summary of RSU activity for the nine months ended September 30, 2022 (in thousands, except weighted-average grant date fair value): No. of Weighted-Average Grant Date Fair Value Total Fair Value of Shares Vested Outstanding - December 31, 2021 — $ — Granted 10,255 4.21 Vested (1,518) 4.32 $ 6,552 Forfeited (426) 4.11 Outstanding - September 30, 2022 8,311 $ 4.20 |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) attributable to Class A and Class B common stockholders by the weighted-average number of shares of each respective class of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to Class A and Class B common stockholders by the weighted-average number of each respective class of common stock outstanding, including the potential dilutive securities. For the calculation of diluted net income (loss) per share, net income (loss) attributable to Class A and Class B common stockholders is adjusted to reflect the potential effect of dilutive securities. As result of the reverse recapitalization, the Company has retroactively adjusted the weighted average shares outstanding prior to the Acies Merger to give effect to the recapitalization exchange ratio of approximately 0.233 for Old PLAYSTUDIOS common stock used to determine the number of shares of common stock into which they were converted. The following table sets forth the computation of basic and diluted net income (loss) attributable to Class A and Class B common stockholders per share (in thousands except per share data): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Class A Class B Class A Class B Numerator Net income attributable to common stockholders – basic $ 3,175 $ 454 $ 9,796 $ 1,440 Potential dilutive effect of stock options 21 (21) (15) 15 Net income attributable to common stockholders – diluted $ 3,196 $ 433 $ 9,781 $ 1,455 Denominator Weighted average shares of common stock outstanding - basic 112,873 16,159 109,693 16,130 Potential dilutive effect of stock options 8,206 1,371 11,123 1,849 Potential dilutive effect of restricted stock units 8,311 — — — Weighted average shares of common stock outstanding - diluted 129,390 17,530 120,816 17,979 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.09 $ 0.09 Diluted $ 0.02 $ 0.02 $ 0.08 $ 0.08 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Numerator Net (loss) income attributable to common stockholders – basic $ (14,045) $ (2,035) $ 8,809 $ 1,310 Potential dilutive effect of stock options — — (207) 207 Net (loss) income attributable to common stockholders – diluted $ (14,045) $ (2,035) $ 8,602 $ 1,517 Denominator Weighted average shares of common stock outstanding - basic 111,389 16,140 90,750 16,130 Potential dilutive effect of stock options — — 11,686 1,950 Weighted average shares of common stock outstanding - diluted 111,389 16,140 102,436 18,080 Net (loss) income attributable to common stockholders per share Basic $ (0.13) $ (0.13) $ 0.10 $ 0.08 Diluted $ (0.13) $ (0.13) $ 0.08 $ 0.08 For the periods presented above, the net income (loss) per share amounts are the same for Class A and Class B common stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Certificate of Incorporation. The undistributed earnings (losses) for each period are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings (losses) for the period had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings (losses) are allocated on a proportionate basis. The following equity awards outstanding have been excluded from the computation of diluted net income (loss) per share of common stock for the periods presented due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 133 51 12,262 — RSUs — — 8,311 — Public Warrants 5,382 7,175 5,382 7,175 Private Warrants 3,821 3,821 3,821 3,821 Earnout Shares 15,000 15,000 15,000 15,000 24,336 26,047 44,776 25,996 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed 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 consolidated 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. The significant accounting policies referenced in the annual consolidated financial statements of the Company as of December 31, 2021 have been applied consistently in these unaudited interim consolidated financial statements. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position as of September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022, and 2021, and cash flows for the nine months ended September 30, 2022, and 2021. The Consolidated Balance Sheet as of December 31, 2021 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Company made certain reclassifications to the comparative balances in the condensed consolidated financial statements to conform with current year presentation. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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 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. |
Share-Based Compensation | Share-Based Compensation The Company has a stock-based compensation program which provides for equity awards including time-based stock options and restricted stock units (“RSUs”). Stock-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period for the award. The Company records forfeitures as a reduction of stock-based compensation expense as those forfeitures occur. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value for option awards. In valuing our option awards, the Company makes assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives. The Company accounts for forfeitures as they occur. Risk-free interest rates are derived from United States Treasury securities as of the option award grant date. Expected dividend yield is based on our historical cash dividend payments, which have been zero to date. The expected volatility for shares of the Company's Class A common stock is estimated using our historical volatility. The weighted-average expected life of the option awards is estimated based on our historical exercise data. The Company's dual class structure was created upon the Domestication (as defined in Note 3— Business Combinations ). The Class B common stock, including Class B common stock underlying vested stock options, held by Mr. Andrew Pascal, the Company's Chairman and Chief Executive Officer, or his affiliates (the "Founder Group") carry a super vote premium. As the Founder Group did not have control of Old PLAYSTUDIOS prior to the Acies Merger, and Mr. Pascal is an employee of the Company, the incremental value resulting from the super vote premium is accounted for as incremental compensation costs. The Company utilized the market approach by observing other market participants with (i) dual class structures, (ii) super vote premiums for a single class and (iii) both classes trading on a national exchange. Based on the observed data, management selected a premium for the Class B common stock and the stock options held by members of the Founder Group. The Company uses the estimated fair value of equity and associated per-share value at the time of grant to determine the compensation cost to be recognized associated with RSUs granted. |
Recently Issued Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board ("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 years beginning after December 15, 2022, with earlier adoption permitted. The Company intends to first present the application of this guidance in its Annual Report on Form 10-K for the year ending December 31, 2022 with an effective date of January 1, 2022. 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 years beginning after December 15, 2022, including interim periods within that annual reporting period, 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. Recently Adopted Accounting Pronouncements 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. The Company adopted this guidance prospectively on January 1, 2022 and the adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The aggregate consideration for the Acies Merger was approximately $1,041.0 million, payable in the form of the Company's Class A and Class B common stock and cash. The following table summarizes the merger consideration (in thousands, except per share information). Consideration Cash consideration $ 102,020 Shares transferred at closing (1) 86,838 Value per share $ 10.00 Share consideration $ 868,380 Total consideration $ 970,400 Shares of common stock underlying vested options 7,060 Value per share $ 10.00 70,600 Aggregate consideration $ 1,041,000 (1) Excludes shares of common stock underlying stock options that are vested but unexercised as of the Closing Date of the Acies Merger. As the shares do not represent legally outstanding shares of common stock at Closing, they are excluded from the total consideration amount. The following table reconciles the elements of the Acies Merger to the condensed consolidated statements of cash flows for the nine months ended September 30, 2021: Cash - Acies Trust and cash (net of redemptions) $ 101,965 Cash - PIPE 230,000 Less: Cash consideration (102,020) Less: Transaction costs (44,775) Net Acies Merger and PIPE Financing $ 185,170 |
Schedule of Purchase Price Allocation | The following table summarizes the consideration paid for WonderBlocks and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Consideration: Cash consideration $ 945 Note receivable plus accrued interest conversion 1,055 Contingent consideration 1,564 Total consideration transferred $ 3,564 Identifiable assets acquired and liabilities assumed: Developed technology 2,403 Other liabilities $ (15) Total identifiable net assets $ 2,388 Goodwill $ 1,176 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Balance Sheet Assets and Liabilities from Related Parties | The following table is a summary of balance sheet assets and liabilities from related parties: September 30, December 31, Financial Statement Line Item Marketing Agreement $ 1,000 $ 1,000 Intangibles, net |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consist of the following: September 30, December 31, Trade receivables $ 18,825 $ 20,540 Other receivables 389 153 Total receivables $ 19,214 $ 20,693 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets not Measured at Fair Value on a Recurring Basis | The following tables present the financial assets not measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: September 30, 2022 Carrying Value Estimated Fair Value Fair Value Hierarchy Financial Statement Line Item Financial assets: Notes receivable - current $ 102 $ 102 Level 3 Receivables Notes receivable - non-current 192 192 Level 3 Other long-term assets Prepaid expenses - non-current 8,000 8,000 Level 3 Other long-term assets Total financial assets $ 8,294 $ 8,294 December 31, 2021 Carrying Value Estimated Fair Value Fair Value Hierarchy Financial Statement Line Item Financial assets: Notes receivable - current $ 8 $ 8 Level 3 Receivables Notes receivable - non-current 3,391 3,391 Level 3 Other long-term assets Prepaid expenses - non-current 8,000 8,000 Level 3 Other long-term assets Total financial assets $ 11,399 $ 11,399 |
Liabilities Measured at Fair Value on a Recurring Basis, by Input Level | The following tables present the liabilities measured at fair value on a recurring basis, by input level, in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Public Warrants $ 2,099 — — 2,099 Private Warrants — 1,491 — 1,491 Total financial liabilities $ 2,099 $ 1,491 $ — $ 3,590 December 31, 2021 Level 1 Level 2 Level 3 Total Financial liabilities: Public Warrants $ 4,255 — — 4,255 Private Warrants — 2,266 — 2,266 Total financial liabilities $ 4,255 $ 2,266 $ — $ 6,521 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment, net consists of the following: September 30, December 31, Land and buildings $ 5,087 $ — Computer equipment 8,599 8,819 Leasehold improvements 6,530 6,310 Purchased software 4,320 542 Furniture and fixtures 2,715 2,125 Construction in progress 995 721 Total property and equipment 28,246 18,517 Less: accumulated depreciation (14,316) (13,228) Total property and equipment, net $ 13,930 $ 5,289 |
Property and Equipment, net by Region | Property and equipment, net by region consists of the following: September 30, December 31, United States $ 9,064 $ 1,672 EMEA (1) 3,431 2,813 All other countries 1,435 804 Total property and equipment, net $ 13,930 $ 5,289 (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) | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Schedule of Internal-Use Software | Internal-use software, net consists of the following: September 30, December 31, Internal-use software $ 139,430 $ 130,942 Less: accumulated amortization (104,012) (87,675) Total internal-use software, net $ 35,418 $ 43,267 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Licenses $ 19,000 $ (6,305) $ 12,695 $ 19,000 $ (1,245) $ 17,755 Acquired technology 2,403 (80) 2,323 — — — Trade names 1,240 (1,240) — 1,240 (1,240) — 22,643 (7,625) 15,018 20,240 (2,485) 17,755 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 23,643 $ (7,625) $ 16,018 $ 21,240 $ (2,485) $ 18,755 |
Schedule of Indefinite-Lived Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset other than goodwill: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Licenses $ 19,000 $ (6,305) $ 12,695 $ 19,000 $ (1,245) $ 17,755 Acquired technology 2,403 (80) 2,323 — — — Trade names 1,240 (1,240) — 1,240 (1,240) — 22,643 (7,625) 15,018 20,240 (2,485) 17,755 Nonamortizable intangible assets: Marketing Agreement with a related party 1,000 — 1,000 1,000 — 1,000 Total intangible assets $ 23,643 $ (7,625) $ 16,018 $ 21,240 $ (2,485) $ 18,755 |
Schedule of Estimated Annual Amortization Expense | As of September 30, 2022, the estimated annual amortization expense for the years ending December 31, 2022 through 2026 is as follows: Year Ending December 31, Projected Amortization Remaining 2022 $ 1,807 2023 7,126 2024 4,844 2025 481 2026 481 Total $ 14,739 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: September 30, December 31, Accrued payroll and vacation 6,590 5,696 Accrued user acquisition 3,389 1,700 Income taxes payable 1,076 1,201 Accrued royalties 1,470 — Other accruals 5,917 1,802 Minimum guarantee liability — 5,200 Total accrued liabilities $ 18,442 $ 15,599 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Type | The following table summarizes the Company’s revenue disaggregated by type, and by over time or point in time recognition: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Virtual currency (over time) (1) $ 65,607 $ 69,255 $ 195,377 $ 212,226 Advertising (point in time) 3,807 1,316 11,364 3,264 Other revenue 2,713 — 4,190 — Total net revenue $ 72,127 $ 70,571 $ 210,931 $ 215,490 (1) Virtual currency is recognized over the estimated consumption period. |
Disaggregation of Revenue by Geography | The following table summarizes the Company’s revenue disaggregated by geography: Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 63,501 $ 61,670 $ 185,646 $ 187,319 All other countries 8,626 8,901 25,285 28,171 Total net revenue $ 72,127 $ 70,571 $ 210,931 $ 215,490 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments | The Company’s future minimum rental commitments as of September 30, 2022, are as follows: Minimum Rental Remaining 2022 $ 954 2023 3,814 2024 3,603 2025 2,098 2026 and thereafter 2,723 Total $ 13,192 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income | The following tables shows a summary of changes in accumulated other comprehensive income: Currency Total Accumulated Balance as of December 31, 2021 $ 393 $ 393 Foreign currency translation (561) (561) Balance as of September 30, 2022 $ (168) $ (168) Currency Total Accumulated Balance as of December 31, 2020 $ 481 $ 481 Foreign currency translation (92) (92) Balance as of September 30, 2021 $ 389 $ 389 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense that the Company recorded in income (loss) from operations for the periods shown: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling and marketing $ 165 $ 22 $ 646 $ 54 General and administrative 1,767 117 6,319 1,587 Research and development 1,622 694 6,598 2,039 Stock-based compensation expense $ 3,554 $ 833 $ 13,563 $ 3,680 Capitalized stock-based compensation $ 430 $ 184 $ 1,966 $ 502 |
Summary of Stock Option Activity | The following is a summary of stock option activity for time-based options for the nine months ended September 30, 2022 (in thousands, except weighted-average exercise price and remaining term): No. of Weighted-Average Weighted-Average Aggregate Outstanding - December 31, 2021 14,749 $ 0.85 Granted — — Exercised (2,150) 0.56 Forfeited (233) 1.91 Expired (104) 1.99 Outstanding - September 30, 2022 12,262 0.87 5.9 $ 32,604 Unvested - September 30, 2022 1,776 0.87 6.9 4,929 Exercisable - September 30, 2022 10,486 $ 0.87 5.7 $ 27,675 |
Summary of Restricted Stock Units Activity | The following is a summary of RSU activity for the nine months ended September 30, 2022 (in thousands, except weighted-average grant date fair value): No. of Weighted-Average Grant Date Fair Value Total Fair Value of Shares Vested Outstanding - December 31, 2021 — $ — Granted 10,255 4.21 Vested (1,518) 4.32 $ 6,552 Forfeited (426) 4.11 Outstanding - September 30, 2022 8,311 $ 4.20 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Basic and Diluted Net Income (Loss) Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net income (loss) attributable to Class A and Class B common stockholders per share (in thousands except per share data): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Class A Class B Class A Class B Numerator Net income attributable to common stockholders – basic $ 3,175 $ 454 $ 9,796 $ 1,440 Potential dilutive effect of stock options 21 (21) (15) 15 Net income attributable to common stockholders – diluted $ 3,196 $ 433 $ 9,781 $ 1,455 Denominator Weighted average shares of common stock outstanding - basic 112,873 16,159 109,693 16,130 Potential dilutive effect of stock options 8,206 1,371 11,123 1,849 Potential dilutive effect of restricted stock units 8,311 — — — Weighted average shares of common stock outstanding - diluted 129,390 17,530 120,816 17,979 Net income attributable to common stockholders per share Basic $ 0.03 $ 0.03 $ 0.09 $ 0.09 Diluted $ 0.02 $ 0.02 $ 0.08 $ 0.08 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Numerator Net (loss) income attributable to common stockholders – basic $ (14,045) $ (2,035) $ 8,809 $ 1,310 Potential dilutive effect of stock options — — (207) 207 Net (loss) income attributable to common stockholders – diluted $ (14,045) $ (2,035) $ 8,602 $ 1,517 Denominator Weighted average shares of common stock outstanding - basic 111,389 16,140 90,750 16,130 Potential dilutive effect of stock options — — 11,686 1,950 Weighted average shares of common stock outstanding - diluted 111,389 16,140 102,436 18,080 Net (loss) income attributable to common stockholders per share Basic $ (0.13) $ (0.13) $ 0.10 $ 0.08 Diluted $ (0.13) $ (0.13) $ 0.08 $ 0.08 |
Schedule of Excluded Securities from Computation of Diluted Net Income (Loss) Per Share | The following equity awards outstanding have been excluded from the computation of diluted net income (loss) per share of common stock for the periods presented due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 133 51 12,262 — RSUs — — 8,311 — Public Warrants 5,382 7,175 5,382 7,175 Private Warrants 3,821 3,821 3,821 3,821 Earnout Shares 15,000 15,000 15,000 15,000 24,336 26,047 44,776 25,996 |
BACKGROUND AND BASIS OF PRESE_2
BACKGROUND AND BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2022 segment activity | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating segments | segment | 1 |
Number of business activity | activity | 1 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 07, 2022 USD ($) | Aug. 02, 2022 USD ($) | Jun. 21, 2021 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) vote | Sep. 30, 2022 USD ($) vote | Dec. 31, 2022 USD ($) | |
Schedule of Reverse Recapitalization [Line Items] | ||||||
Value per share (USD per share) | $ / shares | $ 10 | |||||
Aggregate purchase price | $ 868,380,000 | |||||
Equity issuance costs | 32,800,000 | |||||
Net proceeds from Acies Merger | $ 1,400,000 | |||||
Aggregate consideration | $ 1,041,000,000 | |||||
Recapitalization exchange ratio | 0.233 | 0.233 | ||||
WonderBlocks | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Acquisition paid | $ 2,000,000 | |||||
Minimum contingent payment | 0 | |||||
Maximum contingent payment | $ 3,000,000 | |||||
Brainium | Subsequent Event | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Acquisition paid | $ 70,000,000 | |||||
Minimum contingent payment | $ 0 | |||||
Maximum contingent payment | $ 27,300,000 | |||||
General and administrative | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Net proceeds from Acies Merger | $ 100,000 | $ 1,300,000 | ||||
MGM | MGM | Marketing Agreement | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Payment to terminate profit share provision | $ 20,000,000 | |||||
Acies | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Issued shares (shares) | shares | 25 | |||||
Value per share (USD per share) | $ / shares | $ 10 | |||||
Aggregate purchase price | $ 250,000,000 | |||||
Acies | Redeemable warrant | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Recapitalization exchange ratio | 0.33333 | |||||
Class A common stock | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Votes per share | vote | 1 | 1 | 1 | |||
Class B common stock | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Votes per share | vote | 20 | 20 | 20 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule Aggregate Consideration (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | ||
Jun. 21, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Cash consideration | $ 102,020 | ||
Shares transferred at closing | 86,838 | ||
Value per share (USD per share) | $ 10 | ||
Share consideration | $ 868,380 | ||
Total consideration | $ 970,400 | $ 0 | $ 185,311 |
Shares of common stock underlying vested options (shares) | 7,060 | ||
Capital contributions through stock financing | $ 70,600 | ||
Aggregate consideration | $ 1,041,000 |
BUSINESS COMBINATIONS - Reconci
BUSINESS COMBINATIONS - Reconciliation to Condensed Consolidated Statements of Cash Flows (Details) $ in Thousands | Jun. 21, 2021 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash - Acies Trust and cash (net of redemptions) | $ 101,965 |
Cash - PIPE | 230,000 |
Less: Cash consideration | (102,020) |
Less: Transaction costs | (44,775) |
Net Acies Merger and PIPE Financing | $ 185,170 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 02, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Asset Acquisition [Line Items] | |||
Goodwill | $ 6,235 | $ 5,059 | |
WonderBlocks | |||
Asset Acquisition [Line Items] | |||
Cash consideration | $ 945 | ||
Note receivable plus accrued interest conversion | 1,055 | ||
Contingent consideration | 1,564 | ||
Total consideration transferred | 3,564 | ||
Developed technology | 2,403 | ||
Other liabilities | (15) | ||
Total identifiable net assets | 2,388 | ||
Goodwill | $ 1,176 |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Summary of Balance Sheet Assets and Liabilities from Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Intangibles, net | $ 16,018 | $ 18,755 |
MGM | Marketing Agreement | ||
Related Party Transaction [Line Items] | ||
Intangibles, net | $ 1,000 | $ 1,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 21, 2021 | Oct. 30, 2020 | Jul. 31, 2012 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Revenues recognized from related parties | $ 0 | $ 0 | $ 0 | $ 0 | ||||
MGM | PLAYSTUDIOS Impact Fund payment | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment to terminate profit share provision | $ 2,500,000 | |||||||
MGM | MGM | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (shares) | 16.6 | 16.6 | 16.6 | |||||
MGM | MGM | Marketing Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment to terminate profit share provision | $ 20,000,000 | |||||||
Initial term | 1 year | |||||||
Renewal term | 2 years | |||||||
Automatic nonperformance renewal term | 1 year | |||||||
Automatic nonperformance, non-exclusive renewal term | 1 year | |||||||
Shares issued (shares) | 19.2 | |||||||
Percent of common stock issued | 10% | |||||||
MGM | MGM | MGM Amendment | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related parties liabilities | $ 20,000,000 | |||||||
Payment term | 2 years | |||||||
Reinvestment | $ 20,000,000 | |||||||
Agreed private placement | $ 50,000,000 | |||||||
Equity contribution in settlement of liability | $ 20,000,000 |
RECEIVABLES - Schedule Receivab
RECEIVABLES - Schedule Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 18,825 | $ 20,540 |
Other receivables | 389 | 153 |
Total receivables | $ 19,214 | $ 20,693 |
RECEIVABLES - Narrative (Detail
RECEIVABLES - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Contingent Payments | Maximum | ||
Concentration Risk [Line Items] | ||
Maximum amount of loss | 8,100,000 | |
Licenses | Contingent Payments | ||
Concentration Risk [Line Items] | ||
Contingent consideration advance payment | 8,000,000 | 8,000,000 |
Contingent consideration asset | $ 8,000,000 | $ 8,000,000 |
Customer concentration | Total receivables | Apple, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 46.20% | 43% |
Customer concentration | Total receivables | Google, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 32% | 34.60% |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial Assets not Measured at Fair Value on a Recurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 8,294 | $ 11,399 |
Carrying Value | Level 3 | Receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | 102 | 8 |
Carrying Value | Level 3 | Other long-term assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | 192 | 3,391 |
Prepaid expenses - non-current | 8,000 | 8,000 |
Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 8,294 | 11,399 |
Estimated Fair Value | Level 3 | Receivables | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | 102 | 8 |
Estimated Fair Value | Level 3 | Other long-term assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable | 192 | 3,391 |
Prepaid expenses - non-current | $ 8,000 | $ 8,000 |
FAIR VALUE MEASUREMENT - Liabil
FAIR VALUE MEASUREMENT - Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 3,590 | $ 6,521 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 3,590 | 6,521 |
Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 2,099 | 4,255 |
Recurring | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1,491 | 2,266 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 2,099 | 4,255 |
Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 2,099 | 4,255 |
Recurring | Level 1 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 1,491 | 2,266 |
Recurring | Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | 0 |
Recurring | Level 2 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1,491 | 2,266 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Recurring | Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | 0 |
Recurring | Level 3 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property, and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 28,246 | $ 18,517 |
Less: accumulated depreciation | (14,316) | (13,228) |
Total property and equipment, net | 13,930 | 5,289 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,087 | 0 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,599 | 8,819 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 6,530 | 6,310 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,320 | 542 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,715 | 2,125 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 995 | $ 721 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 1,200,000 | $ 700,000 | $ 3,100,000 | $ 2,100,000 | |
Impairment charges or write-offs | $ 0 | $ 0 | 0 | 0 | |
Property, Plant and Equipment [Line Items] | |||||
Purchase of property and equipment | $ 10,852,000 | $ 1,241,000 | |||
10150 Covington Cross Drive, Las Vegas, Nevada 89144 | |||||
Property, Plant and Equipment [Line Items] | |||||
Purchase of property and equipment | $ 5,000,000 |
PROPERTY AND EQUIPMENT, NET -_2
PROPERTY AND EQUIPMENT, NET - Property and Equipment, net by Region (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | $ 13,930 | $ 5,289 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | 9,064 | 1,672 |
EMEA | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | 3,431 | 2,813 |
All other countries | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | $ 1,435 | $ 804 |
INTERNAL-USE SOFTWARE, NET - In
INTERNAL-USE SOFTWARE, NET - Internal-use Software, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | ||
Internal-use software | $ 139,430 | $ 130,942 |
Less: accumulated amortization | (104,012) | (87,675) |
Total internal-use software, net | $ 35,418 | $ 43,267 |
INTERNAL-USE SOFTWARE, NET - Na
INTERNAL-USE SOFTWARE, NET - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development [Abstract] | ||||
Capitalized internal-use software development costs | $ 5,600,000 | $ 6,800,000 | $ 17,600,000 | $ 21,800,000 |
Amortization expense | 5,600,000 | 6,500,000 | 17,100,000 | 17,700,000 |
Asset impairments | $ 0 | $ 0 | $ 8,353,000 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Goodwill | $ 6,235,000 | $ 6,235,000 | $ 5,059,000 | ||||
Amortizable intangible assets: | |||||||
Amortization | 1,800,000 | $ 100,000 | 5,100,000 | $ 300,000 | |||
Impairment charges | 0 | $ 0 | 0 | $ 0 | |||
WonderBlocks | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Goodwill | $ 1,176,000 | ||||||
Amortizable intangible assets: | |||||||
Goodwill acquired | $ 1,200,000 | 1,200,000 | |||||
Licenses | |||||||
Amortizable intangible assets: | |||||||
Payment on conditions | $ 13,000,000 | 13,000,000 | |||||
Licenses | Contingent Payments | |||||||
Amortizable intangible assets: | |||||||
Additional payment (up to) | $ 34,000,000 | 34,000,000 | |||||
Contingent consideration advance payment | $ 8,000,000 | $ 8,000,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortizable intangible assets: | ||
Gross Carrying Amount | $ 22,643 | $ 20,240 |
Accumulated Amortization | (7,625) | (2,485) |
Net Carrying Amount | 15,018 | 17,755 |
Total intangible assets | ||
Gross Carrying Amount | 23,643 | 21,240 |
Accumulated Amortization | (7,625) | (2,485) |
Net Carrying Amount | 16,018 | 18,755 |
Marketing Agreement with a related party | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortizable intangible assets: | 1,000 | 1,000 |
Licenses | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 19,000 | 19,000 |
Accumulated Amortization | (6,305) | (1,245) |
Net Carrying Amount | 12,695 | 17,755 |
Total intangible assets | ||
Accumulated Amortization | (6,305) | (1,245) |
Acquired technology | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 2,403 | 0 |
Accumulated Amortization | (80) | 0 |
Net Carrying Amount | 2,323 | 0 |
Total intangible assets | ||
Accumulated Amortization | (80) | 0 |
Trade names | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 1,240 | 1,240 |
Accumulated Amortization | (1,240) | (1,240) |
Net Carrying Amount | 0 | 0 |
Total intangible assets | ||
Accumulated Amortization | $ (1,240) | $ (1,240) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Annual Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2022 | $ 1,807 |
2023 | 7,126 |
2024 | 4,844 |
2025 | 481 |
2026 | 481 |
Net Carrying Amount | $ 14,739 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Millions | May 13, 2022 | Jun. 21, 2021 | Sep. 30, 2022 | Apr. 01, 2022 | Oct. 27, 2021 |
Class of Warrant or Right [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.0001 | ||||
Offer to Purchase | |||||
Class of Warrant or Right [Line Items] | |||||
Payment for each warrant tendered by holders | $ 1.8 | ||||
Payment of warrant tendered fees, expenses and other related amounts incurred | $ 1.1 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (shares) | 7,200,000 | 5,400,000 | |||
Warrant to share conversion (shares) | 1 | ||||
Redemption price (USD per share) | $ 11.50 | ||||
Warrants expiration term | 5 years | ||||
Redemption price (USD per share) | $ 0.01 | ||||
Minimum days notice to redeem | 30 days | ||||
Threshold stock price for warrant redemption (USD per share) | $ 18 | ||||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Days before redemption notice | 3 days | ||||
Warrant tendered, outstanding (shares) | 1,792,463 | ||||
Percentage of outstanding warrant valid for tender | 25% | ||||
Public Warrants | Offer to Purchase | |||||
Class of Warrant or Right [Line Items] | |||||
Redemption price (USD per share) | 1 | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (shares) | 3,800,000 | 3,800,000 | |||
Private Warrants | Offer to Purchase | |||||
Class of Warrant or Right [Line Items] | |||||
Redemption price (USD per share) | $ 1 |
ACCRUED LIABILITIES - Schedule
ACCRUED LIABILITIES - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and vacation | $ 6,590 | $ 5,696 |
Accrued user acquisition | 3,389 | 1,700 |
Income taxes payable | 1,076 | 1,201 |
Accrued royalties | 1,470 | 0 |
Other accruals | 5,917 | 1,802 |
Minimum guarantee liability | 0 | 5,200 |
Accrued liabilities | $ 18,442 | $ 15,599 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Net revenues | $ 72,127,000 | $ 70,571,000 | $ 210,931,000 | $ 215,490,000 | |
Contract assets | 0 | 0 | $ 0 | ||
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 63,501,000 | 61,670,000 | 185,646,000 | 187,319,000 | |
All other countries | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 8,626,000 | 8,901,000 | 25,285,000 | 28,171,000 | |
Virtual currency (over time) | Over time | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 65,607,000 | 69,255,000 | 195,377,000 | 212,226,000 | |
Advertising (point in time) | Point in time | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | 3,807,000 | 1,316,000 | 11,364,000 | 3,264,000 | |
Other revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | $ 2,713,000 | $ 0 | $ 4,190,000 | $ 0 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Aug. 09, 2022 USD ($) shares | Jun. 24, 2021 USD ($) | Sep. 30, 2022 USD ($) | Aug. 08, 2022 USD ($) | May 13, 2022 USD ($) |
Line of Credit | Warrants, Amendment No. 2 | |||||
Line of Credit Facility [Line Items] | |||||
Warrants repurchased or redeemed (warrants) | shares | 10,996,631 | ||||
Revolver | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings used to redeem outstanding warrants | $ 0 | ||||
Debt issuance costs capitalized | $ 700,000 | ||||
Revolver | Line of Credit | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Expiration period | 5 years | ||||
Maximum borrowing amount | 81,000,000 | $ 75,000,000 | $ 75,000,000 | $ 15,000,000 | |
Maximum net leverage ratio | 3.50 | ||||
Maximum net leverage ratio for material acquisitions | 4 | ||||
Minimum fixed charge coverage ratio | 1.25 | ||||
Drew down amount | 1,792,463 | ||||
Revolver | Line of Credit | Credit Agreement | 10150 Covington Cross Drive, Las Vegas, Nevada 89144 | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing amount | 6,000,000 | ||||
Revolver | Line of Credit | Credit Agreement | Eurodollar | |||||
Line of Credit Facility [Line Items] | |||||
Applicable margin | 2.50% | ||||
Applicable floor margin | 0% | ||||
Revolver | Line of Credit | Credit Agreement | Alternate Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Applicable margin | 1.50% | ||||
Applicable floor margin | 1% | ||||
Revolver | Line of Credit | Warrants, Amendment No. 2 | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing amount | $ 20,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 1,763 | $ 329 | $ 6,186 | $ 4,819 |
Effective tax rate | (94.50%) | (3.00%) | 27.80% | (90.90%) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) ₪ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 07, 2022 USD ($) lease | Nov. 22, 2021 USD ($) | May 31, 2021 ILS (₪) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Aug. 02, 2022 USD ($) | Feb. 25, 2022 | Aug. 12, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||||||||
Contractual obligation | $ 0 | $ 0 | $ 5,200,000 | |||||||||
Rental expense | 1,100,000 | $ 1,200,000 | 3,200,000 | $ 3,800,000 | ||||||||
TeamSava and other related parties | Pending litigation | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Damages sought (NIS) | ₪ | ₪ 27.3 | |||||||||||
Shareholder Class Action | Pending litigation | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Share price decrease percentage | 5% | 13% | ||||||||||
WonderBlocks | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Minimum contingent payment | $ 0 | |||||||||||
Maximum contingent payment | $ 3,000,000 | |||||||||||
Fair value of contingent consideration | $ 1,600,000 | 1,600,000 | ||||||||||
Brainium | Subsequent Event | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Number of leases | lease | 2 | |||||||||||
Remaining lease payments | $ 5,200,000 | |||||||||||
Minimum contingent payment | $ 0 | |||||||||||
Maximum contingent payment | $ 27,300,000 | |||||||||||
Licenses | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Payment on conditions | $ 13,000,000 | 13,000,000 | ||||||||||
Licenses | Contingent Payments | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Additional contingent payment | $ 34,000,000 | 34,000,000 | ||||||||||
Contingent consideration advance payment | $ 8,000,000 | $ 8,000,000 | ||||||||||
Minimum | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Lease renewal option periods | 2 years | 2 years | ||||||||||
Maximum | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Lease renewal option periods | 5 years | 5 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Rental Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
Remaining 2022 | $ 954 |
2023 | 3,814 |
2024 | 3,603 |
2025 | 2,098 |
2026 and thereafter | 2,723 |
Total | $ 13,192 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ in Millions | 9 Months Ended | ||||
Nov. 10, 2022 | Nov. 10, 2021 USD ($) | Jun. 21, 2021 vote | Sep. 30, 2022 vote shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.233 | 0.233 | |||
Share conversion factor | 1 | ||||
Ownership conversion trigger percent | 20% | ||||
Founder's death anniversary trigger | 9 months | ||||
Stock repurchase program (up to) | $ | $ 50 | ||||
Stock repurchase program period | 12 months | ||||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program period | 12 months | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (shares) | 2,000,000,000 | 2,000,000,000 | |||
Common stock, shares issued (shares) | 113,407,000 | 110,066,000 | |||
Common stock, shares outstanding (shares) | 113,407,000 | 110,066,000 | |||
Votes per share | vote | 1 | 1 | |||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (shares) | 25,000,000 | 25,000,000 | |||
Common stock, shares issued (shares) | 16,457,000 | 16,130,000 | |||
Common stock, shares outstanding (shares) | 16,457,000 | 16,130,000 | |||
Votes per share | vote | 20 | 20 |
STOCKHOLDERS_ EQUITY - Summary
STOCKHOLDERS’ EQUITY - Summary of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 295,590 | $ 286,023 | $ 303,467 | $ 96,079 |
Foreign currency translation | (159) | (5) | (561) | (92) |
Ending balance | 303,503 | 298,390 | 303,503 | 298,390 |
Total Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (9) | 394 | 393 | 481 |
Foreign currency translation | (159) | (5) | (561) | (92) |
Ending balance | (168) | 389 | (168) | 389 |
Currency Translation Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 393 | 481 | ||
Foreign currency translation | (561) | (92) | ||
Ending balance | $ (168) | $ 389 | $ (168) | $ 389 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 21, 2021 | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) equity_incentive_plan shares | Sep. 30, 2021 USD ($) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Number of plans | equity_incentive_plan | 2 | ||||
Recapitalization exchange ratio | 0.233 | 0.233 | |||
Stock options | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total unrecognized compensation expense, option | $ 3.1 | $ 3.1 | |||
Remaining average period cost expected to be recognized over | 6 months | ||||
The total intrinsic value of stock options exercised | 4.8 | $ 16.1 | $ 8.1 | $ 21.9 | |
RSUs | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total unrecognized compensation expense, option | $ 28.5 | $ 28.5 | |||
Remaining average period cost expected to be recognized over | 2 years 4 months 24 days | ||||
RSUs | Minimum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 3 years | ||||
RSUs | Maximum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 4 years | ||||
2021 Plan | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum annual increase | 5% | ||||
Stock reserved for issuance (shares) | shares | 14.1 | 14.1 | |||
2021 Plan | Stock options | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum term | 10 years | ||||
2021 Plan | Stock options | Minimum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 3 years | ||||
2021 Plan | Stock options | Maximum | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 4 years | ||||
Common Stock | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Recapitalization exchange ratio | 0.233 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 3,554 | $ 833 | $ 13,563 | $ 3,680 |
Capitalized stock-based compensation | 430 | 184 | 1,966 | 502 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 165 | 22 | 646 | 54 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,767 | 117 | 6,319 | 1,587 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,622 | $ 694 | $ 6,598 | $ 2,039 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 | |
No. of Options | |
Beginning balance outstanding (shares) | 14,749 |
Granted (shares) | 0 |
Exercised (shares) | (2,150) |
Forfeited (shares) | (233) |
Expired (shares) | (104) |
Ending balance outstanding (shares) | 12,262 |
No. of Options, Unvested (shares) | 1,776 |
No. of Options, Exercisable (shares) | 10,486 |
Weighted-Average Exercise Price | |
Beginning balance outstanding (USD per share) | $ 0.85 |
Granted (USD per share) | 0 |
Exercised (USD per share) | 0.56 |
Forfeited (USD per share) | 1.91 |
Expired (USD per share) | 1.99 |
Ending balance outstanding (USD per share) | 0.87 |
Weighted-Average Exercise Price, Unvested (USD per share) | 0.87 |
Weighted-Average Exercise Price, Exercisable (USD per share) | $ 0.87 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Outstanding - Weighted-Average Remaining Term (in Years) | 5 years 10 months 24 days |
Unvested - Weighted-Average Remaining Term (in Years) | 6 years 10 months 24 days |
Exercisable - Weighted-Average Remaining Term (in Years) | 5 years 8 months 12 days |
Outstanding - Aggregate Intrinsic Value | $ 32,604 |
Unvested - Aggregate Intrinsic Value | 4,929 |
Exercisable - Aggregate Intrinsic Value | $ 27,675 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Restricted Stock Units Activity (Details) - RSUs $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
No. of RSUs | |
Beginning balance outstanding (shares) | shares | 0 |
Granted (shares) | shares | 10,255 |
Vested (shares) | shares | (1,518) |
Forfeiture (shares) | shares | (426) |
Ending balance outstanding (shares) | shares | 8,311 |
Weighted-Average Grant Date Fair Value | |
Beginning balance outstanding (in us dollar per shares) | $ / shares | $ 0 |
Granted (shares) | $ / shares | 4.21 |
Vested (in us dollar per share) | $ / shares | 4.32 |
Forfeiture (in us dollar per shares) | $ / shares | 4.11 |
Ending balance outstanding (in us dollar per shares) | $ / shares | $ 4.20 |
Total Fair Value of Shares Vested | $ | $ 6,552 |
NET INCOME (LOSS) PER SHARE - N
NET INCOME (LOSS) PER SHARE - Narrative (Details) | 9 Months Ended | |
Jun. 21, 2021 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Recapitalization exchange ratio | 0.233 | 0.233 |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule Basic and Diluted Net Income (Loss) Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net (loss) income attributable to common stockholders – basic | $ 3,629 | $ 11,236 | $ (16,080) | $ 10,119 |
Denominator | ||||
Weighted average shares of common stock outstanding - basic (shares) | 129,032 | 125,823 | 127,529 | 106,880 |
Weighted average shares of common stock outstanding - diluted (shares) | 146,920 | 138,795 | 127,529 | 120,516 |
Net income attributable to common stockholders per share | ||||
Basic (USD per share) | $ 0.03 | $ 0.09 | $ (0.13) | $ 0.09 |
Diluted (USD per share) | $ 0.02 | $ 0.08 | $ (0.13) | $ 0.08 |
Class A | ||||
Numerator | ||||
Net (loss) income attributable to common stockholders – basic | $ 3,175 | $ 9,796 | $ (14,045) | $ 8,809 |
Net (loss) income attributable to common stockholders – diluted | $ 3,196 | $ 9,781 | $ (14,045) | $ 8,602 |
Denominator | ||||
Weighted average shares of common stock outstanding - basic (shares) | 112,873 | 109,693 | 111,389 | 90,750 |
Weighted average shares of common stock outstanding - diluted (shares) | 129,390 | 120,816 | 111,389 | 102,436 |
Net income attributable to common stockholders per share | ||||
Basic (USD per share) | $ 0.03 | $ 0.09 | $ (0.13) | $ 0.10 |
Diluted (USD per share) | $ 0.02 | $ 0.08 | $ (0.13) | $ 0.08 |
Class A | Stock options | ||||
Numerator | ||||
Potential dilutive effect of stock | $ 21 | $ (15) | $ 0 | $ (207) |
Denominator | ||||
Potential dilutive effect of stock (shares) | 8,206 | 11,123 | 0 | 11,686 |
Class A | Restricted Stock | ||||
Denominator | ||||
Potential dilutive effect of stock (shares) | 8,311 | 0 | ||
Class B | ||||
Numerator | ||||
Net (loss) income attributable to common stockholders – basic | $ 454 | $ 1,440 | $ (2,035) | $ 1,310 |
Net (loss) income attributable to common stockholders – diluted | $ 433 | $ 1,455 | $ (2,035) | $ 1,517 |
Denominator | ||||
Weighted average shares of common stock outstanding - basic (shares) | 16,159 | 16,130 | 16,140 | 16,130 |
Weighted average shares of common stock outstanding - diluted (shares) | 17,530 | 17,979 | 16,140 | 18,080 |
Net income attributable to common stockholders per share | ||||
Basic (USD per share) | $ 0.03 | $ 0.09 | $ (0.13) | $ 0.08 |
Diluted (USD per share) | $ 0.02 | $ 0.08 | $ (0.13) | $ 0.08 |
Class B | Stock options | ||||
Numerator | ||||
Potential dilutive effect of stock | $ (21) | $ 15 | $ 0 | $ 207 |
Denominator | ||||
Potential dilutive effect of stock (shares) | 1,371 | 1,849 | 0 | 1,950 |
Class B | Restricted Stock | ||||
Denominator | ||||
Potential dilutive effect of stock (shares) | 0 | 0 |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Schedule of Excluded Securities from Computation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 24,336 | 26,047 | 44,776 | 25,996 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 133 | 51 | 12,262 | 0 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 0 | 0 | 8,311 | 0 |
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 5,382 | 7,175 | 5,382 | 7,175 |
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 3,821 | 3,821 | 3,821 | 3,821 |
Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 15,000 | 15,000 | 15,000 | 15,000 |