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EX-32.2 - EXHIBIT 32.2 - SCIENTIFIC GAMES CORPa6302018ex322.htm
EX-32.1 - EXHIBIT 32.1 - SCIENTIFIC GAMES CORPa6302018ex321.htm
EX-31.2 - EXHIBIT 31.2 - SCIENTIFIC GAMES CORPa6302018ex312.htm
EX-31.1 - EXHIBIT 31.1 - SCIENTIFIC GAMES CORPa6302018ex311.htm
EX-10.6 - EXHIBIT 10.6 - SCIENTIFIC GAMES CORPa106gavinisaacsamendmentto.htm
EX-10.5 - EXHIBIT 10.5 - SCIENTIFIC GAMES CORPa105ksheehanagreementandge.htm
EX-10.4 - EXHIBIT 10.4 - SCIENTIFIC GAMES CORPa104employmentagreementmoo.htm
EX-10.3 - EXHIBIT 10.3 - SCIENTIFIC GAMES CORPa103albregtsemploymentagre.htm
EX-10.2 - EXHIBIT 10.2 - SCIENTIFIC GAMES CORPa102cottlebarryempagmtexec.htm
EX-10.1 - EXHIBIT 10.1 - SCIENTIFIC GAMES CORPcontractamendmentpottsfina.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018
 
OR 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from          to        
 
Commission file number: 0-13063 
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
 
81-0422894
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
 
6601 Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices)
(Zip Code)
 
(702) 897-7150
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
 
Accelerated filer ¨
 
 
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
(Do not check if a smaller company)
 
 
 
 
 
Emerging growth company  ¨
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The registrant has the following number of shares outstanding of each of the registrant's classes of common stock as of July 31, 2018:
Common Stock: 91,425,167





SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL INFORMATION
AND OTHER INFORMATION
THREE AND SIX MONTHS ENDED JUNE 30, 2018
 
 
 
Page
 
 
 
 
Item 1.
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Notes to Condensed Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits



2




Glossary of Terms
 
The following terms or acronyms used in this Quarterly Report on Form 10-Q are defined below:
Term or Acronym
Definition
2017 10-K
2017 Annual Report on Form 10-K filed with the SEC on March 1, 2018
2018 Notes
8.125% senior subordinated notes due 2018 issued by SGC
2020 Notes
6.250% senior subordinated notes due 2020 issued by SGI
2021 Notes
6.625% senior subordinated notes due 2021 issued by SGI
2022 Secured Notes
7.000% senior secured notes due 2022 issued by SGI
2025 Secured Notes
5.000% senior secured notes due 2025 issued by SGI
2026 Secured Euro Notes
3.375% senior secured notes due 2026 issued by SGI
2026 Unsecured Euro Notes
5.500% senior unsecured notes due 2026 issued by SGI
AEBITDA
Attributable EBITDA, our performance measure of profit or loss for our business segments (see Note 3)
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
B2C
business to consumer model
CSP
Cooperative Services Program
D&A
depreciation, amortization and impairments (excluding goodwill)
FASB
Financial Accounting Standards Board
Guarantor Subsidiaries
substantially all of SGC’s 100%-owned U.S. subsidiaries other than SGC’s 100%-owned U.S. Social gaming subsidiaries
LNS
Lotterie Nazionali S.r.l.
Non-Guarantor Subsidiaries
SGC’s U.S. subsidiaries that are not Guarantor Subsidiaries and SGC’s foreign subsidiaries
Note
a note in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, unless otherwise indicated
NYX
NYX Gaming Group Limited
NYX acquisition
the acquisition of 100% of the ordinary shares of NYX by SGC on January 5, 2018
Participation
with respect to our Gaming business, refers to gaming machines provided to customers through service or leasing arrangements in which we earn revenues and are paid based on: (1) a percentage of the amount wagered less payouts; (2) fixed daily-fees; (3) a percentage of the amount wagered; or (4) a combination of (2) and (3), and with respect to our Lottery business, refers to a contract or arrangement in which we earn revenues and are paid based on a percentage of retail sales
POS
percentage of retail sales
PPU
price-per-unit
PTG
proprietary table games
R&D
research and development
RFP
request for proposal
RMG
real-money gaming
RSU
restricted stock unit
SEC
Securities and Exchange Commission
Secured Notes
refers to the 2022 Secured Notes, 2025 Secured Notes, and 2026 Secured Euro Notes, collectively
SG&A
selling, general and administrative
SGC
Scientific Games Corporation
SGI
Scientific Games International, Inc., a wholly-owned subsidiary of SGC
Shufflers
various models of automatic card shufflers, deck checkers and roulette chip sorters
Subordinated Notes
refers to the 2020 Notes and 2021 Notes, collectively
Unsecured Notes
10.000% senior unsecured notes due 2022 issued by SGI
U.S. GAAP
accounting principles generally accepted in the U.S.
U.S. jurisdictions
the 50 states in the U.S. plus the District of Columbia and Puerto Rico
VGT
video gaming terminal
VLT
video lottery terminal
WAP
wide-area progressive
Intellectual Property Rights 
All ® notices signify marks registered in the United States. © 2018 Scientific Games Corporation.  All Rights Reserved.


3




FORWARD-LOOKING STATEMENTS
Throughout this Quarterly Report on Form 10-Q, we make "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "plan," "continue," "believe," "expect," "anticipate," "target," "should," "could," "potential," "opportunity," "goal" or similar terminology. The forward-looking statements contained in this Quarterly Report on Form 10-Q are generally located in the material set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" but may be found in other locations as well. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things:
competition;
U.S. and international economic and industry conditions;
slow growth of new gaming jurisdictions, slow addition of casinos in existing jurisdictions and declines in the replacement cycle of gaming machines;
ownership changes and consolidation in the gaming industry;
opposition to legalized gaming or the expansion thereof;
inability to adapt to, and offer products that keep pace with, evolving technology, including any failure of our investment of significant resources in our R&D efforts;

inability to develop successful products and services and capitalize on trends and changes in our industries, including the expansion of internet and other forms of interactive gaming;
laws and government regulations, including those relating to gaming, data privacy, and environmental laws;
legislative interpretation and enforcement, regulatory perception and regulatory risks with respect to gaming and sports wagering;
reliance on technological blocking systems;
expectations of shift to regulated online gaming or sports wagering;
dependence upon key providers in our Social gaming business;
inability to win, retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts;
protection of our intellectual property, inability to license third-party intellectual property and the intellectual property rights of others;
security and integrity of our products and systems;
reliance on or failures in information technology and other systems;
security breaches and cyber-attacks, challenges or disruptions relating to the implementation of a new global enterprise resource planning system;
failure to maintain adequate internal control over financial reporting;
natural events that disrupt our operations or those of our customers, suppliers or regulators;
inability to benefit from, and risks associated with, strategic equity investments and relationships;


4




failure to achieve the intended benefits of our acquisitions, including the NYX acquisition;
the ability to successfully integrate our acquisitions, including the NYX acquisition;
incurrence of restructuring costs;
implementation of complex new accounting standards;
changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets;
fluctuations in our results due to seasonality and other factors;
dependence on suppliers and manufacturers;
risks relating to foreign operations, including anti-corruption laws, fluctuations in F/X rates, restrictions on the payment of dividends from earnings, restrictions on the import of products and financial instability, including the potential impact to our business resulting from the affirmative vote in the U.K. to withdraw from the EU, and the potential impact to our instant lottery game concession or VLT lease arrangements resulting from the economic and political conditions in Greece;
possibility that the renewal of LNS’ concession to operate the Italian instant games lottery is not finalized (including as the result of a protest);
changes in tax laws or tax rulings (including the recent comprehensive U.S. tax reform), or the examination of our tax positions;
difficulty predicting what impact, if any, new tariffs imposed by and other trade actions taken by the U.S. and foreign jurisdictions could have on our business;
dependence on key employees;
litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees (including labor disputes), intellectual property, environmental laws and our strategic relationships;
level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs;
inability to reduce or refinance our indebtedness;
restrictions and covenants in debt agreements, including those that could result in acceleration of the maturity of our indebtedness;
influence of certain stockholders, including decisions that may conflict with the interests of other stockholders; and
stock price volatility.
Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC, including under Part I, Item 1A "Risk Factors" in our 2017 10-K. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
You should also note that this Quarterly Report on Form 10-Q may contain references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us and we do not make any representation as to the accuracy of that information. In general, we believe there is less publicly available information concerning the international gaming, lottery, social and digital gaming industries than the same industries in the U.S.


5


PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements
SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited, in millions, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
Services
$
438.1

 
$
385.8

 
$
875.6

 
$
748.3

Product sales
256.5

 
231.1

 
480.6

 
453.8

Instant products
150.1

 
149.4

 
300.3

 
289.6

Total revenue
844.7

 
766.3

 
1,656.5

 
1,491.7

Operating expenses:
 
 
 
 
 
 
 
Cost of services (1)
124.2

 
98.9

 
246.1

 
202.2

Cost of product sales (1)
120.4

 
108.7

 
225.5

 
215.3

Cost of instant products (1)
71.3

 
71.3

 
141.0

 
141.4

Selling, general and administrative
173.9

 
145.9

 
345.5

 
286.6

Research and development
49.2

 
48.1

 
103.0

 
90.5

Depreciation, amortization and impairments
172.7

 
175.0

 
360.8

 
340.1

Restructuring and other
33.5

 
1.1

 
85.7

 
10.3

Operating income
99.5

 
117.3

 
148.9

 
205.3

Other (expense) income:
 
 
 
 
 
 
 
Interest expense
(146.1
)
 
(151.2
)
 
(300.9
)

(310.6
)
Earnings from equity investments
4.6

 
3.1

 
11.9

 
12.6

Loss on debt financing transactions

 

 
(93.2
)

(29.7
)
Gain on remeasurement of debt
34.5

 

 
33.4

 

Other income (expense), net
1.7

 
(1.9
)
 
(1.5
)

5.6

     Total other expense, net
(105.3
)
 
(150.0
)
 
(350.3
)
 
(322.1
)
           Net loss before income taxes
(5.8
)
 
(32.7
)
 
(201.4
)
 
(116.8
)
Income tax expense


(6.4
)
 
(6.2
)

(23.1
)
Net loss
$
(5.8
)
 
$
(39.1
)
 
$
(207.6
)
 
$
(139.9
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation (loss) gain
(88.2
)
 
32.1

 
(37.3
)
 
65.7

Pension and post-retirement gain (loss), net of tax
1.0

 
(0.4
)
 
0.3

 
(0.7
)
Derivative financial instruments unrealized gain, net of tax
3.8

 

 
5.7

 
2.8

Other comprehensive (loss) income
(83.4
)
 
31.7

 
(31.3
)
 
67.8

Comprehensive loss
$
(89.2
)
 
$
(7.4
)

$
(238.9
)

$
(72.1
)
 
 
 
 
 
 
 
 
Basic and diluted net loss per share:
 
 
 

 
 

 
 

Basic
$
(0.06
)
 
$
(0.44
)
 
$
(2.29
)
 
$
(1.58
)
Diluted
$
(0.06
)
 
$
(0.44
)
 
$
(2.29
)
 
$
(1.58
)
 
 
 
 
 
 
 
 
Weighted average number of shares used in per share calculations:
 
 
 

 
 

 
 

Basic shares
91.0

 
89.1

 
90.6

 
88.6

Diluted shares
91.0

 
89.1

 
90.6

 
88.6

(1) Exclusive of D&A.
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.


6



SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except par value)
 
June 30, 2018
 
December 31, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
118.6

 
$
788.8

Restricted cash
33.3

 
29.0

Accounts receivable, net
562.3

 
540.9

Notes receivable, net
123.5

 
143.5

Inventories
231.9

 
243.1

Prepaid expenses, deposits and other current assets
248.8

 
131.1

Total current assets
1,318.4

 
1,876.4

Non-current assets:
 
 
 
   Restricted cash
15.5

 
16.3

   Notes receivable, net
48.0

 
52.8

   Property and equipment, net
520.2

 
568.2

   Goodwill
3,312.8

 
2,956.1

   Intangible assets, net
1,797.4

 
1,604.6

   Software, net
315.8

 
339.4

   Equity investments
209.2

 
253.9

   Other assets
75.6

 
57.6

Total assets
$
7,612.9

 
$
7,725.3

 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
48.7

 
$
40.3

Accounts payable
184.0

 
190.4

Accrued liabilities
454.8

 
509.1

Total current liabilities
687.5

 
739.8

Deferred income taxes
137.5

 
73.1

Other long-term liabilities
211.1

 
203.1

Long-term debt, excluding current portion
8,845.2

 
8,736.3

Total liabilities
9,881.3

 
9,752.3

Commitments and contingencies (see Note 15)


 


Stockholders' deficit:
 
 
 
Common stock, par value $0.001 per share(1): 199.3 shares authorized; 108.6 and 107.1 shares issued and 91.4 and 89.9 shares outstanding, respectively
1.1

 
1.1

Additional paid-in capital
816.2

 
807.8

Accumulated loss
(2,679.5
)
 
(2,461.0
)
Treasury stock, at cost, 17.2 shares
(175.2
)
 
(175.2
)
Accumulated other comprehensive loss
(231.0
)
 
(199.7
)
Total stockholders' deficit
(2,268.4
)
 
(2,027.0
)
Total liabilities and stockholders' deficit
$
7,612.9

 
$
7,725.3

(1) Following the consummation of the reincorporation merger on January 10, 2018, each authorized, issued and outstanding share of Class A common stock of SGC, par value $0.01 per share automatically converted into one share of common stock of the surviving corporation, par value $0.001 per share. The change in par value had no impact on total number of authorized, issued and outstanding shares.
 
See accompanying notes to condensed consolidated financial statements.


7


SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
 
Six Months Ended
 
June 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(207.6
)
 
$
(139.9
)
Adjustments to reconcile net loss to cash provided by operating activities
482.2

 
402.1

    Changes in working capital accounts, net of acquisitions
(138.3
)
 
12.6

    Changes in deferred income taxes and other
(3.9
)
 
4.7

Net cash provided by operating activities
132.4

 
279.5

Cash flows from investing activities:
 
 
 
Capital expenditures
(200.5
)
 
(140.2
)
Acquisitions of businesses and assets, net of cash acquired
(274.1
)
 
(52.1
)
Distributions of capital from equity investments
23.2

 
22.4

Additions to equity method investments
(75.2
)
 

Other

 
10.0

Net cash used in investing activities
(526.6
)
 
(159.9
)
Cash flows from financing activities:
 
 
 
Borrowings under revolving credit facility
185.0

 
125.0

Repayments under revolving credit facility
(380.0
)
 
(170.0
)
Proceeds from issuance of senior notes and term loans
2,512.4

 
1,762.4

Repayment of senior notes and term loans (inclusive of redemption premium)
(2,210.3
)
 
(1,693.4
)
    Repayment of assumed NYX debt
(288.2
)
 

Payments on long-term debt
(14.5
)
 
(11.4
)
    Payments of debt issuance and deferred financing costs
(38.5
)
 
(27.7
)
Payments on license obligations
(14.0
)
 
(19.5
)
Net redemptions of common stock under stock-based compensation plans and other
(21.5
)
 
(3.9
)
Net cash used in financing activities
(269.6
)
 
(38.5
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(2.9
)
 
2.8

(Decrease) increase in cash, cash equivalents and restricted cash
(666.7
)
 
83.9

Cash, cash equivalents and restricted cash, beginning of period
834.1

 
156.9

Cash, cash equivalents and restricted cash, end of period
$
167.4

 
$
240.8

 
 
 
 
Supplemental cash flow information:
 
 
 
   Cash paid for interest
$
365.5

 
$
284.9

   Income taxes paid
15.4

 
18.7

Supplemental non-cash transactions:
 
 
 
   Non-cash rollover and refinancing of Term loans (see Note 11)
3,274.6

 
2,747.6

   Non-cash interest expense
12.2

 
13.3

   Non-cash additions to intangible assets related to license agreements

 
28.1

   NYX non-cash consideration transferred (inclusive of 2017 acquisition of ordinary shares) (see Note 1)
93.2

 

 See accompanying notes to condensed consolidated financial statements.


8




SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, amounts in USD, table amounts in millions, except per share amounts)

(1) Description of the Business and Summary of Significant Accounting Policies
Description of the Business
We are a leading developer of technology-based products and services and associated content for the worldwide gaming, lottery, social, and digital gaming industries. Our portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems, and table game products and services to licensed gaming entities; providing instant and draw-based lottery games, lottery systems, and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports betting solutions, distribution platforms, content, products and services. We also gain access to technologies and pursue global expansion through strategic acquisitions and equity investments. Following the NYX acquisition and subsequent review of our business segments reporting structure, we now report our operations in four business segments—Gaming, Lottery, Social and Digital— with prior periods being recast to align with the current presentation.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying condensed consolidated financial statements include the accounts of SGC and its wholly owned subsidiaries, and those subsidiaries in which we have a controlling financial interest. Investments in other entities in which we do not have a controlling financial interest but we exert significant influence are accounted for in our condensed consolidated financial statements using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of the Company and its management, we have made all adjustments necessary to present fairly our consolidated financial position, results of operations and comprehensive loss and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2017 10-K. Interim results of operations are not necessarily indicative of results of operations to be expected for a full year.
Significant Accounting Policies
There have been no changes to our significant accounting policies described within the Notes of our 2017 10-K other than adoption of ASC 606 described in Note 2.
Computation of Basic and Diluted Net Loss Per Share
Basic and diluted net loss per share were the same for all periods presented as all common stock equivalents would be anti-dilutive. We excluded 2.6 million and 2.8 million of stock options from the diluted weighted-average common shares outstanding for the three and six months ended June 30, 2018 and 2017, respectively. We excluded 3.0 million of RSUs from the calculation of diluted weighted-average common shares outstanding for the three and six months ended June 30, 2018 and 4.4 million RSUs from such calculation for the three and six months ended June 30, 2017.
Acquisition of NYX Gaming Group Limited and Preliminary Purchase Price Allocation
On January 5, 2018, we completed the acquisition of all outstanding ordinary shares of NYX, creating a leading digital provider of sports betting, iGaming and iLottery technologies, platforms, content, products and services. We paid $665.8 million in cash to acquire ordinary shares and other securities and to redeem NYX's outstanding debt inclusive of $91.9 million paid during the fourth quarter of 2017 to acquire NYX ordinary shares and other securities. The fair value of our NYX non-controlling equity interest held immediately before the acquisition date was $90.4 million.
We accounted for this acquisition using the acquisition method of accounting allocating the total consideration transferred to acquired tangible and intangible assets and assumed liabilities based on estimated fair values. The fair value determination of the acquired assets and assumed liabilities (including the related determination of estimated lives of depreciable and amortizable tangible and intangible assets) requires significant judgments and estimates. The estimated fair values of the acquired assets and assumed liabilities and resulting goodwill are subject to adjustment as we finalize our purchase price accounting, and such adjustments could be material.



9




We incurred $7.7 million of NYX acquisition-related costs which were recorded in Restructuring and other for the six months ended June 30, 2018.

The following table summarizes the preliminary allocation of the purchase price expected to be finalized by the end of 2018:
 
 
January 5, 2018
Cash, cash equivalents and restricted cash
 
$
23.3

Accounts receivable and other current assets(1)
 
55.2

Property and equipment and other non-current assets(1)
 
22.1

Goodwill
 
376.4

Intangible assets
 
350.0

Total assets
 
$
827.0

Current liabilities(2)
 
$
82.0

Deferred income taxes
 
66.3

Assumed debt and other liabilities
 
299.7

Total liabilities
 
$
448.0

Total consideration transferred
 
$
379.0

(1) Inclusive of $43.0 million and $12.9 million of receivables and contract assets, respectively.
(2) Inclusive of $15.7 million of contract liabilities.

Cash, cash equivalents and restricted cash, accounts receivable and other current assets and most liabilities (other than as primarily related to deferred income taxes) were valued at the existing carrying values which approximated the estimated fair values. The estimated preliminary fair value of deferred income taxes was determined by applying the applicable enacted statutory tax rate to the temporary differences that arose on the differences between the financial reporting value and tax basis of the acquired assets and assumed liabilities. 

The fair value of intangible assets that have been preliminarily identified was determined using a combination of the relief from royalty method and the excess earnings method using level 3 inputs in the hierarchy as established by ASC 820. The discount rates used in the valuation analysis ranged between 10% and 14%, and the royalty rate used was 0.5%. The following table details the intangible assets that have been preliminarily identified:
 
Fair Value
Weighted Average Useful Life (Years)
Customer relationships
$
214.0

7-10
Intellectual property(1)
126.5

7
Trade names
9.5

7
(1) Primarily consists of core technology and content.

The factors contributing to the recognition of acquisition goodwill are based on enhanced financial and operational scale, market diversification, expected cost and operational synergies, assembled workforce, and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes.

NYX revenue and net loss since the acquisition date included in our consolidated results were as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30, 2018
Revenue
$
50.6

 
$
99.8

Net loss
8.1

 
15.5


The acquired NYX business was combined with the business-to-business component of our previous Interactive business segment, forming the new Digital business segment.



10




The following unaudited pro forma financial information for the three and six months ended June 30, 2018 and 2017 give effect to the NYX acquisition as if it had been completed on January 1, 2017:

 
Three Months Ended
 
Six Months Ended
 
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
Revenue
$
844.7

 
$
810.6

 
$
1,656.5

 
$
1,579.3

Net loss
5.8

 
52.8

 
199.9

 
168.7


The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been if the NYX acquisition had taken place on January 1, 2017, nor is it indicative of future operating results. The pro forma amounts include the historical operating results of SGC and NYX prior to the acquisition, with adjustments factually supportable and directly attributable to the NYX acquisition, primarily related to the effect of fair value adjustments and related depreciation and amortization, acquisition-related fees and expenses, interest expense related to additional borrowings used to complete the acquisition, and the effect of repayments of NYX historical debt as a result of the acquisition.

Other Acquisitions

On January 23, 2018, we acquired privately held Tech Art, Inc. and related entities (collectively, "Tech Art") for $9.6 million cash consideration. The transaction was accounted for as an asset acquisition, with substantially all of the cash consideration transferred allocated to intellectual property, which was assigned a 15-year useful life. Tech Art has been integrated into our Gaming business segment.

New Accounting Guidance - Recently Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 combined with all subsequent amendments (collectively ASC 606) provides guidance outlining a single comprehensive revenue model in accounting for revenue from contracts with customers. ASC 606 supersedes existing revenue recognition guidance, including industry-specific guidance, and replaces it with a five-step revenue model with a core principle that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We adopted this guidance effective January 1, 2018 using a modified retrospective application approach. See our 2017 10-K Note 1 for the anticipated annual impact on our consolidated financial statements and Note 2 in this Quarterly Report on Form 10-Q for our revenue recognition policy and the quarterly impact of our adoption of ASC 606.
The FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business in 2017. The new guidance clarifies the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. We adopted this guidance effective January 1, 2018, and this adoption did not have a material effect on our consolidated financial statements.

The FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost in 2017. We adopted this guidance effective January 1, 2018. This guidance requires an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of operating income, if one is presented, which for us means that certain immaterial amounts will be classified within interest expense as compared to the previous classification within SG&A. We are also required to describe which line items are used to present the other components of net benefit cost if such financial statement line items are separately presented; otherwise, we must disclose the line items in which such costs are presented.

The FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities in 2017. We early adopted this guidance during the first quarter of 2018, which simplifies the application of hedge accounting guidance, and creates greater transparency for results presented on the face of the financial statements and footnotes. Our adoption did not have a material effect on our consolidated financial statements.

New Accounting Guidance - Not Yet Adopted


11





The FASB issued ASU No. 2016-02, Leases (Topic 842) in 2016. The amended guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. The adoption of this guidance is expected to result in a significant portion of our operating leases, where we are the lessee, to be recognized on our consolidated balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier adoption permitted. We are currently evaluating the impact of adopting this guidance.

The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) in 2016. The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The new guidance will be effective for us beginning January 1, 2020, with early adoption permitted beginning January 1, 2018. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. We are currently evaluating the impact of adopting this guidance.

We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements.

(2) Revenue Recognition

As described in Note 1, on January 1, 2018, we adopted ASC 606 using the modified retrospective method, which was applied to customer contracts that were not completed as of January 1, 2018. In accordance with the modified retrospective transition method, our results of operations beginning with the first quarter of 2018 are presented in accordance with ASC 606, while prior periods continue to be reported in accordance with the historical revenue recognition guidance as disclosed in our 2017 10-K.

The following table disaggregates our revenues by type within each of our business segments:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018

2017
 
2018
 
2017
Gaming
 
 
 
 
 
 
 
  Gaming operations
$
159.9


$
178.4

 
$
321.3


$
350.8

  Gaming machine sales
167.6


163.3

 
312.4


319.5

Gaming systems
84.3


67.1

 
159.3


128.6

  Table products
58.9


48.4

 
120.7


98.3

    Total
$
470.7


$
457.2

 
$
913.7


$
897.2

 
 
 
 
 
 
 
 
Lottery
 
 
 
 
 
 
 
  Instant products
$
150.1


$
151.3

 
$
300.3


$
293.0

  Lottery systems
57.0


51.0

 
108.5


98.4

    Total
$
207.1


$
202.3

 
$
408.8


$
391.4

 
 
 
 
 
 
 
 
Social
 
 
 
 
 
 
 
  Social gaming
$
99.7

 
$
91.1

 
$
197.1

 
$
171.3

    Total
$
99.7


$
91.1

 
$
197.1


$
171.3

 
 
 
 
 
 
 
 
Digital
 
 
 
 
 
 
 
Sports and platform
$
20.5


$

 
$
46.4


$

Gaming and other
46.7


15.7

 
90.5


31.8

    Total
$
67.2


$
15.7

 
$
136.9


$
31.8


General



12




We evaluate the recognition of revenue and rental income based on the criteria set forth in ASC 606 or ASC 840, as appropriate. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This condition normally is met when the product has been delivered or upon performance of services. Revenue is reported net of incentive rebates and discounts. We made an accounting policy election to exclude from the measurement of the transaction price sales taxes and all other items of a similar nature, and also elected to account for shipping and handling activities as a fulfillment of our promise to transfer the goods. Accordingly, shipping and handling costs are included in cost of sales.

Our credit terms are predominately short term in nature. We also grant extended payment terms under certain contracts, primarily where the sale is secured by the related equipment sold, and generally only in certain Gaming segment contracts with customers. For these contracts with customers for which the financing component is determined to be significant to the contract, the contract transaction price is adjusted for the effect of a financing component (time value of money). We have not applied the significant financing component guidance to transactions with financing terms of 12 months or less.

Any sales commissions associated with the sale or placement of our products and services are expensed as incurred as contracts associated with sales commissions are generally completed within a one-year period.

The primary types of revenue impacted by the adoption of ASC 606 were Gaming operations and Lottery instant products. Each of these is described separately below. We had other balance sheet adoption impacts that, combined with the preceding, resulted in a net increase to opening accumulated loss of $10.9 million as of January 1, 2018. As part of the adoption of ASC 606, we increased contract liabilities by $9.7 million primarily associated with Lottery instant products licensing and player loyalty contracts for which we determined that the promises in the related contracts were part of a single performance obligation under ASC 606. In addition, we reduced previously recorded deferred costs net of newly established contract assets by $11.4 million related to licensing in certain customized lottery software contracts for which we concluded that we were unable to recognize revenue for delivered elements under ASC 985-605 due to the lack of vendor-specific objective evidence for undelivered elements and for which we were required to estimate the standalone selling price of delivered performance obligations under ASC 606. Combined, we expect all other adoption impacts other than Gaming operations and Lottery instant products to have less than a $10.0 million impact on revenue and operating income in the aggregate for the remainder of 2018.

Contracts with Customers with Multiple Promised Goods and Services
    
We enter into contracts with customers that include multiple promises (such as gaming machines, gaming systems hardware and software, installation, service and maintenance, product support or lottery systems and hardware, installation and maintenance bundled promises). For such contracts, the transaction price is allocated to each distinct performance obligation using an estimate of stand-alone selling price. The stand-alone selling price is generally based on observable prices or a cost plus margin approach. We also use the residual method when observable prices are uncertain or highly variable, primarily with respect to certain of our software licenses. The establishment of stand-alone selling price requires judgment as to whether there is a sufficient quantity of items sold or substantively renewed on a stand-alone basis and those prices demonstrate an appropriate level of concentration to conclude that a stand-alone selling price exists.

The guidance in ASC 606 requires that we apply judgments or estimates to determine both the performance obligations and the stand-alone selling prices of identified performance obligations. Contracts with multiple promised goods and services described above will often involve significant judgment in determining whether each promise is distinct or should be combined with other promises in such contracts in concluding on the distinct performance obligations for such contracts. Such judgment generally requires an assessment of the level of integration and interdependency between individual components particularly in our gaming systems and certain digital contracts with customers. Associated with these same contracts, we also apply significant judgment to determine the stand-alone selling prices of the identified performance obligations. In certain contracts with customers, we bundle the selling price for multiple promised goods or services or we may license systems for which the solutions we provide are highly customized and therefore the prices we charge are either uncertain, highly variable, or both.

Gaming Operations

Gaming operations revenues are generated by providing customers access to proprietary land-based gaming equipment, table game products and VLTs under a variety of recurring operating, service, or rental contracts, for which consideration is based upon a percentage of Coin-in, a percentage of Net win, or a fixed daily/monthly fee, with variability generally resolved in the reporting period. For these contracts with customers, we generally transfer control and recognize revenue or rental income over time based on the amount we expect to receive as described and classify such revenue or rental income as services revenue. Payments from customers under these contracts are typically due on a monthly basis. Jackpot


13




expense for our WAP services is recorded as a reduction to revenue, which decreased revenue and cost of services by $6.5 million and $10.9 million for the three and six months ended June 30, 2018, respectively. This change in classification has no impact on operating income or net loss. There was $5.3 million and $12.4 million of such amounts presented as cost of services for the three and six months ended June 30, 2017, respectively.

Gaming Machine Sales

These contracts with customers include the sale of gaming machines, including game content, electronic table game products and parts (including game themes and conversion kits). We transfer control and recognize revenue from the sale of gaming machines at a point in time upon delivery of gaming machines to our customers or distributors pursuant to the terms of the contract. If the sale of gaming machines includes multiple promised goods and services, these contracts are accounted for as described in the "Contracts with Customers with Multiple Promised Goods and Services" section above. Our credit terms are predominately short term in nature.

Gaming Systems

Gaming systems contracts with customers can include a comprehensive suite of technology solutions provided to gaming operators, including perpetual licenses to core system solutions and non-core system solutions and other applications and tools. Gaming systems products also include the iVIEW® touch screen display, which facilitates the player experience, bonus features, customer service, and employee functions and ongoing hardware and software maintenance services and upgrades.

Determination of performance obligations and timing of the transfer of control varies by contract. Generally, these contracts contain multiple promised goods and services, including the following: (i) core system software license; (ii) non-core system software license(s); (iii) professional services; (iv) system-based hardware; (v) in-game hardware products; and (vi) software and hardware maintenance and product support.

Control transfers and we recognize revenue from the sale of perpetual gaming systems licenses and various hardware products at a point in time when the gaming system is available for use by a customer which is no earlier than the commencement of the license term, and for the hardware products upon delivery. For contracts that include new core gaming system installations, control is not considered transferred until control of the core gaming system license is transferred as the additional promises are generally highly dependent on the core gaming system. Software and hardware maintenance and product support services are considered stand-ready obligations, therefore control transfers and revenue is recognized over time over the term of the maintenance and support period. If a gaming systems contract includes multiple promised goods and services, these contracts are accounted for as described in the "Contracts with Customers with Multiple Promised Goods and Services" section above.

Table Products

Table products revenue is generated from supplying and maintaining or selling table game products, primarily including automatic card shufflers, deck checkers, table roulette chip sorters and other land-based table gaming equipment. We transfer control and recognize revenue from the sale of table products at a point in time upon delivery to our customers or distributors pursuant to the terms of the contract. Supply and maintenance contracts, for which consideration is primarily based on a fixed monthly fee, are considered stand-ready obligations, therefore control transfers and revenue is recognized over time over the term of the supply and maintenance period. Such contracts are generally short-term in nature. We also license our proprietary table games content, for which revenue is recognized at a point in time under the licensing of intellectual property guidance as such licenses are functional licenses.

Lottery Instant Products

Our instant products revenue is primarily generated under long-term contracts to supply instant products and provide related services to our Lottery customers. For instant products that are sold on a PPU and POS basis, we generally have a single performance obligation of a promise to supply the instant products. Control transfers and we recognize revenue from the sale of such instant products when the lotteries have taken delivery of shipments of instant products pursuant to the terms of the contract. For instant products that are sold on a POS basis, we are compensated based on retail sales, therefore the timing difference between the recognition of revenue, the billing of our customers and the receipt of payments depends on retail sales. Contract assets resulting from these contracts remain until we have the contractual ability to invoice and collect from customers (which occurs upon retail sales).


14





For our CSP contracts in which we perform all of the services necessary to operate the associated lottery’s integrated instant product operations and for which we are compensated based on retail sales, our single performance obligation is a promise to perform a series of stand-ready services to operate and manage instant gaming programs for the lotteries in their entirety. Revenue is recognized over time as measured by an appropriate measure of progress toward satisfying our performance obligation, which we have determined to be when a lottery retailer activates any associated instant tickets, as this is the point at which we have transferred control over the associated instant tickets and perform no more services related to such instant tickets.

The guidance in ASC 606 requires that we apply judgment to determine the timing of control transfer of performance obligations in our Lottery instant products contracts. For instant products that are sold under POS contracts, we generally have a single performance obligation of a promise to supply the instant products. The determination of when control transfers requires significant judgment because lotteries take delivery of shipments of instant products, but we retain the risk of such inventory until retail sales of such tickets takes place. We have determined control transfers upon delivery to a lottery-controlled warehouse, because we do not have the ability to direct the use of such instant products subsequent to delivery.
As disclosed in the first quarter of 2018, there was an $8.1 million and $6.3 million increase in revenue and Lottery Business Segment AEBITDA, respectively, associated with instant products sold on a POS basis due to adopting the new revenue recognition guidance in the first interim period of adoption. We expect this favorable impact will be largely offset during the three quarters following the initial adoption. The impact for the second quarter of 2018 was in line with these expectations. We continue to expect the adoption of the new revenue recognition guidance will have less than a $10.0 million impact on POS revenue in the aggregate for 2018.
Revenue from any tickets sold under these arrangements that were in the lottery distribution channel at December 31, 2017 will not be recognized as retail sales occur, as both the revenue value of such tickets and the historical cost of such inventory at December 31, 2017 was reflected directly into shareholders’ deficit at adoption. The adoption of ASC 606 related to inventory in the distribution channel at December 31, 2017 resulted in an increase to contract assets (included in Prepaid expenses, deposits and other current assets) totaling $52.0 million, a reduction to inventory totaling $33.0 million and a decrease to accumulated net loss totaling $19.0 million. The impact of ASC 606 on our June 30, 2018 consolidated balance sheet was a $39.5 million decrease to inventories and a $45.4 million increase to contract assets included in Prepaid expenses, deposits and other current assets.
Lottery Systems

Our Lottery business segment offers our customers a number of related, value-added services as part of an integrated product offering. These services include lottery systems, including point-of-sale terminals and other equipment, software, data communication services and support and instant game validation systems, and software, hardware and related services for sports wagering and keno systems.

For our integrated lottery systems service contracts (described above), our single performance obligation is a promise to perform a series of stand-ready services to operate a fully-functional draw lottery. Revenue is recognized over time in an amount generally based on a percentage of sales of the related games, which represents our measure of progress toward satisfying our performance obligation.

For our perpetual licensing of customized lottery software contracts, we generally recognize revenue over time using costs incurred to date relative to total estimated completion costs to measure progress toward satisfying our performance obligations, which we believe best depicts the transfer of control to the customer. 

Maintenance on lottery software and lottery terminals is considered a stand-ready obligation, with control transferring and revenue being recognized over time ratably over the maintenance and support period. If a lottery systems contract includes multiple promised goods and services, these contracts are accounted for as described in the "Contracts with Customers with Multiple Promised Goods and Services" section above.

Social Gaming

Social gaming revenues are generated from the sale of virtual coins, chips or bingo cards (collectively referred to as "virtual currency"), which players can use to play casino-style slot and table games or bingo games (i.e., spin in the case of slot games, bet in the case of table games and use of bingo cards in the case of bingo games). Control transfers and we recognize revenues from player purchases of virtual currency as the virtual currency is consumed for game play, which is based on a


15




historical data analysis. Because we have control over the content and functionality of games before they are accessed by the end user, we have determined we are the principal and, as a result, revenues are recorded on a gross basis. Payment processing fees paid to platform providers (such as Facebook, Apple, Amazon and Google) on a revenue participation basis are recorded within cost of services.

Digital

Digital revenue is generated from professional services related to highly customized software design, development, licensing, maintenance and support services associated with a comprehensive suite of technology solutions, including sports books and betting markets across both fixed-odds and pari-mutuel betting styles. Additionally, through our integrated suite of various platform and technology solutions, we provide gaming operators optional portals for reporting and administrative functions, and access to a wide portfolio of content, including casino, lottery and bingo style games.
Determination of performance obligations and timing of the transfer of control vary based on the nature of the contract. Generally, these contracts contain multiple promises, including the following: (i) implementation of customized software solution and the associated software license; (ii) support services and unspecified software updates; (iii) professional development services; and (iv) access to the game content. Generally control transfers and we recognize revenue from the implementation of a customized software solution and the associated software license over time using costs incurred to date relative to total estimated completion costs to measure progress toward satisfying our performance obligations, which we believe best depicts the transfer of control to the customer. Support services and unspecified software updates are considered stand-ready obligations, therefore control transfers and revenue is recognized over time ratably over the term of the support period. Professional development services generally relate to post-go live development, and control transfers and revenue is recognized over time as services are rendered.
We also generate revenue from various content aggregation platforms, remote gaming servers, our SG Universe® platform and various other platforms, which deliver a wide spectrum of internally developed and branded games and popular third-party provided games to gaming operators. We provide daily access to these platforms and are typically compensated based on variable consideration, such as a percentage of net gaming revenue with variability generally resolved in the reporting period. All Digital revenue is classified as services revenue.
Contract Liabilities and Other Disclosures

The following table summarizes the activity in our contract liabilities for the reporting period:
 
 
Six Months Ended June 30,
 
 
2018
Contract liability balance, beginning of period(1)
 
$
88.2

Liabilities recognized during the period
 
46.9

Amounts recognized in revenue from beginning balance
 
(37.5
)
Contract liability balance, end of period(1)
 
$
97.6

(1) Contract liabilities are included within accrued liabilities and other long-term liabilities in our consolidated balance sheet.

The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on our consolidated balance sheet. Other than contracts with customers with financing arrangements exceeding 12 months, revenue recognition is generally proximal to conversion to cash, except for Lottery instant products sold under percentage of sale contracts. As disclosed in "Lottery Instant Products" above, revenue is recognized for such contracts upon delivery to our customers, while conversion to cash is based on the retail sale of the underlying ticket to end consumers. As a result, revenue recognition under ASC 606 does not approximate conversion to cash in any periods post-adoption. Total revenue recognized under such contracts was $23.6 million and $57.8 million in the three and six months ended June 30, 2018, respectively. The following table summarizes our opening and closing balances in these accounts (other than contract liabilities disclosed above):


16




 
Receivables
Contract Assets(1)
Opening balance, January 1, 2018
$
724.7

$
66.4

Closing balance, June 30, 2018
733.8

90.6

(1) Contract assets are included primarily within Prepaid expenses, deposits and other current assets in our June 30, 2018 consolidated balance sheet.
Other than acquired contract assets and receivables and assumed contract liabilities resulting from the NYX acquisition (described in Note 1), we did not have any changes in these balances other than normal, recurring activity during the interim period ended June 30, 2018.
As of June 30, 2018, other than as described above, we did not have material unsatisfied performance obligations for contracts expected to be long-term or contracts for which we recognize revenue at an amount other than for which we have the right to invoice for goods or services delivered or performed.
(3) Business Segments
In connection with the NYX acquisition (see Note 1), in the first quarter of 2018, we reviewed our operating and business segments in light of certain changes in the organizational and operational structure of the Company. Based on this review, we determined that our Social gaming business, previously included in our Interactive business segment, is a separate business segment and the remaining business-to-business Interactive business component was integrated with the acquired NYX business, collectively forming the new Digital business segment.
As a result of the above changes, we now report our operations in four business segments—Gaming, Lottery, Social and Digital—representing our different products and services. A detailed discussion regarding the products and services from which our Gaming and Lottery business segments generally derive their revenue is included in our 2017 10-K Note 2. Our Social business segment provides social gaming services through our own B2C applications. Our Digital business segment provides highly customizable software design, development, licensing, maintenance and support services from a comprehensive suite of technology solutions to enable our customers to operate sports books, including betting markets across both fixed-odds and pari-mutuel betting styles, a distribution platform, full gaming process support services, brand and player management, including SG Universe services, and RMG services to online casino operators through our remote game servers. The products and services from which each reportable segment derives its revenues are further discussed in Note 2.
We also reviewed and considered the change in our Chief Executive Officer during the second quarter of 2018, who is also our Chief Operating Decision Maker (CODM), and how resources are allocated and financial information is regularly reviewed to evaluate operating results and performance of our business segments. As a result of this change and starting with the second quarter of 2018, we changed our business segment performance measure of profit or loss from operating income (loss) to Attributable EBITDA (AEBITDA), which we have described below. Business segment information for the three and six months ended June 30, 2017 has been recast to reflect these changes. The accounting policies of our business segments are the same as those described within the Notes in our 2017 10-K and in Note 1 and Note 2 (for revenue recognition) in this Quarterly Report on Form 10-Q. The following tables present our segment information:


17


 
Three Months Ended June 30, 2018
 
Gaming
 
Lottery
 
Social
 
Digital
 
Unallocated and Reconciling Items(1)
 
Total
Total revenue
$
470.7

 
$
207.1

 
$
99.7

 
$
67.2

 
$

 
$
844.7

AEBITDA(2)
235.7

 
99.4

 
25.2

 
13.2

 
(33.1
)
 
340.4

Reconciling items to consolidated net loss before income taxes:
D&A
(121.0
)
 
(13.9
)
 
(6.5
)
 
(16.7
)
 
(14.6
)
 
(172.7
)
Restructuring and other
(1.5
)
 
3.2

 
(0.5
)
 
(4.4
)
 
(30.3
)
 
(33.5
)
EBITDA from equity investments(2)
 
 
 
 
 
 
 
 
(16.5
)
 
(16.5
)
Earnings from equity investments
 
 
 
 
 
 
 
 
4.6

 
4.6

Interest expense
 
 
 
 
 
 
 
 
(146.1
)
 
(146.1
)
Gain on remeasurement of debt
 
 
 
 
 
 
 
 
34.5

 
34.5

Other expense, net
 
 
 
 
 
 
 
 
(0.9
)
 
(0.9
)
Stock-based compensation
 
 
 
 
 
 
 
 
(15.6
)
 
(15.6
)
Net loss before income taxes
 
 
 
 
 
 
 
 
 
 
(5.8
)
 
 
 
 
 
 
 
 
 
 
 
 
Assets as of June 30, 2018
$
5,210.7

 
$
1,146.3

 
$
190.5

 
$
862.2

 
$
203.2

 
$
7,612.9

(1) Includes amounts not allocated to the business segments (including corporate costs) and reconciling items to reconcile the total business segments AEBITDA to our consolidated net loss before income taxes.
(2) AEBITDA is net income (loss) before the following adjustments: (1) restructuring and other, which includes charges or expenses attributable to: (i) employee severance; (ii) management changes; (iii) restructuring and integration; (iv) M&A and other, which includes: (a) M&A transaction costs, (b) purchase accounting, (c) unusual items (including certain litigation), and (d) other non-cash items; and (v) cost savings initiatives; (2) depreciation and amortization expense and impairment charges (including goodwill impairment charges); (3) change in fair value of investments and remeasurement of debt; (4) interest expense; (5) income taxes expense (benefit); (6) stock-based compensation; and (7) loss (gain) on debt financing transactions. In addition to the preceding adjustments, we exclude earnings from equity method investments and add (without duplication) our pro rata share of EBITDA of our equity investments, which represents our share of earnings (whether or not distributed to us) before income tax expense, depreciation and amortization expense, and interest (income) expense, net. AEBITDA is presented exclusively as our segment measure of profit or loss.

 
Three Months Ended June 30, 2017
 
Gaming
 
Lottery
 
Social
 
Digital
 
Unallocated and Reconciling Items(1)
 
Total
Total revenue
$
457.2

 
$
202.3

 
$
91.1

 
$
15.7

 
$

 
$
766.3

AEBITDA(2)
226.9

 
95.6

 
21.9

 
2.7

 
(32.3
)
 
314.8

Reconciling items to consolidated net loss before income taxes:
D&A
(136.0
)
 
(13.3
)
 
(3.1
)
 
(1.3
)
 
(21.3
)
 
(175.0
)
Restructuring and other
(0.3
)
 
1.1

 
(0.2
)
 
(0.1
)
 
(1.6
)
 
(1.1
)
EBITDA from equity investments(2)
 
 
 
 
 
 
 
 
(13.1
)
 
(13.1
)
Earnings from equity investments
 
 
 
 
 
 
 
 
3.1

 
3.1

Interest expense
 
 
 
 
 
 
 
 
(151.2
)
 
(151.2
)
Other expense, net
 
 
 
 
 
 
 
 
(3.1
)
 
(3.1
)
Stock-based compensation
 
 
 
 
 
 
 
 
(7.1
)
 
(7.1
)
Net loss before income taxes
 
 
 
 
 
 
 
 
 
 
(32.7
)
 
 
 
 
 
 
 
 
 
 
 
 
Assets as of December 31, 2017
$
5,401.6

 
$
1,070.6

 
$
219.1

 
$
61.2

 
$
972.8

 
$
7,725.3

(1) Includes amounts not allocated to the business segments (including corporate costs) and reconciling items to reconcile the total business segments AEBITDA to our consolidated net loss before income taxes.
(2) AEBITDA is described in footnote (2) to the first table in this Note 3.




18


 
Six Months Ended June 30, 2018
 
Gaming
 
Lottery
 
Social
 
Digital
 
Unallocated and Reconciling Items(1)
 
Total
Total revenue
$
913.7

 
$
408.8

 
$
197.1

 
$
136.9

 
$

 
$
1,656.5

AEBITDA(2)
453.8

 
193.5

 
51.4

 
30.4

 
(68.6
)
 
660.5

Reconciling items to consolidated net loss before income taxes:
D&A
(260.4
)
 
(28.1
)
 
(13.1
)
 
(32.7
)
 
(26.5
)
 
(360.8
)
Restructuring and other
(2.9
)
 
2.4

 
(18.6
)
 
(10.1
)
 
(56.5
)
 
(85.7
)
EBITDA from equity investments(2)
 
 
 
 
 
 
 
 
(35.3
)
 
(35.3
)
Earnings from equity investments
 
 
 
 
 
 
 
 
11.9

 
11.9

Interest expense
 
 
 
 
 
 
 
 
(300.9
)
 
(300.9
)
Loss on debt financing transactions
 
 
 
 
 
 
 
 
(93.2
)
 
(93.2
)
Gain on remeasurement of debt
 
 
 
 
 
 
 
 
33.4

 
33.4

Other expense, net
 
 
 
 
 
 
 
 
(6.9
)
 
(6.9
)
Stock-based compensation
 
 
 
 
 
 
 
 
(24.4
)
 
(24.4
)
Net loss before income taxes
 
 
 
 
 
 
 
 
 
 
(201.4
)
(1) Includes amounts not allocated to the business segments (including corporate costs) and reconciling items to reconcile the total business segments AEBITDA to our consolidated net loss before income taxes.
(2) AEBITDA is described in footnote (2) to the first table in this Note 3.


 
Six Months Ended June 30, 2017
 
Gaming
 
Lottery
 
Social
 
Digital
 
Unallocated and Reconciling Items(1)
 
Total
Total revenue
$
897.2

 
$
391.4

 
$
171.3

 
$
31.8

 
$

 
$
1,491.7

AEBITDA(2)
436.6

 
180.9

 
39.8

 
7.8

 
(63.7
)
 
601.4

Reconciling items to consolidated net loss before income taxes:
D&A
(259.3
)
 
(27.2
)
 
(5.7
)
 
(2.7
)
 
(45.2
)
 
(340.1
)
Restructuring and other
(4.5
)
 
0.8

 
(1.0
)
 
(0.1
)
 
(5.5
)
 
(10.3
)
EBITDA from equity investments(2)
 
 
 
 
 
 
 
 
(29.1
)
 
(29.1
)
Earnings from equity investments
 
 
 
 
 
 
 
 
12.6

12.6

12.6

Interest expense
 
 
 
 
 
 
 
 
(310.6
)
 
(310.6
)
Loss on debt financing transactions
 
 
 
 
 
 
 
 
(29.7
)
 
(29.7
)
Other income, net
 
 
 
 
 
 
 
 
2.0

 
2.0

Stock-based compensation
 
 
 
 
 
 
 
 
(13.0
)
 
(13.0
)
Net loss before income taxes
 
 
 
 
 
 
 
 
 
 
(116.8
)
(1) Includes amounts not allocated to the business segments (including corporate costs) and reconciling items to reconcile the total business segments AEBITDA to our consolidated net loss before income taxes.
(2) AEBITDA is described in footnote (2) to the first table in this Note 3.

The following table presents our recast quarterly selected segment financial data for 2017 and 2016:


19


 
Recast Quarterly Segment Financial Data
 
2017
 
2016
 
March 31
 
June 30
 
September 30
 
December 31
 
March 31
 
June 30
 
September 30
 
December 31
Total revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Social
$
80.2

 
$
91.1

 
$
95.1

 
$
95.5

 
$
60.2

 
$
69.1

 
$
70.3

 
$
74.8

Digital
16.1

 
15.7

 
16.3

 
17.8

 
12.4

 
14.3

 
14.9

 
16.8

Previous Interactive Segment
$
96.3

 
$
106.8

 
$
111.4

 
$
113.3

 
$
72.6

 
$
83.4

 
$
85.2

 
$
91.6

Total Attributable EBITDA(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Social
$
17.9

 
$
21.9

 
$
20.1

 
$
21.8

 
$
13.2

 
$
16.0

 
$
10.9

 
$
15.4

Digital
5.1

 
2.7

 
3.1

 
5.1

 
2.2

 
2.2

 
2.7

 
4.3

(1) AEBITDA is described in (2) to the first table in this Note 3.

(4) Restructuring and other
Restructuring and other includes charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition costs and other unusual items. The following table summarizes pre-tax restructuring and other costs for the periods presented:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Employee severance (1)
 
$
15.8

 
$

 
$
20.9

 
$
2.7

Acquisitions and related costs(2)
 
(0.2
)
 
0.8

 
7.6

 
4.2

Contingent consideration adjustment(3)
 

 

 
18.0

 

Legal and related
 
10.0

 

 
26.0

 

Restructuring, integration and other
 
7.9

 
0.3

 
13.2

 
3.4

Total
 
$
33.5

 
$
1.1

 
$
85.7

 
$
10.3

(1) Inclusive of employee severance and termination costs associated with restructuring and integration activities.
(2) Six months ended June 30, 2018 includes $7.7 million related to the NYX acquisition. 
(3) Represents contingent consideration fair value adjustment (see Note 12).
(5) Accounts and Notes Receivable and Credit Quality of Receivables
Accounts and Notes Receivable
The following table summarizes the components of current and long-term accounts and notes receivable, net:
 
June 30, 2018
 
December 31, 2017
Current:
 
 
 
Accounts receivable
$
575.4

 
$
551.5

Notes receivable
146.2

 
164.1

Allowance for doubtful accounts and notes
(35.8
)
 
(31.2
)
Current accounts and notes receivable, net
$
685.8

 
$
684.4

Long-term:
 
 
 
Notes receivable, net of allowance of $0.1 and $0.2
48.0

 
52.8

  Total accounts and notes receivable, net
$
733.8

 
$
737.2

Credit Quality of Receivables
The interest rates on our outstanding receivables bearing interest ranged from 3.0% to 10.0% at June 30, 2018, and 3.0% to 10.4% at December 31, 2017.
We have certain concentrations of outstanding accounts and notes receivable in international locations that impact our assessment of the credit quality of those receivables. We monitor the macroeconomic and political environment in each of these locations in our assessment of the credit quality of our receivables. We have not identified changes in the aforementioned factors during the six months ended June 30, 2018 that require a reassessment of our receivable balances. The international locations with significant concentrations (generally deemed to be exceeding 10%) of our accounts and notes receivable are as follows:
Mexico - Our notes receivable, net, from certain customers in Mexico at June 30, 2018 was $27.2 million. We collected $16.6 million of outstanding receivables from these customers during the six months ended June 30, 2018.
Peru - Our notes receivable, net, from certain customers in Peru at June 30, 2018 was $16.3 million. We collected $6.3 million of outstanding receivables from these customers during the six months ended June 30, 2018.
Argentina - Our notes receivable, net, from customers in Argentina at June 30, 2018 was $25.6 million denominated in USD. Our customers are required to, and have continued to, pay us in pesos at the spot exchange rate on the date of payment. We collected $15.7 million of outstanding receivables from customers in Argentina during the six months ended June 30, 2018.
In addition to the macroeconomic and political factors noted above, we also evaluated recent payments, receivables aging, any additional security or collateral we had (bills of exchange, pledge agreements, etc.) and other facts and circumstances relevant to our customers' ability to pay.
The following summarizes the components of total notes receivable, net:
 
June 30, 2018
 
Balances over 90 days past due
 
December 31, 2017
 
Balances over 90 days past due
Notes receivable:
 
 
 
 
 
 
 
Domestic
$
75.4

 
$
9.8

 
$
93.5

 
$
9.2

International
118.8

 
28.5

 
123.6

 
33.2

     Total notes receivable
194.2

 
38.3

 
217.1

 
42.4

 
 
 
 
 
 
 
 
Notes receivable allowance
 
 
 
 
 
 
 
Domestic
(4.7
)
 
(4.6
)
 
(4.0
)
 
(4.0
)
International
(18.0
)

(18.0
)
 
(16.8
)
 
(16.8
)
     Total notes receivable allowance
(22.7
)
 
(22.6
)
 
(20.8
)
 
(20.8
)
Notes receivable, net
$
171.5

 
$
15.7

 
$
196.3

 
$
21.6

At June 30, 2018, 9.2% of our total notes receivable, net, was past due by over 90 days, compared to 11.0% at December 31, 2017.
We evaluate our exposure to credit loss on notes receivable on both a collective and individual basis. In addition, we evaluate such notes receivable on a geographic basis and take into account any other factors (such as general economic conditions, other macroeconomic considerations, etc.) that could impact our collectability of notes receivable individually or in the aggregate. Accordingly, notes receivable may be evaluated under multiple methodologies, and the resulting allowance is not determined based on one specific methodology taking all factors into consideration. The activity in our allowance for notes receivable for each of the six month periods ended June 30, 2018 and 2017 is as follows:
 
 
Six Months Ended June 30,
 
 
2018
 
2017
Beginning allowance for notes receivable
 
$
(20.8
)
 
$
(15.0
)
Provision
 
(2.8
)
 
(4.4
)
Charge-offs and recoveries
 
0.9

 
1.1

Ending allowance for notes receivable
 
$
(22.7
)
 
$
(18.3
)

The fair value of notes receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. As of June 30, 2018 and


20


December 31, 2017, the fair value of notes receivable, net, approximated the carrying value due to contractual terms of notes receivable generally being under 24 months.
(6) Inventories
Inventories consisted of the following as of the dates presented below:
 
 
June 30, 2018
 
December 31, 2017
Parts and work-in-process
 
$
137.9

 
$
128.7

Finished goods
 
94.0

 
114.4

Total inventories
 
$
231.9

 
$
243.1

Parts and work-in-process include parts for gaming machines, lottery terminals and instant lottery ticket materials, as well as labor and overhead costs for work-in-process associated with the manufacturing of instant lottery games and lottery terminals. Our finished goods inventory primarily consists of gaming machines for sale, instant products primarily for our Participation arrangements and our licensed branded merchandise.

(7) Property and Equipment, net    

Property and equipment, net consisted of the following:
 
 
June 30, 2018
 
December 31, 2017
Land
 
$
20.4

 
$
35.7

Buildings and leasehold improvements
 
120.7

 
183.6

Gaming and lottery machinery and equipment
 
996.6

 
962.2

Furniture and fixtures
 
30.4

 
33.2

Construction in progress
 
39.9

 
27.7

Other property and equipment
 
241.8

 
236.9

Less: accumulated depreciation
 
(929.6
)
 
(911.1
)
Total property and equipment, net
 
$
520.2

 
$
568.2

Depreciation expense is excluded from Cost of services, Cost of product sales, Cost of instant products and Other operating expenses and is separately presented within D&A.
 
Three Months Ended

Six Months Ended
 
June 30,

June 30,
 
2018

2017

2018

2017
Depreciation expense
$
54.7

 
$
70.0

 
$
107.8

 
$
136.9


Assets Held For Sale

As of June 30, 2018 we had $55.1 million of assets held for sale, and none as of December 31, 2017. Assets held for sale primarily relate to our Gaming business segment and consist of certain properties in Las Vegas and Chicago that are actively being marketed for sale as a result of recent facility rationalization and integration activities. These assets are included within Prepaid expenses, deposits and other current assets and are reported at the lower of the carrying value or fair market value, less expected costs to sell. We measured the fair value of assets held for sale under a market approach and have categorized such measurements as Level 3 in the fair value hierarchy. Based on our fair value measurement during the first quarter of 2018, the book value related to our assets held for sale was reduced by approximately $19.0 million, which was recorded within D&A, with no material changes to such fair value during the second quarter of 2018.

(8) Intangible Assets, net and Goodwill
Intangible Assets, net
The following tables present certain information regarding our intangible assets as of June 30, 2018 and December 31, 2017.
 
June 30, 2018
 
December 31, 2017
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Balance
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Balance
Amortizable intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
1,086.3

 
$
(257.6
)
 
$
828.7

 
$
881.4

 
$
(214.8
)
 
$
666.6

Intellectual property
919.8

 
(397.6
)
 
522.2

 
788.1

 
(332.7
)
 
455.4

Licenses
417.8

 
(236.4
)
 
181.4

 
419.5

 
(206.9
)
 
212.6

Brand names
124.7

 
(53.2
)
 
71.5

 
125.7

 
(46.5
)
 
79.2

Trade names
107.9

 
(18.6
)
 
89.3

 
98.7

 
(14.7
)
 
84.0

Patents and other
23.0

 
(12.9
)
 
10.1

 
27.1

 
(14.5
)
 
12.6

 
2,679.5

 
(976.3
)
 
1,703.2

 
2,340.5

 
(830.1
)
 
1,510.4

Non-amortizable intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Trade names
96.3

 
(2.1
)
 
94.2

 
96.3

 
(2.1
)
 
94.2

Total intangible assets
$
2,775.8

 
$
(978.4
)
 
$
1,797.4

 
$
2,436.8

 
$
(832.2
)
 
$
1,604.6

 

The following reflects intangible amortization expense included within D&A:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2018

2017
 
2018

2017
Amortization expense
$
75.6

 
$
68.9

 
$
152.7

 
$
130.8

Goodwill
Following the NYX acquisition, in the first quarter of 2018, we revised our operating segments as described in Note 3.
As a result of our resegmentation during the first quarter of 2018, we reviewed our operating segments in accordance with ASC 350 to determine if additional reporting units exist within our operating segments based on the availability of discrete financial information that is regularly reviewed by segment management. We determined that we have nine reporting units: Instant Products, U.S. Lottery Systems, International Lottery Systems, SG Gaming, legacy U.K. Gaming, Casino Management Systems, Table Products, Social Gaming, and SG Digital. The change in our reporting units resulted in the allocation of $116.9 million of the previous Interactive reporting unit goodwill balance to the new Social Gaming reporting unit with the remaining $7.5 million allocated to the new SG Digital reporting unit, which allocation was determined based on the relative fair value approach in accordance with ASC 350.

The table below reconciles the change in the carrying value of goodwill by business segment for the period from
December 31, 2017 to June 30, 2018.
Goodwill
 
Gaming
 
Lottery
 
Interactive
 
Social
 
Digital
 
Totals
Balance as of December 31, 2017
 
$
2,475.5

 
$
356.2

 
$
124.4

 
$

 
$

 
$
2,956.1

Reporting unit reallocation adjustment

 

 

 
(124.4
)
 
116.9

 
7.5

 

Acquired goodwill (1)

 

 

 

 

 
376.4

 
376.4

Foreign currency adjustments
 
(8.4
)
 
(1.8
)
 

 
(1.8
)
 
(7.7
)
 
(19.7
)
Balance as of June 30, 2018
 
$
2,467.1


$
354.4

 
$


$
115.1

 
$
376.2

 
$
3,312.8

(1) Tentative and preliminary based on our preliminary purchase price allocation as described in Note 1.

(9) Software, net
Software, net consisted of the following:


21


 
 
June 30, 2018
 
December 31, 2017
Software
 
$
1,054.9

 
$
1,003.2

Accumulated amortization
 
(739.1
)
 
(663.8
)
Software, net
 
$
315.8

 
$
339.4

The following reflects amortization of software included within D&A:
 
 
Three Months Ended

Six Months Ended
 
 
June 30,

June 30,
 
 
2018

2017

2018

2017
Amortization expense
 
$
42.4

 
$
36.1

 
$
81.3

 
$
72.4


(10) Equity Investments
Equity investments totaled $209.2 million and $253.9 million as of June 30, 2018 and December 31, 2017, respectively. We received distributions and dividends totaling $42.1 million and $41.0 million during the six months ended June 30, 2018 and 2017, respectively, primarily related to our LNS equity investment. During the second quarter of 2018, we made our second pro-rata concession funding payment to LNS of $74.3 million (€60.0 million) relating to extension of the concession for a period of up to nine years.

(11) Long-Term and Other Debt
February 2018 Refinancing Transaction
On February 14, 2018, we successfully completed a series of financing transactions, including a private offering of an additional $900.0 million principal amount of our 2025 Secured Notes, €325.0 million of new 2026 Secured Euro Notes and €250.0 million of new 2026 Unsecured Euro Notes, and an amendment to our credit agreement to refinance our existing term loan B-4 facility and increase the term loans outstanding by $900.0 million under a new term loan B-5 facility (collectively referred to as the "February 2018 Refinancing"). We used the net proceeds of the February 2018 Refinancing to redeem $2,100.0 million of our outstanding 2022 Secured Notes, prepay a portion of our revolver borrowings under our credit agreement and pay accrued and unpaid interest thereon plus related premiums, fees and expenses. In connection with the amendment to our credit agreement, the interest rate on our term loans was decreased from LIBOR plus 3.25% to LIBOR plus 2.75%. We also increased the amount of the revolving credit agreement by $24.0 million to $620.2 million through October 18, 2018, with a step-down in availability at that time to $445.7 million until the extended maturity on October 18, 2020.
In connection with the February 2018 Refinancing, we reflected $25.8 million in financing costs presented primarily as a reduction to long-term debt.

Outstanding Debt and Capital Leases


22


The following table reflects our outstanding debt:
 
 
As of