8-K
Light & Wonder, Inc. (LAWIL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15\(d\) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2022
Light & Wonder, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 81-0422894 |
|---|---|
| (State or other jurisdiction of incorporation) | (IRS Employer<br><br> <br>Identification No.) |
001-11693
(Commission File Number)
6601 Bermuda Road, Las Vegas, NV 89119
(Address of registrant’s principal executive office)
(702) 897-7150
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.001 par value | LNW | The NASDAQ Stock Market |
| Preferred Stock Purchase Rights | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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.
Item 7.01. Regulation FD Disclosure.
As previously announced, Light & Wonder, Inc. (formerly known as Scientific Games Corporation) (the “Company”) is hosting an Investor Day meeting on Tuesday, May 17, 2022. Attached as Exhibit 99.1 are materials to be used by representatives of the Company in connection with the Investor Day presentations. The materials and a webcast of the presentations will be accessible online through the Investors section of the Company’s website located at www.lnw.com.
On May 17, 2022, the Company also issued a press release announcing its Investor Day meeting and supplementing its Investor Day presentations. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibits 99.1 and 99.2 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Investor Day Presentation, dated May 17, 2022. |
| 99.2 | Press Release, dated May 17, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 17, 2022 | LIGHT & WONDER, INC. | ||
|---|---|---|---|
| By: | /s/ Constance P. James | ||
| Name: | Constance P. James | ||
| Title: | Executive Vice President, Chief Financial<br><br> Officer, Treasurer and Corporate Secretary |
Exhibit 99.1
2022Investor Day May 17, 2022
2022 Investor Day Agenda Welcome Barry Cottle & Jim Bombassei Board Chair Address Jamie Odell Strategic Overview & Opportunity Barry Cottle Gaming Matt Wilson iGaming Dylan Slaney SciPlay Josh Wilson Cross-Platform Initiatives Panel Siobhan Lane, Rich Schneider, Nathan Drane, CameronStewart, Rob Procter Financial Discussion Connie James Q&A Lunch 2 © 2022 LIGHT & WONDER | CONFIDENTIAL
3 Forward-Looking Statements © 2022 LIGHT & WONDER |
CONFIDENTIAL In this presentation, Light & Wonder, Inc. \(“Light & Wonder,” “L&W” or the “Company”\) makes “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. 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: the impact of the COVID-19 pandemic and any resulting unfavorable social, political, economic and financial conditions, including the temporary and potentially recurring
closure of casinos and lottery operations on a jurisdiction-by-jurisdiction basis; risks relating to the intended sale of certain Lottery Business subsidiaries \(Scientific Games International GmbH, and its two subsidiaries \(the “Austrian
Business”\)\), for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022 and the sale of our Sports Betting business, which
is expected to be completed in the third quarter of 2022, both subject to applicable regulatory approvals and in the case of the sale of our Sports Betting business, other customary closing conditions \(“Pending Divestitures”\), including
lack of assurance regarding the timing of completion of the pending and proposed transactions and related risks associated with the ongoing operations and activities of the Sports Betting Business, that certain deferred tax assets may not
be realized relative to the anticipated tax gain from these divestitures, that the transactions will yield additional value or will not adversely impact our business, financial results, results of operations, cash flows or stock price; our
inability to successfully execute our new strategy and impending rebranding initiative; our inability to further de-lever and position the Company for enhanced growth with certain net proceeds from the completed Lottery business sale and
the Pending Divestitures; slow growth of new gaming jurisdictions, slow addition of casinos in existing jurisdictions and declines in the replacement cycle of gaming machines; risks relating to foreign operations, including anti-corruption
laws, fluctuations in currency 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 continuing
uncertainty following the U.K.’s withdrawal from the European Union; 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; U.S. and
international economic and industry conditions; level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs; the transition from
LIBOR to SOFR, which may adversely affect interest rates; 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; competition; inability to win, retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts; the impact of U.K. legislation approving the reduction of fixed-odds betting
terminals maximum stakes limit on LBO operators, including the related closure of certain LBO shops; 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; changes in demand for our products and services; inability to benefit from, and risks associated with, strategic equity investments and relationships; inability to achieve some or all of the anticipated
benefits of SciPlay being a standalone public company; dependence on suppliers and manufacturers; SciPlay’s dependence on certain key providers; ownership changes and consolidation in the gaming industry; fluctuations in our results due to
seasonality and other factors; security and integrity of our products and systems, including the impact of any security breaches or cyber-attacks; protection of our intellectual property, inability to license third-party intellectual
property and the intellectual property rights of others; reliance on or failures in information technology and other systems; 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; reliance on technological blocking systems; challenges or disruptions
relating to the completion of the domestic migration to our enterprise resource planning system; laws and government regulations, both foreign and domestic, including those relating to gaming, data privacy and security, including with
respect to the collection, storage, use, transmission and protection of personal information and other consumer data, and environmental laws, and those laws and regulations that affect companies conducting business on the internet,
including online gambling; legislative interpretation and enforcement, regulatory perception and regulatory risks with respect to gaming, especially internet wagering, social gaming and sports wagering; changes in tax laws or tax rulings,
or the examination of our tax positions; opposition to legalized gaming or the expansion thereof and potential restrictions on internet wagering; significant opposition in some jurisdictions to interactive social gaming, including social
casino gaming and how such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino gaming specifically, and how this could result in a prohibition
on interactive social gaming or social casino gaming altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations; expectations of shift to regulated digital gaming or sports
wagering; 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 digital gaming; the continuing evolution of the scope of data
privacy and security regulations, and our belief that the adoption of increasingly restrictive regulations in this area is likely within the U.S. and other jurisdictions; incurrence of restructuring costs; goodwill impairment charges
including changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets; stock price volatility; failure to maintain adequate internal control over financial reporting; dependence on key
executives; natural events that disrupt our operations, or those of our customers, suppliers or regulators; and expectations of growth in total consumer spending on social casino gaming.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 Securities and Exchange Commission \(“SEC”\),
including the Company’s current reports on Form 8-K and quarterly reports on Form 10-Q and its latest Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021 on March 1, 2022 \(including under the headings “Forward
Looking Statements” and “Risk Factors”\). 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.Additional NotesThis presentation 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, social and digital gaming industries than the same industries in the U.S.Due to rounding, certain numbers
presented herein may not precisely agree or total to the previously reported amounts.Discontinued OperationsOn September 27, 2021, we entered into a definitive agreement to sell our Sports Betting business to Endeavor Group Holdings, Inc.
in a cash and stock transaction, subject to applicable regulatory approvals and other customary conditions. On October 27, 2021, we entered into a definitive agreement to sell our Lottery business to Brookfield Business Partners L.P.
together with its institutional partners in a cash transaction, subject to applicable regulatory approvals and customary closing conditions. On April 4, 2022 we completed sale of the Lottery Business, with the exception of the Austria
Business, to Brookfield Business Partners L.P. for $5.6 billion in gross cash proceeds with the sale of the Sports Betting Business expected to be completed in the third quarter of 2022, subject to applicable regulatory approvals and other
customary conditions. Accordingly, the financial results for our Lottery business and the Sports Betting business presented herein have been reclassified to discontinued operations and prior period Lottery and Sports Betting balance sheet
balances have been reclassified to the Asset and Liabilities held for sale lines on the Condensed Consolidated Balance Sheet presented herein in accordance with Accounting Standard Codification 205-20, Presentation of Financial Statements -
Discontinued Operations. We report our operations in three business segments—Gaming, SciPlay and iGaming—representing our different products and services.
Jamie OdellExecutive Chair 4 © 2022 LIGHT & WONDER | CONFIDENTIAL
Business & Strategy OverviewBarry Cottle
6 Transformed Company. Positioned to Win. © 2022 LIGHT & WONDER | CONFIDENTIAL Large MarketOpportunity Unmatched Position Top Talent & Culture Compelling Investment Thesis Clear Roadmap
$70B TAM Future of Games…Huge, Growing & Converging 2025 Global Total Addressable Market ("TAM") - based on internal market assessment and consideration of Eilers data.Internal analysis of regulated B2C L&W markets TAM from H2GC base.2021E figures as per Eilers & Kreijcik custom ad-hoc analysis and reports. 7 © 2022 LIGHT & WONDER |
CONFIDENTIAL $27B\(2\)iGAMING $36B\(3\)SOCIAL &CASUAL $7B\(1\)GAMING
8 Leading Cross-Platform Global Game Company © 2022 LIGHT & WONDER | CONFIDENTIAL Only Company with Leading Positions AcrossGaming, iGaming and Social Singularly Focused on Building Great Games and Franchises Healthy Balance Sheet Positioned to Unlock Shareholder Value Positioned to Win & Drive ShareholderValue
LAND-BASED GAMING iGAMING Slots Tables Systems Content Aggregation PAM SOCIAL GAMINGSocial Casino Casual PEER 1 - - - - PEER 2 - - PEER 3 - - - - PEER 4 - - - - - - - PEER 5 - - - - - PEER 6 - - - - - - Leading Positions with Unmatched Competitive Advantages 9 © 2022 LIGHT & WONDER | CONFIDENTIAL
Unmatched Portfolio of Evergreen Franchises 10 The MONOPOLY name and logo, the distinctive design of the game board, the four corner squares, the MR. MONOPOLY name and character, as well as each of the distinctive elements of the board, cards, and the playing pieces are trademarks of Hasbro for its property trading game and game equipment and are used with permission. © 2022 Hasbro. All Rights Reserved. Licensed by HasbroWILLY WONKA & THE CHOCOLATE FACTORY and all related characters and elements © & ™ Warner Bros. Entertainment Inc. (s22)THE WIZARD OF OZ and all related characters and elements © & ™ Turner Entertainment Co. Judy Garland as Dorothy from THE WIZARD OF OZ. (s22) All other logos signify marks owned by Light & Wonder. © 2022 Light & Wonder. All Rights Reserved.© 2022 LIGHT & WONDER | CONFIDENTIAL
11 Leading Aggregation Platform and Systems Business #1 #1 300+ 500k 400+ iGaming aggregator operators studio 60+ partners Land-based systems solution connected EGMs operators Global market share US market share © 2022 LIGHT & WONDER | CONFIDENTIAL
12 Clear Roadmap to Drive Long Term Value © 2022 LIGHT & WONDER | CONFIDENTIAL 1 Creating great content and franchises across Gaming, iGaming and Social 2 Expanding in high-growth digital markets 3 Enabling a seamless player experience with leading platforms 4 De-levering and maximizing cash flow to drive shareholder returns 5 Driven by high performing talent and culture
13 Double-Digit CAGR GrowthHigh Recurring & Digital Revenues 15%(1) (2)Targeted Consolidated AEBITDA CAGR by 2025 $10BTargeted Capital Creation by 2025 $1.4B(2)Targeted ConsolidatedAEBITDA by 2025 45%(2)Targeted FCF Conversion by 2025 © 2022 LIGHT & WONDER | CONFIDENTIAL Attractive Shareholder Value Creation Framework4-Year CAGR through 2025 Compound Annual Growth Rate calculated based on 12/31/2021 financial information.Additional information on the non-GAAP financial measures, Targeted Consolidated AEBITDA and FCF (free cash flows) conversion, is available in the Appendix.
Leading global game and platform provider Unmatched market positions and cross-platform capability Transformed balance sheet Double-digit CAGR growth, with high margins and robustcash flow generation Enhanced shareholder value Compelling Investment Thesis © 2022 LIGHT & WONDER | CONFIDENTIAL 14 Leading the Future of the Game Industry
Executive Leadership Team © 2022 LIGHT & WONDER | CONFIDENTIAL 15 Sustainability Diversity, Equity & Inclusion Responsible Gaming Victor Blanco Chief Technology Officer(1) Barry CottlePresident & CEO Matt WilsonCEO, Gaming Connie James CFO, Treasurer & Corporate Secretary Dylan SlaneyCEO, iGaming Josh WilsonCEO, SciPlay Rich SchneiderChief Product Officer Roxane Lukas Interim Chief People Officer James SottileChief Legal Officer Michael LorelliChief Strategy Officer Steve Stamstad SVP, Marketing & Communications Siobhan Lane SVP, Gaming - Chief Commercial Officer (1) Effective June 2022.
GamingMatt Wilson
17 Positioned to Take Share and Drive Shareholder Value © 2022 LIGHT & WONDER | CONFIDENTIAL A stable, resilient global marketAn established leader protected by high barriers to entryWell positioned to capture growth opportunities in the twolargest profit poolsThe right playbook to capitalize on substantial growth opportunitiesA proven leadership team and the best talent in the industry
18 Leading End-to-End Solutions Provider © 2022 LIGHT & WONDER | CONFIDENTIAL SlotsTable Games Systems
~80kglobal leasedslots & tables 500k+connected system EGM’s globally Licensed in345jurisdictions 18kglobal EGM sales in 2021 >50%of average global revenue is recurring, and growing 19 © 2022 LIGHT & WONDER | CONFIDENTIAL Unmatched Scale and BreadthB Y T H E N U M B E R S ( 1 ) (1) As of and for the year ended December 31, 2021.
Operating in a Stable, Resilient Industry... Gaming Gross Revenue has demonstrated consistent growth since 2000 $30,000$0 $60,000 $90,000 $120,000 $150,000 2003 2006 2009 2012 2015 2018 2021 U.S. GROSS GAMING REVENUE(1)$ in billions (1) GGR according to H2 Gambling Capital. 20 © 2022 LIGHT & WONDER | CONFIDENTIAL
…with High Barriers to Entry… 21 © 2022 LIGHT & WONDER | CONFIDENTIAL L&W’s leading position protected by economic moats Highly regulated industry Significantcap-ex neededto succeed & longdevelopmentlead times Limited pool of top talent Long-term customer relationships
77% 87% The top 4providers are maintaining market share throughthe industry’sexpansion 22 © 2022 LIGHT & WONDER | CONFIDENTIAL 90% GAMING SALES 80% PREMIUM GAMING LEASES Top 4 Other SYSTEMS TABLES …Reinforcing Established Leading Providers2021 North American Market Share(1) (1) Eilers 2021 North American Market Share by Supplier other than tables market share data based on internal analysis.
23 $7B 2025 TAM Opportunity as Global Gaming Market Fully Recovers © 2022 LIGHT & WONDER |
CONFIDENTIAL $7B TOTAL ADDRESSABLE MARKET\(1\) \(1\) Based on internal market assessments and consideration of Eilers data. North America International ~80% ~20%
Defending Leading Positions and Capturing Growth Opportunity in Slots # 2 # 1 In systems and tables (1) In gaming leases and sales(1) Positioned to capturesignificant shareof the industry’slargest profit pools 24 © 2022 LIGHT & WONDER | CONFIDENTIAL $2,600 $2,400 $700 $500 Gaming Leases Gaming Sales Systems Tables 2019 TOTAL ADDRESSABLE MARKET(2) $ in Millions ~20% ~20% ~40% ~50% Light & Wonder 2019 Revenue Total Market Revenue Eilers Market Share by Supplier.Global TAM combination of Eilers data and internal assessments where secondary market research data does not exist.
Transforming the business and capitalizing on core strengths to build onleadership position 25 Executing a Strategy to Outpace Recovery and Capture Share © 2022 LIGHT & WONDER | CONFIDENTIAL Disciplined management to support investments Investment in R&D to fuel growth Focus on talent to unleash potential
26 Transforming Gaming to Optimize the Business and Fuel Growth © 2022 LIGHT & WONDER | CONFIDENTIAL We are building on our foundation to unlock the power of our platformEstablishing a Global Operating ModelExecuting on Strategic Management SystemIncreasing Investment Capacity through Right- Sized Cost Base
Revitalizing the Engine of Our Business 2019Inherited a R&D program that wasDecentralized and regionally structured Not building right games for right markets Not focused on largest revenue opportunities TODAYUnlocked the power of R&D investment Increased disciplined R&D spend Aligned with highest market opportunities Gaining insights via global operating model 27 © 2022 LIGHT & WONDER | CONFIDENTIAL Focused investments in R&D & CapEx drives significant returns & fuels ourfuture growth (1) CapEx primarily focused on North America Gaming Operations. Increasing Investment in R&D & CapEx(1) 12%in R&D
Steady Growth in Premium Install Base Demonstrates Strategy is Working 28 © 2022 LIGHT & WONDER |
CONFIDENTIAL Delivered all-time high of 43%of North American base in premium game leases NORTH AMERICA GAMING OPERATIONSPremium as % of North America Installed Base 2021 42% 37% 2020 36% 2019 2025 43% 1Q22
Developing Next Generation Offerings for Each Market Segment 29 © 2022 LIGHT & WONDER |
CONFIDENTIAL KASCADA MURAL KASCADA DUALSCREEN LANDMARK 7000
30 © 2022 LIGHT & WONDER | CONFIDENTIAL Proven Leadership Team Siobhan LaneChief Commercial Officer Anthony FirmaniChief Operating Officer Rich SchneiderChief Product Officer Brian PierceSVP North America Sales Nathan DraneSVP Global ProductManagement Victor BlancoChief Technology Officer(1) Alex Vinogradov Chief Financial Officer (1) Effective June 2022.
31 © 2022 LIGHT & WONDER | CONFIDENTIAL Aligning our top talent with our most promising growth opportunities through Global Creative Centers Focused on Game Design Talent to Unleash Potential Michael MastropietroChicago Qin YouAustralia Ted HaseLas Vegas Roger SnowLas Vegas
32 Unmatched Portfolio of Hit Franchises… …With More on theWay Strong proprietary evergreen franchises… The MONOPOLY name and logo, the distinctive design of the game board, the four corner squares, the MR. MONOPOLY name and character, as well as each of the distinctive elements of the board, cards and the playing pieces are trademarks of Hasbro for its property trading game and game equipment and are used with permission. © 2022 Hasbro. All Rights Reserved. Licensed by HasbroWILLY WONKA & THE CHOCOLATE FACTORY and all related characters and elements © & ™ Warner Bros. Entertainment Inc. (s22)THE WIZARD OF OZ and all related characters and elements © & ™ Turner Entertainment Co. Judy Garland as Dorothy from THE WIZARD OF OZ. (s22) All other logos signify marks owned by Light & Wonder. © 2022 Light & Wonder. All Rights Reserved.(1) Company management estimates © 2022 LIGHT & WONDER | CONFIDENTIAL …3 of the top 4 (1)licensed 3rd party game franchises
Significant Accomplishments to Date 7 Consecutive quartersof growthin premium Gaming leases 43%of NA base, all timehigh Our shift in focus is maximizing results 2X (1) Ship sharein Australia 33 © 2022 LIGHT & WONDER | CONFIDENTIAL ~ 3,400 Units sold in North America in Q1 2022 Steadily growing share in Class 3 NA replacement segment (1) Based on internal reporting 2021 versus 2020.
34 Positioned to Take Share and Drive Shareholder Value © 2022 LIGHT & WONDER | CONFIDENTIAL We operate in a stable, resilient global marketWe are an established leader protected by high barriers to entryWe are well positioned to capture growth opportunitiesin the two largest profit poolsWe have the right playbook to capitalize on substantial growth opportunitiesWe have a proven leadership team and the best talent in the business
iGamingDylan Slaney
We are creators who are passionate about delivering the best digital experiences to players. We change the game by buildingnew worlds of play. The iGaming Team Dylan SlaneyEVP, CEO iGaming Sue DawsonDeputy General Counsel Bob HaysChief Commercial Officer Dan O’DonoghueTransformation Katie ByersChief People Officer Verity LavenderChief Marketing Officer Rob Procter1PP Content 36 © 2022 LIGHT & WONDER | CONFIDENTIAL Nick BannonChief Financial Officer
37 Unique. Leading.And Positioned to Win. Leading content offering Unparalleled platform & capabilities Fast growing opportunity Differentiated position and value creation © 2022 LIGHT & WONDER | CONFIDENTIAL
38 A World of Entertainment Through ONE INTEGRATION We connect players, studios and operators globally to deliver an unparalleled digital entertainment experience.We make it easy for operators to manage regulatory frameworks & gameplay and provide seamless player account & payment services. © 2022 LIGHT & WONDER | CONFIDENTIAL
39 Leading and Trusted iGaming Ecosystem © 2022 LIGHT & WONDER | CONFIDENTIAL Content creation Digital PAM + Live Casino Unparalleled combination of solutions
Unparalleled content in regulated markets3k+ Games 1PP Content Leveraging L&W’s evergreen franchises and digital native content 2PP Content Developed in collaboration with partner studios 3PP ContentAggregated from third party studios 40 © 2022 LIGHT & WONDER | CONFIDENTIAL (1) OGS GGR internal data Q1 2022. 50%(1)OF OGS VOLUME
PLAYERS OUR STUDIOS PARTNER STUDIOS (EXAMPLES) OPERATORS INTEGRATION ONE Leading iGaming Platform 60+STUDIO PARTNERS 300+OPERATOR BRANDS 41 © 2022 LIGHT & WONDER | CONFIDENTIAL
Positioned to Capture Meaningful Share Internal analysis of regulated B2C L&W markets TAM from H2GC base and for FY2025.L&W Internal analysis and consensus based on available public quoted sources. 42 © 2022 LIGHT & WONDER | CONFIDENTIAL $27B+ TAM FY25(1) 23%(2)CAGR 21/25 Markets covered in TAMAdditional growth opportunities
43 © 2022 LIGHT & WONDER | CONFIDENTIAL 25%Market Share 3XAvg Bet Size v UK 8B+Game Rounds $4BFY21 TAM 2XGGR/Adultv OSB 52%YTD marketgrowth The World’s Fastest Growing iGaming Market (1) (2) Internal OGS Data & market share and available industry results for Q1 2022.Selected market stats/sources – E&K April 2022, H2GC, Macquarie Research April 2022.
44 What If iGaming Followed All Mobile Sports States? LIVE LEGAL – NOT LIVE ACTIVE OR PRE-FILEDLEGISLATION 60% © 2022 LIGHT & WONDER | CONFIDENTIAL AGA US Sports Betting Mobile legal landscape as of May 10, 2022.Macquarie Research April 2022. (1) OSB Population Penetration by FY23(2)
13% of USPopulation 25% of USpopulation $13bn Size of UK & EU today50% of USPopulation 5x75% of USPopulation $4B $7.8B $15.5B $23.2B GGR/AdultBase $120PA $116 MI $149 NJ $205US Avg $146 Current state of US iGaming US Sports estimated to be 60% of US population by FY23 $30B7.5x HIGHER GGR/ADULT 30% FY22 GROWTH RATE 45 The US GGR Size of the Prize(1) (1) Internal analysis based on publicly available market data and estimations for U.S. Live Casino. © 2022 LIGHT & WONDER | CONFIDENTIAL
46 Strategic Growth Pillars © 2022 LIGHT & WONDER | CONFIDENTIAL 1 Extend leading position in first-party content 2 Win in North America 3 Accelerate the growth of OpenGaming 4 Launch live Casino – U.S. share gain
1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T 47 © 2022 LIGHT & WONDER | CONFIDENTIAL + = Unparalleled Position Games and Franchises Players Love
48 © 20 LIGHT & WONDER | CONFIDENTIAL Our First Party Content Continues to Out-Perform(1)16/20Top games on OGS in the US Market are L&W 1PP Games#1 US Top Grossing Game88 Fortunes#1 UK Game launchRainbow Riches – Rainbow Frenzy#1 US Game launchHurricane Horse Coin Combo 1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T (1) Internal OGS data and E&K market reports.
49 Leading Digital Native Content B I G G E S T E V E R L A U N C H B I G G E S T E V E R L A U N C H 1 . E X T E N D L E A D I N G P O S I T I O N I N F I R S T - P A R T Y C O N T E N T 7CONSECUTIVE MONTHSOF GROWTH RECORDQ1’22 & APR YOY © 2022 LIGHT & WONDER | CONFIDENTIAL
Unmatched. Scale. Product Portfolio. Relationships. 2 . W I N N I N G I N N O R T H A M E R I C A Land-based Content Digital-first Content Content Aggregation Player Account Management Live Casino PEER 1 - - - PEER 2 - PEER 3 - PEER 4 - - - 50 © 2022 LIGHT & WONDER | CONFIDENTIAL
51 © 2022 LIGHT & WONDER | CONFIDENTIAL Unparalleled and scalable offering that makes us an invaluable partner to both content studios and operators Winning the U.S. 2 . W I N N I N G I N N O R T H A M E R I C A New Vegas studio with 100% focus on U.S. Leading land-based and digital native content Market-leading U.S.-focused jackpot strategy
52 © 2022 LIGHT & WONDER | CONFIDENTIAL
53 © 2022 LIGHT & WONDER | CONFIDENTIAL Industry-leading Data Science New Player Segments INSIGHTS from ALL GAMES Strategic Asset Informing game roadmaps and decisions Unparalleled Entertainment. Unparalleled Data & Insights. 50B+ANNUAL GAME ROUNDS 3 . A C C E L E R A T E T H E G R O W T H O F O P E N G A M I N G (1) Internal OGS data 2021/2022. (1)
Player engagement Exclusivity & flexibility L&W IP Open gaming Player convergence 54 Winning in Live Casino © 2022 LIGHT & WONDER | CONFIDENTIAL 4 . L A U N C H L I V E C A S I N O – U S S H A R E G A I N Live IN THE US IN Q4 2022 (1) (1) Targeted launch date.
Key Takeaways © 2022 LIGHT & WONDER | CONFIDENTIAL Unmatched ecosystem to offer players Uniquely positioned as a developer and distributor Expanding share in growing markets Accelerating investments in content and tech Operating at the heart of digital convergence 55 An unbeatable platform from which to seize tremendous opportunity in the iGaming market
Josh Wilson
Agenda Who We Are Our OpportunityOur Strategy For Success Our Financial Profile 57 © 2022 SCIPLAY | CONFIDENTIAL
Our team brings a deep breadth of knowledge built over an average of 25 years work experience in digital and entertainmentand an average tenure of 13 years at SciPlay Joshua J. WilsonChief Executive Officer Aaron SchurmanFounder and Chief Gamer Forrest StoweChief Technology Officer Destry DavisonManaging Director, Casino Noga HalperinChief Revenue Officer Jim ThompsonChief Business Officer Danny MoyChief Strategy Officer 58 The SciPlay Team © 2022 SCIPLAY | CONFIDENTIAL Kimber DallVP of People Operations Daniel O’QuinnInterim CFO Rob GustafsonGeneral Counsel
59 Studios Around the World © 2022 SCIPLAY | CONFIDENTIAL CEDAR FALLS, IOWA We draw on a wealth of global talent to create innovative games Bangalore, India Oulu, FinlandKyiv, Ukraine Austin, Texas Ankara, Turkey Tel Aviv, Israel
60 Driving Compelling Organic Growth © 2022 SCIPLAY | CONFIDENTIAL DRIVING SUBSTANTIAL GROWTH Revenue, $ in millions (1)Since 2012more than2xthe social casino market $95 $123 $169 $275 $361 $416 $466 $582 $606 $222012 (U) 2013 (U) 2014 (U) 2015 2016 2017 2018 2019 2020 2021 48%growth in ARPDAU(2)since 2019 8.9%payer conversion(3) in last two quarters 0.6Maverage monthly paying usersin 1Q ‘22 44.5%CAGR As per Eilers & Krejcik reports.Average Revenue Per Daily Active User.Average Monthly Paying Users (MPU) for the period divided by Average Monthly Active Users (MAU) for the same period (payer conversion).Note: Revenue for the fiscal years 2012-2014 are unaudited and derived from the audited financial statements and accounting records of Light & Wonder, Inc. (formerly known as Scientific Games Corporation).
61 Capturing Significant Market Opportunity © 2022 SCIPLAY | CONFIDENTIAL $ Mobile Games SciPlay Market 100BO(1pp)ortunity CasualPuzzle games Card games Board gamesHyper-casual games Social Casino $$2386BB(1() 1) +15% YoY $8B(1)+8% YoY (1) 2021E figures as per Eilers & Krejcik custom ad-hoc analysis and reports.
62 How We Make andRun Games © 2022 SCIPLAY | CONFIDENTIAL Simple Core Gam e Meta Games Data & Economy New UserReach Live Ops/ Events
63 How We Are Growing Our Business © 2022 SCIPLAY | CONFIDENTIAL Scaling our current core games Adding new games to the portfolio Project X NEW GAME 2 NEW GAME 3 + NEW GAMES
64 Investing in the SciPlay Engine to Scale and Grow Games © 2022 SCIPLAY | CONFIDENTIAL Project All-Star
65 Project All-Star Impact © 2022 SCIPLAY | CONFIDENTIAL 1 Q 2022 REVENUE RECORDS Achieved 6th consecutive quarterly revenue record Delivered one of the highest quarterly revenues Record quarterly revenue A MRPPU( 2 ) ARPDAU(3) 6.1% PAYER CONVERSION RATE (1) 8.9% 1Q19 1Q22 +46 % $76.51 $92. 45 1Q19 1Q22 +21 % $0.48 $0.7 4 1Q19 1Q22 +54 % Average Monthly Paying Users (MPU) for the period divided by Average Monthly Active Users (MAU) for the same period (payer conversion).Average Monthly Revenue Per Paying User.Average Revenue Per Daily Active User.
66 Investing in the SciPlay Engine to Scale and Grow Games © 2022 SCIPLAY |
CONFIDENTIAL Direct to Consumer PlatformData Science & Analytics Investment in Ad TechProject All-Star SciPlayEngine
67 © 2022 LIGHT & WONDER | CONFIDENTIAL Similarplayer type Similargame loop Similarlive ops / meta Launching New GamesStrong synergies between Social Casino and Casual Adding 1 to 2 new games per year
68 We are Layering on New Games… © 2022 SCIPLAY | CONFIDENTIAL Bingo Showdown Revenue Launched Solitaire Pets Adventure in December 100% organically developed our first casual game leveraging their talent and game design expertise 3x Project X
69 © 2022 SCIPLAY | CONFIDENTIAL Diligent process of finding great companies Talent & Culture Products and Technology Capabilities Strong Financial Profile Broadens global player network Expands first party data Diversifies revenue streams in growing $13B(1) global mobile in-game advertising market Daily active users (DAUs) 1.7MMonthly active users (MAUs) 27.8M Over last 2 years, 6 Games Reached # 1 Top Free Game(2) Synergies to SciPlay on Day 1: …Complemented by Great Game Creators and Operators Alictus Acquisition As per Eilers & Krejcik custom ad-hoc analysis and reports.U.S. App Store as per data.ai
70 Investing in Talent © 2022 LIGHT & WONDER | CONFIDENTIAL Recruiting the best talent in the business & building great employer brandingBuilding a culture that embraces innovation and develops our peopleCreating opportunities for our teammates to grow & excel CKATCBEEYAUDDINSVATG, VIRUANIKFVL,AOR,TLIAERSLXIERSNA,,A,EISIENOLDWI A
Becoming the Leading Diversified Mobile Game Company, Singularly Focused on Players Social Casino Casual Leading Diversified Portfolio Evolution powered by SciPlay engine
Deliver Growth by Scaling Core Business and Launching New Games I LLUSTRATIVE REVENUE GROWTH Layering in newrevenue Fueling growth in core business CORE GAMES NEW GAMES 72 © 2022 SCIPLAY | CONFIDENTIAL
73 Executing Our StrategyResults in a Strong Financial Profile © 2022 SCIPLAY | CONFIDENTIAL Healthy margin and highly cash generative business delivers strong balance sheet REVENUE $466 $606 FY19 FY21 +30 % AEBITDA (1) $122 $186 FY19 FY21 +52 % FREE CASH FLOW (1) $82 $149 FY19 FY21 +82 % All numbers are in millions.(1) Adjusted EBITDA (AEBITDA) and Free Cash Flow denote non-GAAP financial measures and are reconciled to the most directly comparable GAAP measure in the tables in the appendix.
74 Becoming a Diversified Mobile Game Company © 2022 SCIPLAY | CONFIDENTIAL Grow Core Business Positioned to win share and drive long-term sustainable growth Launch New Games Invest in SciPlay Engine Invest in Talent Increase Shareholder Value
The Power of Cross- Platform P R O P R I E T A R Y & C O N F I D E N T I A L
76 © 2022 LIGHT & WONDER | CONFIDENTIAL “Players engage with us 30% more when they play in both channels compared to just a single channel.” British Columbia Lottery Corporation (BCLC)
The Power of Cross- Platform Panel Siobhan LaneChief Commercial Officer | Light & Wonder Rich SchneiderChief Product Officer | Light & Wonder Nathan DraneSVP Global Product Management | Light & Wonder Cameron StewartVP Product Management | SciPlay Rob ProcterVP Game Development | Light & Wonder 77 © 2022 LIGHT & WONDER |
CONFIDENTIAL
Financial Outlook & Capital DeploymentConnie James
79 © 2022 LIGHT & WONDER | CONFIDENTIAL Value Creation Framework Enhanced Shareholder Value
80 Strong Foundation with Transformed Financial Profile © 2022 LIGHT & WONDER | CONFIDENTIAL DIGITAL REVENUES RECURRING REVENUES( 1) ~75%2021 ~40%2021 ADJUSTED NET DEBT LEVERAGE RATIO ( 2)( 3) CONSOLIDATED AEBITDA MARGIN ( 2) Includes Gaming Operations, ongoing Gaming systems maintenance, table services/rental agreements, iGaming and SciPlay revenues.Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in our Appendix.Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery business sale in Q2 2022. 35%1Q22 3.7xDown 65% from peak net debt leverage ratio(2) as of year end 2020
81 © 2022 LIGHT & WONDER | CONFIDENTIAL targeted 15% 2021 – 2025 CAGR(2) 2021 2025 $793M CONSOLIDATED AEBITDA(1) Sustainable Double-Digit GrowthGROWTH DRIVERS iGaming - $27B TAMU.S. and International proliferationParticipate in all parts of the value chainShare gains with increase in original content and expansion into Live-dealer Gaming - $7B TAMRobust product roadmapShare gains in Game Ops and Game SalesFull global market recovery Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in the Appendix.Compound Annual Growth Rate.Additional information on the non-GAAP financial measure targeted Consolidated AEBITDA is available in the Appendix.Average Revenue Per Daily Active User. targeted$1.4B (3) Collective$70B TAM SciPlay - $36B TAMSocial casino business outpace market growthGrow ARPDAU (4) in line with peersGrowing pipeline of games with expansion in casual and into ad monetization
82 © 2022 LIGHT & WONDER | CONFIDENTIAL NORTH AMERICA GAMING OPERATIONS GAME SALES Source: Internal data & Max Gaming industry estimates.Source: Eilers 4Q21 & CY21 Suppliers KPI.Source: Eilers 4Q21 Tables & Slots. 42% 37% 36% Market leader in Tables and Shufflers(3)Grow market leading positions with best-in-class IP driving recurring revenue #1 position in global Systems(2)iView4 upgrades to drive cashless adoptionExpect to exceed revenues achieved in 2019 NORTH AMERICA SYSTEMS Grew Premium installed base 14 ppt from 2019 to 2021Premium units at record 43% of North America Installed Base at 1Q22Expect Premium mix to be 50% of North America Installed Base by 2025 TABLES 12% 21% 2021 2025 2021 2025 ANZShare(1) N.A.Share(2) Expect full market recovery in North America in 2023Expect to have cabinets in all critical segments by end of 2022Nearly doubled ANZ share YoY in 2021 with potential for incremental share gains Sustainable Double Digit Growth Profile: Gaming Premium as % of North America Installed Base 43% 2019 2020 2021 1Q22 2025 #1
83 Sustainable Double Digit Growth Profile: iGaming © 2022 LIGHT & WONDER | CONFIDENTIAL (1) Targeted growth based on internal data on OpenGaming System platform. Legalization in the U.S. and new international territories coming on boardGrowing original content to take shareLeveraging aggregation platform to scaleLeading digital walletLive-dealer expansion L&W receiving a percentage of Global NGR and participating in all parts of the value chain 2021 2025 2021 2025 U.S. B2B Market Share(1) U.K. & Europe B2B Market Share(1) ~25% ~15% Building Blocks $27BTAM
84 © 2022 LIGHT & WONDER | CONFIDENTIAL Expect SciPlay to outpace market growthInvestments to drive engagement and monetizationClosing ARPDAU(2) gap with industry peers 2021(3) 2025(4) Market Share Amounts as per Eilers & Krejcik custom ad-hoc analysis and reports.Average Revenue Per Daily Active User.Source: Eilers 4Q21 & CY21 Social Casino Tracker.Targeted growth based on internal data. ~8% Launching new gamesExpanding into ad monetizationBuilding direct to consumer platform Sustainable Double Digit Growth Profile: SciPlay Evolving into a diversified mobile game developer $36Bsocial and casual TAM (1) Casual Social Casino
85 © 2022 LIGHT & WONDER | CONFIDENTIAL Cost realignmentRationalized gaming product portfolioInstituted global supply chainReduced facilities footprintLeaned into cost-efficient developmentcentersReengineered processes to drive improved cash conversion cycle Executing on Margin Expansion Initiatives Continue to have rigor around our expense base while driving incremental savings to the bottom line $100M COST OPTIMIZATION Key Initiatives Disciplined Reinvestment Reinvested in R&DFocusing on highest ROI opportunitiesAll investments must meet financial hurdles
86 Highly Cash Generative Business © 2022 LIGHT & WONDER | CONFIDENTIAL 2021 2022 to 2025(3) 2020 FREE CASH FLOW CONVERSION( 1) $M 2019 Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in the tables in the Appendix for 2019-2021. Free cash flow data for 2019 through Q1 2022 represents combined free cash flow of discontinued and continuing operations.Term loan interest rate calculated based on the current interest rate, undrawn revolving credit facility and a portion of 2025 Secured Notes reflective of an interest rate of approximately 2.946% as a result of certain cross-currency interest rate swap agreements, more fully described in the principal debt balance supplemental information at the end of this release.Additional information on the non-GAAP financial measure targeted Free Cash Flow Conversion is available in the Appendix. targeted45% INTEREST EXPENSE $M $478M 2021 Post Lottery Sale and Refinancing Transactions Post Sports Betting Sale $225M(2) run-rate annualized cash interest savings 23%17% 33%
87 Significant Capital Creation2022 to 2025 © 2022 LIGHT & WONDER | CONFIDENTIAL ~$5.8B 45% $up to 2.3B2.5x to 3.5x targeted net debtleverage ratio(1) Lottery Sale and Pending Sports Betting Divestiture After-tax Cash Proceeds TargetedDebt Capacity (1) Additional information on the non-GAAP financial measures targeted Free Cash Flow Conversion rate and net debt leverage ratio is available in the Appendix. Targeted Free Cash FlowConversion rate (1) $10B targetAvailable Capital to Deploy
88 Pursuing Balanced and Opportunistic Capital Allocation Strategy to Enhance Value © 2022 LIGHT & WONDER |
CONFIDENTIAL 123 Debt Reduction Returning Capital to Shareholders Through Share Repurchases Disciplined Investment in Key Growth Opportunities
89 Transformed Balance Sheet & Credit Profile © 2022 LIGHT & WONDER | CONFIDENTIAL Denotes a non-GAAP financial measure and is reconciled to the most directly comparable GAAP measure in our Appendix.Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery business sale in Q2, 2022.Additional information on the non-GAAP financial measure targeted net debt leverage ratio is available in the Appendix. 9.6x 6.1x 3.7x 2.5x to 3.5x 1Q21 1Q22 Targeted Net Debt Leverage Ratio(3)Post Sports Betting Sale NET DEBT LEVERAGE RATIO(1) $B Net Debt$8.3 Net Debt$8.4 >63%REDUCTION 7 TURNS Net Debt$3.3 Adjusted Q1 2022 NetDebt Leverage Ratio(2)
90 Returning Significant Capital Through Share Repurchase © 2022 LIGHT & WONDER | CONFIDENTIAL Continue to be an active buyer of our shares in the market (1) The amount and share count as of May 9, 2022. $750MShare Repurchase Program $147M or 2.5MShares Purchased(1) ~2.5%of Shares Outstanding
Investing to Grow Organically R&D CAPEX ~$1.9B Scaling original game launchesEvery dollar invested in content R&D is highly accretive PLANNED R&D & CAPEX INVESTMENTS 2022 - 2025R&D ~10% OF REVENUE Grow Premium Gaming Operations footprintModernize our systemsEnhance digital platformsScale live-dealer business CAPEX ~7% OF REVENUE 91 © 2022 LIGHT & WONDER | CONFIDENTIAL
92 Disciplined Approach to Investing © 2022 LIGHT & WONDER | CONFIDENTIAL INORGANIC Exceeds Financial Hurdles Complements Core Capabilities Accelerates Strategic Considerations PERFORMANCE OF RECENT ACQUISITIONS Lightning Box achieved 7 consecutive record months of GGR Launching a new U.S. title everymonth ELK posted record GGR levels since acquisition Launching content in the U.S. in 2H2022
93 © 2022 LIGHT & WONDER | CONFIDENTIAL Significant Capital AllocationTarget $10B createdby 2025 Key Takeaways Enviable and Durable Financial Profile $1.4B of targeted Consolidated AEBITDA by 2025(1) Radically Transformed Balance Sheet Equity Story (1) Additional information on the non-GAAP financial measure targeted Consolidated AEBITDA is available in the Appendix. Delivering Significant Shareholder Value
Q&A P R O P R I E T A R Y & C O N F I D E N T I A L
Leading global game and platform provider Unmatched market positions and cross-platform capability Transformed balance sheet Double-digit CAGR growth, with high margins and robustcash flow generation Enhanced shareholder value Compelling Investment Thesis © 2022 LIGHT & WONDER | CONFIDENTIAL 95 Leading the Future of the Game Industry
Appendix P R O P R I E T A R Y & C O N F I D E N T I A L
97 © 2022 LIGHT & WONDER | CONFIDENTIAL Non-GAAP financial measures The Company’s management uses the following non-GAAP financial measures in conjunction with GAAP financial measures: Consolidated AEBITDA (representing continuing operations), AEBITDA from discontinued operations, Combined AEBITDA, Free cash flow (representing continuing operations), Free cash flow conversion, Free cash flow from discontinued operations, Combined free cash flow, EBITDA from equity investments included in discontinued operations, Net debt and Net debt leverage ratio, Adjusted net debt reflecting refinancing transactions and the Lottery Business sale and Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale and Adjusted outstanding debt (each, as described more fully below). These non-GAAP financial measures are presented as supplemental disclosures. They should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. The non-GAAP financial measures used by the Company may differ from similarly titled measures presented by other companies. Specifically, the Company’s management uses Consolidated AEBITDA to, among other things: (i) monitor and evaluate the performance of the Company’s continuing operations; (ii) facilitate management’s internal and external comparisons of the Company’s consolidated historical operating performance; and (iii) analyze and evaluate financial and strategic planning decisions regarding future operating investments and operating budgets. In addition, the Company’s management uses Consolidated AEBITDA to facilitate management’s external comparisons of the Company’s consolidated results from continuing operations to the historical operating performance of other companies that may have different capital structures and debt levels. The Company’s management uses Adjusted outstanding debt, Net debt and Net debt leverage ratio in monitoring and evaluating the Company’s overall liquidity, financial flexibility and leverage and management uses Adjusted Net debt and Adjusted Net debt leverage ratio as supplemental information reflecting impact of refinancing transactions and the Lottery Business sale occurring in April 2022. As described in this presentation, the Company divested its Lottery business excluding the sale of certain international Lottery business subsidiaries (Scientific Games International GmbH, and its two subsidiaries (the “Austria Business”)), for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, with $104 million in additional expected gross cash proceeds, subject to customary closing conditions. and is in the process of divesting its Sports Betting businesses and as such, historical financial information for these businesses is classified as discontinued operations, as described above. The Company’s management believes that Combined AEBITDA, Combined free cash flow and Free cash flow conversion are useful during the period until the disposition occurs as they provide management and investors with information regarding the Company’s combined financial condition and operating performance under the structure as of March 31, 2022, including for prior period comparisons, as the Company is finalizing the divestiture and transforming the Company’s strategy. Additionally, as the business held for sale is still subject to our debt agreements, the Company uses Combined AEBITDA in determining its debt compliance as required under its debt covenants. In addition, as these entities are still consolidated, Combined free cash flow provides greater visibility into cash available for the continuing operations to use in investing and financing decisions as this Free cash flow remains available for such decisions. The Company’s management believes that these non-GAAP financial measures are useful as they provide management and investors with information regarding the Company’s financial condition and operating performance that is an integral part of management’s reporting and planning processes. In particular, the Company’s management believes that Consolidated AEBITDA and Combined AEBITDA are helpful because these non-GAAP financial measures eliminate the effects of restructuring, transaction, integration or other items that management believes are less indicative of the ongoing underlying performance of continuing operations or on a combined basis, (as more fully described below) and are better evaluated separately. Moreover, management believes EBITDA from equity investments included in discontinued operations is useful to investors because the Company’s Lottery business is conducted through a number of equity investments, and this measure eliminates financial items from the equity investees’ earnings that management believes have less bearing on the equity investees’ performance. Management believes that Free cash flow and Combined free cash flow provide useful information regarding the Company’s liquidity and its ability to service debt and fund investments. Management also believes that Free cash flow and Combined free cash flow are useful for investors because they provide investors with important perspectives on the cash available for debt repayment and other strategic measures, after making necessary capital investments in property and equipment, necessary license payments to support the ongoing business operations, adjustments for changes in restricted cash impacting working capital and taking into account cash flows relating to the Company’s equity investments. Additionally, management believes that AEBITDA from discontinued operations and Free cash flow from discontinued operations provide useful information regarding the Company’s operations that are in the process of being divested and provide the impact of those businesses on the overall financial results for the periods presented as they currently remain under the current structure of the Company. These non-GAAP measures are derived based on the historical records and include only those direct costs that are allocated to discontinued operations and as such do not include all of the expenses that would have been incurred by these businesses as a standalone company or other Corporate and shared allocations and such differences might be material.Consolidated AEBITDA (representing AEBITDA from continuing operations)Consolidated AEBITDA, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure of the Company’s continuing operations and is reconciled to net income (loss) from continuing operations as the most directly comparable GAAP measure, as set forth in the schedule titled “Reconciliation of Net Income Attributable to L&W to Consolidated AEBITDA – Continuing Operations.” Consolidated AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. Consolidated AEBITDA may differ from similarly titled measures presented by other companies. Consolidated AEBITDA is reconciled to Net income (loss) attributable to L&W and includes the following adjustments: (1) Net income attributable to noncontrolling interest; (2) Net income from discontinued operations, net of tax; (3) Restructuring and other, which 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; (4) Depreciation amortization and impairment charges and Goodwill impairments; (5) change in fair value of investments and Gain on remeasurement of debt; (6) Interest expense; (7) Income tax expense (benefit); (8) Stock-based compensation; and (9) Other income, net including foreign currency (gains) and losses, and earnings from equity investments. AEBITDA is presented exclusively as our segment measure of profit or loss. The forward-looking non-GAAP financial measure targeted Consolidated AEBITDA represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted Consolidated AEBITDA to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.AEBITDA from Discontinued OperationsAEBITDA from discontinued operations, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure for the Company’s discontinued operations and is reconciled to net income from discontinued operations, net of tax as the most directly comparable GAAP measure, as set forth in the schedule titled “Reconciliation of Net Income from Discontinued Operations, Net of Tax to AEBITDA from Discontinued Operations.” AEBITDA from discontinued operations should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. AEBITDA from discontinued operations may differ from similarly titled measures presented by other companies. AEBITDA from discontinued operations is reconciled to Net income from discontinued operations, net of tax and includes the following adjustments: (1) Restructuring and other, which 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; (2) Depreciation, amortization and impairment charges and Goodwill impairments; (3) Income tax expense; and (4) Stock-based compensation and other, net. In addition to the preceding adjustments, we exclude Earnings from equity investments and add (without duplication) discontinued operations pro rata share of EBITDA from equity investments, which represents their share of earnings (whether or not distributed) before income tax expense, depreciation and amortization expense, and interest expense, net of our joint ventures and minority investees, which is included in our calculation of AEBITDA from discontinued operations.
98 Non-GAAP financial measures (continued) © 2022 LIGHT & WONDER | CONFIDENTIAL Combined AEBITDACombined AEBITDA, as used herein, is a non-GAAP financial measure that combines Consolidated AEBITDA (representing our continuing operations), AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations and is presented as a supplemental disclosure. Combined AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company's financial statements filed with the SEC. Combined AEBITDA may differ from similarly titled measures presented by other companies.Free Cash Flow - Continuing OperationsFree cash flow, as used herein, represents net cash provided by operating activities from continuing operations less total capital expenditures, less payments on license obligations, less contributions to equity method investments plus distributions of capital from equity investments, and adjusted for changes in restricted cash impacting working capital. Free cash flow is a non-GAAP financial measure that is presented as a supplemental disclosure for illustrative purposes only and is reconciled to net cash provided by operating activities, the most directly comparable GAAP measure, in a schedule below and representing Free cash flows of our continuing operations.Free Cash Flow from Discontinued OperationsFree cash flow from discontinued operations, as used herein, represents net cash provided by operating activities from discontinued operations less total capital expenditures, less payments on license obligations, less contributions to equity method investments plus distributions of capital from equity investments, and adjusted for changes in restricted cash impacting working capital. Free cash flow from discontinued operations is a non-GAAP financial measure that is presented as a supplemental disclosure for illustrative purposes only and is reconciled to net cash provided by operating activities from discontinued operations, the most directly comparable GAAP measure, in a schedule below.Combined Free Cash FlowCombined free cash flow, as used herein, represents a non-GAAP financial measure that combines Free cash flows from continuing operations and Free cash flows from discontinued operations and is presented as a supplemental disclosure for illustrative purposes only.EBITDA from Equity InvestmentsEBITDA from equity investments, as used herein, represents our share of earnings (loss) (whether or not distributed to us) plus income tax expense, depreciation and amortization expense (inclusive of amortization of payments made to customers for LNS), interest (income) expense, net, and other non-cash and unusual items from our joint ventures and minority investees. EBITDA from equity investments is a non-GAAP financial measure that is presented as supplemental disclosure for illustrative purposes only and is reconciled to earnings (loss) of equity investments, the most directly comparable GAAP measure, in a schedule below.Net Debt and Net Debt Leverage RatioNet debt is defined as total principal face value of debt outstanding, the most directly comparable GAAP measure, less combined cash and cash equivalents. Principal face value of debt outstanding includes the face value of debt issued under Senior Secured Credit Facilities, Senior Notes and Subordinated Notes, which are all described in Note 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and in Note 11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, but it does not include other long term obligations of $3 million primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470. In addition, principal face value of debt outstanding with respect to the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes are translated at the constant foreign exchange rate at issuance of these notes as those amounts remain payable at the original issuance amounts in Euro. Net debt leverage ratio, as used herein, represents Net debt divided by Combined AEBITDA (as defined above). The forward-looking non-GAAP financial measure targeted net debt leverage ratio represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted net debt leverage ratio to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.Adjusted Outstanding Debt, Adjusted Net Debt and Adjusted Net Debt Leverage Ratio, all Reflecting Refinancing Transactions and the Lottery Business SaleAdjusted outstanding debt as used herein, is a non-GAAP financial measure, that represents the principal amount of outstanding debt as of March 31, 2022 that conforms to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q, adjusted for the impact of the April 14, 2022 refinancing transactions. Adjusted net debt reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as net debt as of March 31, 2022, plus pending Austria Lottery business proceeds of approximately $104 million less cash held at Lottery business. Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as adjusted net debt reflecting refinancing transactions and the Lottery Business sale divided by Combined AEBITDA for the last twelve months, excluding Lottery Business operations and certain immaterial continuing operations equity method investments.Targeted Free Cash Flow Conversion RateThe forward-looking non-GAAP financial measure targeted free cash flow conversion rate, represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted free cash flow conversion rate to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.
99 L&W Reconciliation of Consolidated AEBITDA — Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions. Refer to the Consolidated AEBITDA - continuing operations and AEBITDA from discontinued operations definitions below for a description of items included in restructuring and other.EBITDA from Equity Investments is a non-GAAP financial measure reconciled to Earnings from equity investments on slide 104.AEBITDA from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct costs that are allocated to discontinued operations. See above for further description and disclaimers associated with this non-GAAP measure.Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to non-GAAP financial measure definitions above for further details.
100 L&W Reconciliation of Principal Face Value of Debt Outstanding to Net Debt Leverage Ratio © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions Refer to the reconciliation of Combined AEBITDA included on slide 99 titled "L&W Reconciliation of Consolidated AEBITDA — Continuing Operations, AEBITDA fromDiscontinued Operations and Combined AEBITDA” for the periods presented.Exchange rate impact is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes translated at constant foreign exchange rate at issuance of these notes as compared to the current exchange rate.Includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments.
101 Consolidated ABETIDA Margin © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millionsRefer to the reconciliation of Consolidated AEBITDA included in the table titled "L&W Reconciliation of Consolidated AEBITDA --Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA” for the periods presented on slide 99.Consolidated AEBITDA Margin is calculated as Consolidated AEBITDA as a percentage of revenue.
102 L&W Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow – Continuing Operations and Combined Free Cash Flow © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions. Represents cash taxes and cash interest paid on our existing debt, which has not historically been allocated to our business segments. We present this column to provide the impact of our current debt structure on our operating cash flows from continuing operations to provide greater comparability to cash flows generated by our continuing and discontinued operations.Free cash flow from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct cash flows that are allocated to discontinued operations. See above for further description and disclaimers associated with this non-GAAP measure.Combined free cash flow consists of Free cash flow (representing Free cash flow from continuing operations) and Free cash flow from discontinued operations. Refer to non-GAAP financial measure definitions above for further details.
103 L&W Reconciliation of Combined Free Cash Flow Conversion © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions Refer to the “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow – Continuing Operations and Combined Free Cash Flow” on slide 102.Refer to the reconciliation of Combined AEBITDA included on slide 101 titled “L&W Reconciliation of Consolidated AEBITDA – Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA" for the periods presented.Combined free cash flow conversion, as used herein, represents the ratio by which Combined AEBITDA is converted into Combined Free Cash Flow.
104 L&W Reconciliation of Earnings from Equity Investments to EBITDA from Equity Investments © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions(1) Combined EBITDA from equity investments consists of EBITDA from both discontinued and continuing operations equity investments.
105 Principal Debt Balance Supplemental Information © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions. Principal amount of outstanding debt as of March 31, 2022 represents the outstanding principal value of debt balances that conform to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q. Adjusted outstanding principal value represents the principal amount of outstanding debt as of March 31, 2022 adjusted for the impact of the April refinancing transactions, $98 million of SGI Term Loan B-5 principal reduction and $160 million pay down of the SGI Revolver related to 2022 payments before the refinancing transactions.We entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%.Primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470.
106 Reconciliation of Adjusted Net Debt Reflecting Refinancing Transactions and the Lottery Business Sale & Adjusted Net Debt Leverage Ratio Reflecting Refinancing Transactions and the Lottery Business Sale © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions.Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to “L&W Reconciliation of Consolidated AEBITDA --Continuing Operations, AEBITDA from Discontinued Operations and Combined AEBITDA” on slide 101 and non-GAAP financial measure definitions above for further details.Adjusted for Lottery business discontinued operations and equity investments included in continuing operations.Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.Represents a reduction of principal amount of outstanding debt as of March 31, 2022 for the impact of April 14, 2022 refinancing transactions including principal reductions related to 2022 payments before the refinancing transactions. Refer to the Principal Debt Balance Supplemental Information table on slide 105.Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.Consists of $104 million in proceeds expected for the sale of the Austria Business, for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, subject to customary working capital adjustments and is less of $50 million of cash and cash equivalents of the Lottery Business as of March 31, 2022.
107 SciPlay: Reconciliation of Net Income Attributable to SciPlay to AEBITDA © 2022 LIGHT & WONDER |
CONFIDENTIAL Note: Unaudited, U.S. Dollars in millions\(1\) For 2021 period, includes $24.5 million legal settlement charge.
108 SciPlay: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow © 2022 LIGHT & WONDER | CONFIDENTIAL Note: Unaudited, U.S. Dollars in millionsRefer to the reconciliation of AEBITDA included on slide 107 titled “SciPlay: Reconciliation of Net Income Attributable to SciPlay to AEBITDA” for the periods presented.Free cash flow conversion, as used herein, represents the ratio by which AEBITDA is converted into Free Cash Flow.
Exhibit 99.2
| LNW Investor Day Highlights Press Release |
|---|
Light & Wonder Provides Business Strategy Details and Long-Term Targets at 2022 Investor Day
Uniquely Positioned With Unmatched Asset Mix and Leading Market Positions to Capitalize on Cross-Platform Opportunity in Estimated $70 Billion Market
Company Provides Targets Including Targeted 2025 Consolidated AEBITDA^(1^^)^ of $1.4 Billion and Targeted Total Capital Creation of $10 Billion from 2022 to 2025
Significantly De-Levered and Strengthened Credit Profile with Adjusted Net Debt Leverage Ratio^(1)(2)^Reduced to 3.7x and Clear Path to Targeted Net Debt Leverage Ratio Range^(1)^ of 2.5x to 3.5x
Company Continues to Actively Repurchase Shares Under Its $750 Million Share Repurchase Program
LAS VEGAS—May 17, 2022—Light & Wonder, Inc. (NASDAQ: LNW), formerly known as Scientific Games Corporation (“Light & Wonder” or the “Company”), is hosting its 2022 Investor Day today and providing an in-depth review of its strategy to drive sustainable double-digit growth and to drive long-term shareholder value.
As part of the investor day, Light & Wonder is providing the following financial targets for 2022 through 2025:
| ● | Double-digit growth with targeted 2025 Consolidated AEBITDA^(1)^ of $1.4 billion or a CAGR^(3)^ of 15%. |
|---|---|
| ● | Reaffirmed its targeted net debt leverage ratio range^(1)^ of 2.5x to 3.5x, further strengthening the Company’s balance sheet and credit profile. |
| --- | --- |
| ● | Significant cash flow generation, reflecting a targeted free cash flow conversion rate^(1)^ of 45% by 2025. |
| --- | --- |
| ● | Targeting a total of $10 billion of available capital to deploy through the Company’s balanced and opportunistic capital allocation priorities. |
| --- | --- |
“Over the last eighteen months we have transformed our business and paved the way for significant shareholder value creation,” said Light & Wonder Chief Executive Officer Barry Cottle. “As we look ahead, there is no better time to be in the industry, which is huge, growing, and converging. We have transformed ourselves to take full advantage of our unmatched market position to capitalize on this opportunity. Our unique asset mix and leading market positions provide unparalleled advantages to deliver games fully cross-platform.
(1) Represents a non-GAAP financial measure. Additional information on non-GAAP financial measures presented herein is available at the end of this release.
(2) Adjusted net debt leverage ratio represents net debt leverage ratio as of March 31, 2022, adjusted for April 2022 refinancing transactions and the Lottery Business sale, and excluding certain immaterial continuing operations equity method investments.
(3)^^CAGR based on 2021 Consolidated AEBITDA.
“This results in an enviable and durable financial profile, which includes double-digit growth, a high mix of recurring revenues and robust margins, all translating into robust cash flow generation. With a clear roadmap to take market share and drive long-term shareholder value creation, I’m very confident that Light & Wonder will be the one to lead the future of the game industry.”
Light & Wonder Chief Financial Officer Connie James added, “We are at an inflection point in our journey. We’ve moved rapidly to transform our Company and our balance sheet, significantly de-levering and positioning us to win. Our new path forward will lead to significant capital creation and with our balanced and opportunistic approach, we will continue to prioritize debt paydown, and return capital to shareholders through share repurchases and disciplined investments in our largest growth opportunities to unlock tremendous shareholder value.”
At today’s event, Light & Wonder is highlighting that it is:
| ● | Uniquely positioned to take advantage of estimated $70 billion game market TAM opportunity with a clear roadmap and strategy to win in a converging gaming world |
|---|---|
| o | Best talent in the industry creating hit games and franchises that players can enjoy anywhere provides a sustainable differentiation and a competitive advantage. |
| --- | --- |
| o | Only company with leadership positions across land-based, iGaming and social, with content that can be delivered anywhere. |
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| o | Greatest collection of IP and content, highlighting the breadth of Light & Wonder’s evergreen franchises. |
| --- | --- |
| o | Unrivaled aggregation platform and industry leading insights on players. |
| --- | --- |
| o | Deep relationship with operators, players and studios positions the Company to disproportionately benefit by connecting players across land-based and digital to create a seamless player<br> experience. |
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| o | Expanding into high-growth digital markets investing organically and inorganically. |
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| ● | Executing a balanced and opportunistic capital allocation strategy to unlock value |
| --- | --- |
| o | Paying down debt with the proceeds of the Lottery business sale and pending Sports Betting business divestiture to further strengthen Light & Wonder’s financial profile and transform Light<br> & Wonder into an equity story. |
| --- | --- |
| o | Returning substantial capital to shareholders by actively repurchasing shares under the Company’s $750 million share repurchase authorization. |
| --- | --- |
| o | Investing in key growth opportunities, prioritizing organic investments and taking a disciplined approach to M&A that delivers significant long-term value. |
| --- | --- |
Event Webcast Details and Replay
A live webcast of the presentations, including the question-and-answer session after the prepared remarks, will begin at 9 a.m. ET and conclude at approximately noon ET. To access the live webcast, please visit the Company’s website and click on the webcast link. The live webcast will also be available directly at newworldsofplay.com.
A replay of the webcast will be available approximately one hour after the webcast and will be archived on the Company’s website.
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About Light & Wonder, Inc.
Light & Wonder, Inc. (formerly known as Scientific Games Corporation), is the global leader in cross-platform games and entertainment. The Company brings together 5,000 employees from six continents to connect content between land-based and digital channels with unmatched technology and distribution. Guided by a culture that values daring teamwork and creativity, the Company builds new worlds of play, developing game experiences loved by players around the globe. Its OpenGaming^™^ platform powers the largest digital-gaming network in the industry. The Company is committed to the highest standards of integrity, from promoting player responsibility to implementing sustainable practices. To learn more, visit lnw.com.
CONTACTS
Investor Inquiries
Jim Bombassei, Senior Vice President of Investor Relations
jbombassei@lnw.com
Media Inquiries
Nick Lamplough / T.J. O’Sullivan / Lucas Pers, Joele Frank, Wilkinson Brimmer Katcher, +1 212 355 4449
Forward-Looking Statements
In this press release, the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” “target,” “estimate,” “continue,” “could,” “opportunity,” “should” or similar terminology. 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, uncertainties and other factors, including those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K that was filed with the SEC on March 1, 2022 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
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Non-GAAP Financial Measures
LIGHT & WONDER, INC. AND SUBSIDIARIES
\(Unaudited, in millions, except for ratios\)
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO L&W TO CONSOLIDATED AEBITDA –
CONTINUING OPERATIONS
| Twelve Months Ended | |||
|---|---|---|---|
| March 31, 2022 | |||
| Net income attributable to L&W | $ | 412 | |
| Net income attributable to noncontrolling interest | 15 | ||
| Net income from discontinued operations, net of tax | (382 | ) | |
| Net income from continuing operations | 45 | ||
| Restructuring and other | 182 | ||
| Depreciation, amortization and impairments | 409 | ||
| Other income, net | (24 | ) | |
| Interest expense | 473 | ||
| Income tax benefit | (318 | ) | |
| Stock-based compensation | 109 | ||
| Gain on remeasurement of debt and other | (23 | ) | |
| Consolidated AEBITDA - continuing operations | $ | 853 |
RECONCILIATION OF NET INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX TO AEBITDA FROM
DISCONTINUED OPERATIONS AND COMBINED AEBITDA
| Twelve Months Ended | |||
|---|---|---|---|
| March 31, 2022 | |||
| Net income from discontinued operations, net of tax | $ | 382 | |
| Income tax expense | 81 | ||
| Restructuring and other | 10 | ||
| Depreciation, amortization and impairments | 53 | ||
| EBITDA from equity investments | 76 | ||
| Earnings from equity investments | (38 | ) | |
| Stock-based compensation and other, net | (43 | ) | |
| AEBITDA from discontinued operations^(1)^ | $ | 521 | |
| EBITDA from equity investments - continuing operations^(2)^ | 9 | ||
| Combined AEBITDA^(2)^ | $ | 1,383 |
RECONCILIATION OF PRINCIPAL FACE VALUE OF DEBT OUTSTANDING TO
NET DEBT AND NET DEBT LEVERAGE RATIO
| As of | |||
|---|---|---|---|
| March 31, 2022 | |||
| Combined AEBITDA^(2)^ | $ | 1,383 | |
| Total debt | $ | 8,833 | |
| Add: Unamortized debt discount/premium and deferred financing costs, net | 77 | ||
| Add: Impact of exchange rate^(3)^ | 73 | ||
| Less: Debt not requiring cash repayment and other | (3 | ) | |
| Principal face value of debt outstanding | 8,980 | ||
| Less: Combined Cash and cash equivalents^(4)^ | 582 | ||
| Net debt | $ | 8,398 | |
| Net debt leverage ratio | 6.1 |
(1) AEBITDA from discontinued operations, a non-GAAP measure, is derived based on the historical records and includes only those direct costs that are allocated to discontinued operations. See below for further description and disclaimers associated with this non-GAAP measure.
(2) Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to non-GAAP financial measure definitions below for further details.
(3) Exchange rate impact is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes translated at constant foreign exchange rate at issuance of these notes as compared to the current exchange rate.
(4) Includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments.
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RECONCILIATION OF EARNINGS FROM EQUITY INVESTMENTS TO EBITDA FROM EQUITY
INVESTMENTS AND COMBINED EBITDA FROM EQUITY INVESTMENTS
| Twelve Months Ended | |||||
|---|---|---|---|---|---|
| March 31, 2022 | |||||
| Continuing Operations | Discontinued Operations | ||||
| Earnings from equity investments | $ | 5 | $ | 38 | |
| Add: Income tax expense | – | 11 | |||
| Add: Depreciation, amortization and impairments | 1 | 31 | |||
| Add: Interest income, net and other | 3 | (4 | ) | ||
| EBITDA from equity investments | $ | 9 | $ | 76 | |
| Combined EBITDA from equity investments^(1)^ | $ | 85 |
(1) Combined EBITDA from equity investments consists of EBITDA from both discontinued and continuing operations equity investments.
RECONCILIATION OF ADJUSTED NET DEBT REFLECTING REFINANCING TRANSACTIONS AND
THE LOTTERY BUSINESS SALE & ADJUSTED NET DEBT LEVERAGE RATIO REFLECTING
REFINANCING TRANSACTIONS AND THE LOTTERY BUSINESS SALE
| March 31, 2022 | Refinancing Transactions and Lottery Business Sale Adjustments | Adjusted Net Debt^^Reflecting Refinancing Transactions and the Lottery Business Sale & Adjusted Net Debt Leverage Ratio<br> Reflecting Refinancing Transactions and the Lottery Business Sale | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Combined AEBITDA^(1)^ | $ | 1,383 | $ | (496 | ) | ^(2)^ | $ | 887 | ||
| Total debt | $ | 8,833 | $ | 8,833 | ||||||
| Add: Unamortized debt discount/premium and deferred financing costs, net | 77 | 77 | ||||||||
| Add: Impact of exchange rate^(3)^ | 73 | 73 | ||||||||
| Less: Debt not requiring cash repayment and other | (3 | ) | (3 | ) | ||||||
| Principal face value of debt outstanding | $ | 8,980 | $ | (5,030 | ) | ^(4)^ | $ | 3,950 | ||
| Less: Combined Cash and cash equivalents^(5)^ | 582 | 54 | ^(6)^ | 636 | ||||||
| Net debt | $ | 8,398 | $ | 3,314 | ||||||
| Net debt leverage ratio | 6.1 | 3.7 |
(1) Combined AEBITDA consists of Consolidated AEBITDA - continuing operations, AEBITDA from discontinued operations and EBITDA from equity investments included in continuing operations. Refer to “Reconciliation of Net Income Attributable to L&W to Consolidated AEBITDA - Continuing Operations” above and non-GAAP financial measure definitions below for further details.
(2) Adjusted for Lottery business discontinued operations and equity investments included in continuing operations.
(3) Impact of exchange rate is the impact of translating our outstanding 2026 Secured Euro Notes and 2026 Unsecured Euro Notes, translated at constant foreign exchange rate at issuance of these notes.
(4) Represents a reduction of principal amount of outstanding debt as of March 31, 2022 for the impact of April 14, 2022 refinancing transactions including principal reductions related to 2022 payments before the refinancing transactions. Refer to the Principal Debt Balance Supplemental Information table below.
(5) As of March 31, 2022 includes cash and cash equivalents of both continuing operations and discontinued operations, as the combined amount is available for debt payments.
(6) Consists of $104 million in proceeds expected for the sale of the Austria Business, for which we are awaiting regulatory approval in Austria, which approval is expected to be received and the transaction to be completed by the end of the second quarter of 2022, subject to customary working capital adjustments and is less of $50 million of cash and cash equivalents of the Lottery Business as of March 31, 2022.
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PRINCIPAL DEBT BALANCE SUPPLEMENTAL INFORMATION
| Final<br><br> <br>Maturity | Rate(s) | Principal Amount of Outstanding Debt as of March 31, 2022^(1)^ | April 14, 2022 Refinancing Impact^(1)^ | Adjusted Outstanding Principal Value^(1)^ | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Senior Secured Credit Facilities: | ||||||||||
| SGI Revolver | 2024 | variable | $ | 160 | $ | (160 | ) | $ | – | |
| SGI Term Loan B-5 | 2024 | variable | 4,008 | (4,008 | ) | – | ||||
| New Term Loan | 2029 | variable | – | 2,200 | 2,200 | |||||
| SGI Senior Notes: | ||||||||||
| 2025 Secured Notes^(2)^ | 2025 | 5.000% | 1,250 | (1,250 | ) | – | ||||
| 2026 Secured Euro Notes | 2026 | 3.375% | 361 | (361 | ) | – | ||||
| 2025 Unsecured Notes | 2025 | 8.625% | 550 | – | 550 | |||||
| 2026 Unsecured Euro Notes | 2026 | 5.500% | 278 | (278 | ) | – | ||||
| 2026 Unsecured Notes | 2026 | 8.250% | 1,100 | (1,100 | ) | – | ||||
| 2028 Unsecured Notes | 2028 | 7.000% | 700 | – | 700 | |||||
| 2029 Unsecured Notes | 2029 | 7.250% | 500 | – | 500 | |||||
| Other^(3)^ | 2023 | 4.089% | 3 | – | 3 | |||||
| Total long-term debt outstanding | $ | 8,910 | $ | (4,957 | ) | $ | 3,953 |
(1) Principal amount of outstanding debt as of March 31, 2022 represents the outstanding principal value of debt balances that conform to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q. Adjusted outstanding principal value represents the principal amount of outstanding debt as of March 31, 2022 adjusted for the impact of the April refinancing transactions, $98 million of SGI Term Loan B-5 principal reduction and $160 million pay down of the SGI Revolver related to 2022 payments before the refinancing transactions.
(2) We entered into certain cross-currency interest rate swap agreements to achieve more attractive interest rates by effectively converting $460 million of the fixed-rate, U.S. Dollar-denominated 2025 Secured Notes, including the semi-annual interest payments through October 2023, to a fixed-rate Euro-denominated debt, with a fixed annual weighted average interest rate of approximately 2.946%.
(3) Primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470.
Combined AEBITDA
Combined AEBITDA, as used herein, is a non-GAAP financial measure that combines Consolidated AEBITDA (representing our results of continuing operations), AEBITDA from discontinued operations, and EBITDA from equity investments included in continuing operations and is presented as a supplemental disclosure and more fully described in the Company’s first quarter 2022 earnings release furnished with our Current Report on Form 8-K dated May 10, 2022.
Consolidated AEBITDA (representing AEBITDA from continuing operations)
Consolidated AEBITDA, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure of the Company’s continuing operations and is reconciled to net income (loss) from continuing operations as the most directly comparable GAAP measure, as set forth in the schedule above. Consolidated AEBITDA should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. Consolidated AEBITDA may differ from similarly titled measures presented by other companies. Consolidated AEBITDA includes the following adjustments: (1) net income attributable to noncontrolling interest; (2) net income from discontinued operations, net of tax; (3) restructuring and other, which 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; (4) depreciation and amortization expense and impairment charges and goodwill impairments; (5) change in fair value of investments and gain (loss) on remeasurement of debt; (6) interest expense; (7) income tax benefit; (8) stock-based compensation; and (9) other (income) expense, net including foreign currency (gains), and losses and earnings from equity investments.
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The forward-looking non-GAAP financial measure targeted Consolidated AEBITDA represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted Consolidated AEBITDA to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.
AEBITDA from Discontinued Operations
AEBITDA from discontinued operations, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure for the Company’s discontinued operations and is reconciled to net income from discontinued operations, net of tax as the most directly comparable GAAP measure, as set forth in the schedule above. AEBITDA from discontinued operations should not be considered in isolation of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read in conjunction with the Company’s financial statements filed with the SEC. AEBITDA from discontinued operations may differ from similarly titled measures presented by other companies. AEBITDA from discontinued operations includes the following adjustments: (1) restructuring and other, which 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; (2) depreciation and amortization expense and impairment charges and goodwill impairments; (3) income tax benefit; and (4) stock-based compensation and other, net. In addition to the preceding adjustments, we exclude (earnings) loss from equity investments and add (without duplication) discontinued operations pro rata share of EBITDA from equity investments, which represents their share of earnings (whether or not distributed) before income tax expense, depreciation and amortization expense, and interest expense, net of our joint ventures and minority investees, which is included in our calculation of AEBITDA from discontinued operations.
EBITDA from Equity Investments
EBITDA from equity investments, as used herein, represents our share of earnings (loss) (whether or not distributed to us) plus income tax expense, depreciation and amortization expense (inclusive of amortization of payments made to customers for LNS), interest (income) expense, net, and other non-cash and unusual items from our joint ventures and minority investments. EBITDA from equity investments is a non-GAAP financial measure that is presented as supplemental disclosure for illustrative purposes only and is reconciled to earnings (loss) of equity investments, the most directly comparable GAAP measure, in a schedule above.
Net Debt and Net Debt Leverage Ratio
Net debt is defined as total principal face value of debt outstanding, the most directly comparable GAAP measure, less combined cash and cash equivalents. Principal face value of debt outstanding includes the face value of debt issued under Senior Secured Credit Facilities, Senior Notes and Subordinated Notes, which are all described in Note 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Note 11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, but it does not include other long term obligations of $3 million primarily comprised of certain revenue transactions presented as debt in accordance with ASC 470. In addition, principal face value of debt outstanding with respect to the 2026 Secured Euro Notes and 2026 Unsecured Euro Notes are translated at the constant foreign exchange rate at issuance of these notes as those amounts remain payable at the original issuance amounts in Euro. Net debt leverage ratio, as used herein, represents Net debt divided by Combined AEBITDA (as defined above).
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The forward-looking non-GAAP financial measure targeted net debt leverage ratio represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted net debt leverage ratio to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.
Adjusted Outstanding Debt, Adjusted Net Debt and Adjusted Net Debt Leverage Ratio, all Reflecting Refinancing Transactions and the Lottery Business Sale
Adjusted outstanding debt as used herein, is a non-GAAP financial measure, that represents the principal amount of outstanding debt as of March 31, 2022 that conforms to the presentation found in Note 11 to the Consolidated Financial Statements in our March 31, 2022 Form 10-Q, adjusted for the impact of the April 14, 2022 refinancing transactions. Adjusted net debt reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as net debt as of March 31, 2022, plus pending Austria Lottery business proceeds of approximately $104 million less cash held at Lottery business. Adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale, as used herein, is a non-GAAP financial measure defined as adjusted net debt reflecting refinancing transactions and the Lottery Business sale divided by Combined AEBITDA for the last twelve months, excluding Lottery Business operations and certain immaterial continuing operations equity method investments.
Targeted Free Cash Flow Conversion Rate
The forward-looking non-GAAP financial measure targeted free cash flow conversion rate represents a goal for the Company and does not reflect Company guidance. We are not providing a forward-looking quantitative reconciliation of targeted free cash flow conversion rate to the most directly comparable GAAP measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding measures calculated in accordance with GAAP.
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