PLAYSTUDIOS, Inc 8-K/A, filed Sep 16, 2024

PLAYSTUDIOS, Inc. (MYPS)

8-K/A 2024-09-16 For: 2024-07-01

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Added on April 09, 2026

About this 8-K/A

PLAYSTUDIOS, Inc filed this 8-K/A on September 16, 2024, reporting on events of July 1, 2024.

Items reported

Item 9.01: Financial statements and exhibits

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Exhibit Number						Description
23.1						Consent of Frank, Rimerman + Co. LLP, independent auditor.
99.1 *						Audited financial statements of Pixode Games Limited as of and for the year ended December 31, 2023.
99.2 *						Unaudited financial statements of Pixode Games Limited as of March 31, 2024 and for the three months ended March 31, 2024.
99.3 *						Unaudited Pro Forma Condensed Combined Financial Information of PLAYSTUDIOS, Inc. and Pixode Games Limited as of March 31, 2024 and for the year ended December 31, 2023 and the three months ended March 31, 2024.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


PLAYSTUDIOS, Inc.

By:	/s/ Scott Peterson
	Name:	Scott Peterson
	Title:	Chief Financial Officer


	December 31, 2023
ASSETS
Current assets:
Cash	$	261,016
Accounts receivable	20,159
Income tax receivable	55,592
Other current assets	31,957
Total current assets	368,724
Property and equipment, net	17,819
Deferred income tax asset	22,591
Operating lease right-of-use asset	105,517
Total noncurrent assets	145,927
Total assets	$	514,651

LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities:
Accounts payable	286,139
Accrued and other current liabilities	566,645
Income tax payable	51,126
Operating lease liability	73,796
Long-term debt	7,829,747
Total current liabilities	8,807,453
Operating lease liability, noncurrent	31,719
Long-term debt, less current portion	150,000
Advance subscription agreement	850,000
Total noncurrent liabilities	1,031,719
Total liabilities	$	9,839,172

Commitments and contingencies (Notes 7 and 12)

Shareholder’s deficit:
Ordinary share capital, £1.00 par value (1,000 shares authorized, issued, and outstanding	1,332
Additional paid-in capital	1,179,148
Accumulated other comprehensive loss	(145,372)
Accumulated deficit	(10,359,629)
Total shareholder’s deficit	(9,324,521)
Total liabilities and shareholder’s deficit	$	514,651


	Year ended December 31, 2023
Net revenues	$	107,544
Operating expenses:
Cost of revenues(1)	24,440
Selling and marketing	1,449,454
Research and development	1,830,911
General and administrative	796,219
Depreciation	10,067
Total operating expenses	4,111,091
Loss from operations	(4,003,547)
Other expenses, net:
Interest expense, net	(306,557)
Other income, net	20,286
Total other expenses, net	(286,271)
Loss before income taxes	(4,289,818)
Income tax expense	(30,348)
Net loss	$	(4,320,166)


	Year ended December 31, 2023
Net loss	$	(4,320,166)
Other comprehensive loss:
Foreign currency translation adjustment	(307,776)
Comprehensive loss	$	(4,627,942)


	Ordinary Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholder’s Deficit
	Shares	Amount
Balance as of January 1, 2023	1,000	$	1,332	$	1,179,148	$	162,404	$	(6,039,463)	$	(4,696,579)
Net loss	—	—		—		—		(4,320,166)		(4,320,166)
Foreign currency translation adjustment	—	—		—		(307,776)		—		(307,776)
Balance as of December 31, 2023	1,000	$	1,332	$	1,179,148	$	(145,372)	$	(10,359,629)	$	(9,324,521)


	December 31, 2023
Cash flows from operating activities:
Net loss	$	(4,320,166)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	10,067
Deferred income tax expense	11,288
Amortization of operating lease right-of-use asset	70,283

Changes in operating assets and liabilities
Accounts receivable	(19,345)
Other current assets	7,317
Income tax receivable, net of payable	226,539
Accounts payable	198,863
Accrued and other current liabilities	195,383
Operating lease liability	(70,116)
Net cash used in operating activities	(3,689,887)

Cash flows from investing activities:
Purchase of property and equipment	(4,045)
Net cash used in investing activities	(4,045)

Cash flows from financing activities:
Proceeds from long-term debt	3,944,128
Payments on long-term debt	(1,075,013)
Proceeds from advance subscription agreement	850,000
Net cash provided by financing activities	3,719,115

Effect of foreign currency translation adjustment on cash	2,116

Net change in cash	27,299
Cash at beginning of period	233,717
Cash at end of period	$	261,016

Supplemental cash flow disclosure:

Income tax refunds, net of payments	$	230,445


			Estimated Useful Life
Computer and peripheral equipment			3 years
Office furniture and equipment			6.67 years
Leasehold improvements			Lesser of estimated useful life or remaining lease term


	December 31, 2023
Computer equipment and peripherals	29,062
Office furniture and equipment	5,717
Leasehold improvements	4,882
	39,661
Less: accumulated depreciation	(21,842)
Total property and equipment, net	$	17,819


	December 31, 2023
Accrued interest	440,121
Accrued payroll and vacation	90,618
Other current liabilities	35,906
Total other current liabilities	$	566,645


	December 31, 2023
Operating lease right-of-use asset, net	$	105,517

Operating lease liability, current	73,796
Operating lease liability, noncurrent	31,719
Operating lease liability, total	$	105,515

Remaining lease term, years	1.4
Discount rate	4.5		%


Year ending December 31,	Operating Lease
2024	$	78,148
2025	32,562



Thereafter	—
Total undiscounted cash flows	$	110,710
Less: imputed interest	$	5,195
Total lease liability	$	105,515


	December 31, 2023
Long-term debt, current	7,829,747
Long-term debt, noncurrent	150,000
Total borrowings	$	7,979,747


	Year Ended December 31, 2023
Virtual currency (over time)	$	64,702
Advertising (point in time)	42,842
Total net revenues	$	107,544



	Year Ended December 31, 2023
United States	$	70,565
United Kingdom	9,976
All other countries	27,003
Total net revenues	$	107,544


*			Filed herewith.


	Year Ended December 31, 2023
United Kingdom	$	(4,420,577)
Israel	130,759
Total income (loss)	$	(4,289,818)


	Year Ended December 31, 2023
Current tax expense	$	19,006
Deferred tax expense	11,342
Income tax expense	$	30,348


	Year Ended December 31, 2023
Expected expense at statutory rate	$	(902,363)
Earnings taxed at different foreign rate	(370,042)
Change in valuation allowance	1,302,753
Total income tax expense	$	30,348


	December 31, 2023
Deferred income tax assets:
Net operating loss carryforwards	$	2,615,928
Other assets	2,087
Other liabilities	20,504
Total gross deferred income tax assets	2,638,519
Less: valuation allowance	(2,615,928)
Net deferred income tax assets	$	22,591


	March 31, 2024
ASSETS
Current assets:
Cash	$	169,883
Accounts receivable	16,501
Income tax receivable	55,122
Other current assets	18,552
Total current assets	260,058
Property and equipment, net	15,281
Deferred income tax asset	22,400
Operating lease right-of-use asset	86,632
Total noncurrent assets	124,313
Total assets	$	384,371

LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities:
Accounts payable	228,307
Income tax payable	54,862
Accrued and other current liabilities	623,075
Operating lease liability	73,980
Long-term debt	7,854,677
Total current liabilities	8,834,901
Operating lease liability, noncurrent	12,650
Long-term debt, less current portion	50,000
Advance subscription agreement	1,337,500
Total noncurrent liabilities	1,400,150
Total liabilities	$	10,235,051

Commitments and contingencies (Notes 7 and 12)

Shareholder’s deficit:
Ordinary share capital, £1.00 par value (1,000 shares authorized, issued, and outstanding	1,332
Additional paid-in capital	1,179,148
Accumulated other comprehensive loss	(82,592)
Accumulated deficit	(10,948,568)
Total shareholder’s deficit	(9,850,680)
Total liabilities and shareholder’s deficit	$	384,371


	Three Months ended March 31, 2024
Net revenues	$	30,362
Operating expenses:
Cost of revenues(1)	6,675
Selling and marketing	257,447
Research and development	169,014
General and administrative	84,970
Depreciation	2,387
Total operating expenses	520,493
Loss from operations	(490,131)
Other expenses, net:
Interest expense, net	(90,203)
Other expenses	(4,436)
Total other expenses, net	(94,639)
Loss before income taxes	(584,770)
Income tax expense	(4,169)
Net loss	$	(588,939)


	March 31, 2024
Computer equipment and peripherals	$	28,816
Office furniture and equipment	5,668
Leasehold improvements	4,841
	39,325
Less: accumulated depreciation	(24,044)
Total property and equipment, net	$	15,281


	March 31, 2024
Accrued interest	$	533,688
Accrued payroll and vacation	18,659
Other current liabilities	70,728
Total other current liabilities	$	623,075


Year ending December 31,	Operating Lease
Remaining 2024	$	57,190
2025	31,772



Thereafter	—
Total undiscounted cash flows	$	88,962
Less: imputed interest	$	2,332
Total lease liability	$	86,630


	Three Months Ended March 31, 2024
Virtual currency (over time)	$	23,328
Advertising (point in time)	7,034
Total net revenues	$	30,362



	Three Months Ended March 31, 2024
United States	$	20,936

All other countries	9,426
Total net revenues	$	30,362


Total Consideration (in thousands, except share data)	Amounts
Cash consideration	$	3,500
Contingent consideration	3,533
Total consideration	$	7,033


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF MARCH 31, 2024
(in thousands)

	As of March 31, 2024		As of March 31, 2024
	Pixode Games Limited (Historical)		PLAYSTUDIOS, Inc. (Historical)		Reclassification Adjustments		Transaction Accounting Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash	$	170			$	(170)
Cash and cash equivalents			126,980		170		(170)		(A)	$	122,931
							(3,400)		(B)
							(649)		(C)
Accounts receivable	16				(16)
Receivables			31,944		16		(16)		(A)	31,944
Income tax receivable	55				(55)
Other current assets	19				(19)
Prepaid and other current assets			10,730		74		(74)		(A)	10,730
Total current assets	$	260	169,654		—		(4,309)			165,605

Non-current assets:
Property and equipment, net	15		17,905							17,920
Operating lease right-of-use assets	87		8,461							8,548
Intangible assets and internal-use software, net			108,386				1,660		(D)	110,046
Goodwill			47,133				5,358		(D)	52,491
Deferred income tax asset	22				(22)
Deferred income taxes			2,711		22		(22)		(A)	2,711
Other long-term assets			3,224							3,224
Total non-current assets	124		187,820		—		6,996			194,940
Total assets	$	384	$	357,474	$	—	$	2,687		$	360,545

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	228	$	3,817			$	(228)	(A)	$	3,817
Warrant liabilities			1,151							1,151
Operating lease liabilities, current	74		3,461							3,535
Long-term debt, current	7,855						(7,855)		(A)	—
Income tax payable	54				(54)
Accrued and other current liabilities	623				(623)
Accrued liabilities			29,029		677		(677)		(A)	29,129


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
(in thousands, except per share data)

	For the three months ended March 31, 2024
	Pixode Games Limited (Historical)		PLAYSTUDIOS, Inc. (Historical)		Reclassification Adjustments		Transaction Accounting Adjustments			Pro Forma Combined
Net revenues	$	30	$	77,828						$	77,858
Operating expenses:
Cost of revenue	7		18,951							18,958
Selling and marketing	257		18,576				5		(AA)	18,838
Research and development	169		18,021							18,190
General and administrative	85		11,779				5		(AA)	11,869
Depreciation	2				(2)
Depreciation and amortization			11,566		2		83		(BB)	11,651
Restructuring and related			638							638
Total operating costs and expenses	520		79,531		—		93			80,144
Income from operations	(490)		(1,703)		—		(93)			(2,286)
Other income (expense), net
Change in fair value of warrant liability			(64)							(64)
Interest expense	(90)		1,420				90		(CC)	1,420
Other income (expense), net	(5)		(106)							(111)
Total other income (expense), net	(95)		1,250		—		90			1,245
Loss before income taxes	(585)		(453)		—		(3)			(1,041)
Provision for income taxes	(4)		(114)				(4)		(DD)	(122)
Net loss	$	(589)	$	(567)	$	—	$	(7)		$	(1,163)

Class A Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted										119,117
Net loss attributable to common stockholders per share:
Basic and diluted										$	(0.01)

Class B Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted										16,458
Net loss attributable to common stockholders per share:
Basic and diluted										$	(0.01)


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in thousands, except per share data)

	For the year ended December 31, 2023
	Pixode Games Limited (Historical)		PLAYSTUDIOS, Inc. (Historical)		Reclassification Adjustments		Transaction Accounting Adjustments		Pro Forma Combined
Net revenues	$	108	$	310,886					$	310,994
Operating expenses:
Cost of revenue	24		77,800						77,824
Selling and marketing	1,450		74,360				19	(AA)	75,829
Research and development	1,831		70,298						72,129
General and administrative	796		45,072				20	(AA)	45,888
Depreciation	10				(10)
Depreciation and amortization			45,259		10		332	(BB)	45,601
Restructuring and related			8,584				649	(EE)	9,233
Total operating costs and expenses	4,111		321,373		—		1,020		326,504
Loss from operations	(4,003)		(10,487)		—		(1,020)		(15,510)
Other income (expense), net
Change in fair value of warrant liabilities			2,596						2,596
Interest expense	(307)		4,858				307	(CC)	4,858
Other income (expense), net	20		513						533
Total other income (expense), net	(287)		7,967		—		307		7,987
Income before income taxes	(4,290)		(2,520)		—		(713)		(7,523)
Provision for income taxes	(30)		(16,873)				(16)	(DD)	(16,919)
Net loss	$	(4,320)	$	(19,393)	$	—	(729)		$	(24,442)

Class A Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted									116,520
Net loss attributable to common stockholders per share:
Basic and diluted									$	(0.18)

Class B Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted									16,458
Net loss attributable to common stockholders per share:
Basic and diluted									$	(0.18)


	July 1, 2024
Cash consideration	$	3,400
Holdback	100
Contingent consideration, non-current	3,533
Total consideration transferred	$	7,033

Identifiable assets acquired and liabilities assumed:
Property and equipment, net	15
Developed technology	1,660
Total identifiable net assets	$	1,675

Goodwill	$	5,358