XML 51 R31.htm IDEA: XBRL DOCUMENT v3.8.0.1
Related Party Transactions
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions

The Company engages in business transactions with certain related parties which include (i) entities and individuals capable of exercising control, joint control, or significant influence over the Company, (ii) De Agostini or entities directly or indirectly controlled by De Agostini and (iii) unconsolidated subsidiaries or joint ventures of the Company. Members of the Company’s Board of Directors, executives with authority for planning, directing and controlling the activities of the Company and such Directors' and executives' close family members are also considered related parties. The Company may make investments in such entities, enter into transactions with such entities, or both.

Investments in Related Parties

From time to time, the Company makes strategic investments in publicly traded and privately held companies that develop software, hardware, and other technologies or provide services supporting its technologies. The Company may also purchase from or make sales to these organizations.

Ringmaster S.r.l.

The Company has a 50% interest in Ringmaster S.r.l., an Italian joint venture, which is accounted for using the equity method of accounting. Ringmaster S.r.l. provides software development services for the Company’s interactive gaming business pursuant to an agreement dated December 7, 2011. The Company's investment in Ringmaster S.r.l. was $0.8 million and $0.6 million at December 31, 2017 and 2016, respectively.

Yeonama Holdings Co. Limited and OPAP S.A.

The Company has a 30% interest in Yeonama Holdings Co. Limited (“Yeonama”), which is accounted for at cost. Yeonama is a shareholder in Emma Delta Limited, the fund that holds a 33% interest in OPAP S.A. (“OPAP”), the Greek gaming and football betting operator. Marco Sala, Chief Executive Officer of the Company and Board member, is a member of the board of directors of OPAP. The Company's investment in Yeonama was $23.1 million and $20.3 million at December 31, 2017 and 2016, respectively.

The Company provides sports betting and player account management systems to OPAP S.A. The Company is also a technology provider of VLT central systems to OPAP S.A.

Connect Ventures One LP and Connect Ventures Two LP

The Company has held investments in Connect Ventures One LP and Connect Ventures Two LP (the “Connect Ventures”) since 2011 and 2015, respectively. The Connect Ventures are venture capital funds which target ‘‘early stage’’ investment operations, with the legal status of limited partnership under English law. Each fund is considered a related party because at least one key figure in the fund’s management is related to a number of leading representatives of De Agostini S.p.A., as well as directors of the Company.

The Company’s investment in Connect Ventures One LP was $4.7 million and $4.2 million at December 31, 2017 and 2016, respectively. The Company accounts for this investment as an available-for-sale investment. The Company’s investment in Connect Ventures Two LP was $3.8 million and $1.7 million at December 31, 2017 and 2016, respectively. The Company accounts for its investment as an available-for-sale investment.

Transactions with Related Parties

De Agostini Group

The Company is majority owned by De Agostini S.p.A. Amounts receivable from De Agostini S.p.A. and subsidiaries of De Agostini S.p.A. (“De Agostini Group”) are non-interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space rented.

In addition, certain Italian subsidiaries of the Company have a tax unit agreement with De Agostini S.p.A. pursuant to which De Agostini S.p.A. consolidates certain Italian subsidiaries of De Agostini S.p.A. for the collection and payment of taxes to the Italian tax authority.

Autogrill S.p.A.

Gianmario Tondato da Ruos, a member of the board of directors of the Parent, is Chief Executive Officer and a director of Autogrill S.p.A. (“Autogrill”), a global operator of food and beverage services for travelers. Autogrill has a contract with the Company to sell scratch and win and lottery tickets in Italy.

Assicurazioni Generali S.p.A.

Assicurazioni Generali S.p.A. (“Generali”) is a related party of the Company as the Vice-Chairman of the Board also serves on Generali’s board of directors. In 2012, the Company entered into a lease agreement to lease the Company’s facility in Rome, Italy from a wholly-owned subsidiary of Generali.

Willis Towers Watson

A Board member, James McCann, is a member of the board of directors of Willis Towers Watson (previously Willis Group Holdings PLC) (“Willis Towers”), a global firm with offerings from insurance and reinsurance to retirement planning and health-care consulting. Another Board member, Sir Jeremy Hanley, was a member of the board of directors of Willis Ltd., a subsidiary of Willis Towers until February 2017. Effective November 1, 2017, Sir Jeremy Hanley retired from the Board and from his roles on the Audit Committee and the Nominating and Corporate Governance Committee. Willis Towers currently acts as a broker for the Company’s insurance needs.

Employment Arrangement

Enrico Drago, the son of Board member Marco Drago, was the CEO and a board member of the Company’s wholly owned subsidiary Lottomatica S.p.A. and a board member of Lottoitalia. On March 29, 2017, he resigned as CEO and board member of Lottomatica S.p.A. and on April 21, 2017, he resigned as a board member of Lottoitalia. Enrico Drago continues to work for the Company in a management position within the North America Gaming and Interactive business segment.

Summary of Related Party Transactions
 
Amounts receivable from and payable to related parties are as follows:
 
 
December 31,
($ thousands)
 
2017
 
2016
Trade receivables
 
65

 
71

De Agostini Group
 
65

 
71

 
 
 
 
 
Trade receivables
 
7,374

 
10,970

Autogrill S.p.A.
 
7,374

 
10,970

 
 
 
 
 
Trade receivables
 
6,888

 
1,597

OPAP S.A.
 
6,888

 
1,597

 
 
 
 
 
Trade receivables
 
176

 

Ringmaster S.r.l.
 
176

 

 
 
 
 
 
Total related party receivables
 
14,503

 
12,638

 
 
 
 
 
Tax related payables
 
19,673

 
72,916

Trade payables
 
10,974

 
27,578

De Agostini Group
 
30,647

 
100,494

 
 
 
 
 
Trade payables
 
915

 
365

Autogrill S.p.A.
 
915

 
365

 
 
 
 
 
Trade payables
 
6,404

 
2,454

Ringmaster S.r.l.
 
6,404

 
2,454

 
 
 
 
 
Trade payables
 
340

 

OPAP S.A.
 
340

 

 
 
 
 
 
Total related party payables
 
38,306

 
103,313


 
 

The following table sets forth transactions with related parties:  
 
 
For the year ended December 31,
($ thousands)
 
2017
 
2016
 
2015
Service revenue and product sales
 
 

 
 

 
 

OPAP S.A.
 
37,512

 
4,437

 
4,036

Ringmaster S.r.l.
 
136

 
156

 
239

Autogrill S.p.A.
 
55

 
59

 
6,060

De Agostini Group
 
20

 
19

 
21

 
 
37,723

 
4,671

 
10,356

 
 
 
 
 
 
 
Operating costs
 
 

 
 

 
 

Ringmaster S.r.l.
 
10,940

 
9,535

 
12,651

Assicurazioni Generali S.p.A.
 
3,765

 
3,102

 
3,003

Autogrill S.p.A.
 
2,391

 
678

 

Willis Towers Watson
 
550

 
550

 
5,000

OPAP S.A.
 
11

 
87

 

De Agostini Group
 
120

 
57

 
569

 
 
17,777

 
14,009

 
21,223