http://fasb.org/us-gaap/2023#OperatingLeaseLiabilityCurrenthttp://fasb.org/us-gaap/2023#OperatingLeaseLiabilityNoncurrentP7M
Exhibit 99.2
DoubleDown Interactive Co., Ltd.
Condensed Consolidated Financial Statements (unaudited)
March 31, 2024 and March 31, 2023
Contents
 
Consolidated Financial Statements as of and for the three months ended March 31, 2024 and 2023
  
    
F-2
 
    
F-3
 
    
F-4
 
    
F-5
 
    
F-6
 

Table of Contents
DoubleDown Interactive Co., Ltd.
Condensed Consolidated Statements of Income and Comprehensive Income
(unaudited, in thousands of U.S. Dollars, except share and per share amounts)
 
    
Three months ended March 31,
 
    
2024
   
2023
 
Revenue
   $ 88,143     $ 77,596  
Operating expenses:
    
Cost of revenue
(1)(2)
     27,373       25,719  
Sales and marketing
(1)
     14,760       16,045  
Research and development
(1)
     3,256       5,043  
General and administrative
(1)(3)
     10,871       5,343  
Depreciation and amortization
     827       54  
  
 
 
   
 
 
 
Total operating expenses
     57,087       52,204  
  
 
 
   
 
 
 
Operating income
   $ 31,056     $ 25,392  
  
 
 
   
 
 
 
Other income (expense):
    
Interest expense
(4)
     (409     (462
Interest income
     3,431       3,130  
Gain on foreign currency transactions
     717       252  
Gain on foreign currency remeasurement
     3,589       2,166  
Gain (loss) on short-term investments
     (7      
Other, net
     (24     (47
  
 
 
   
 
 
 
Total other income (expense), net
   $ 7,297     $ 5,039  
  
 
 
   
 
 
 
Income before income tax
   $ 38,353     $ 30,431  
  
 
 
   
 
 
 
Income tax (expense) benefit
     (7,992     (6,759
  
 
 
   
 
 
 
Net income
   $ 30,361     $ 23,672  
  
 
 
   
 
 
 
Less: Net income attributable to noncontrolling interests
     53        
  
 
 
   
 
 
 
Net income attributable to DoubleDown Interactive Co., Ltd.
   $ 30,308     $ 23,672  
  
 
 
   
 
 
 
Other comprehensive income (expense):
    
Pension adjustments, net of tax
     136       (157
Loss on foreign currency translation
     (3,086 )     (1,181
  
 
 
   
 
 
 
Comprehensive income
   $ 27,358     $ 22,334  
  
 
 
   
 
 
 
Earnings per share:
    
Basic
   $ 12.23     $ 9.55  
Diluted
   $ 12.23     $ 9.55  
Weighted average shares outstanding:
    
Basic
     2,477,672       2,477,672  
Diluted
     2,477,672       2,477,672  
 
(1)
 
Excluding depreciation and amortization.
(2)
 
Includes related party royalty expense of $619 and $752 for the three months ended March 31, 2024 and 2023, respectively (See Note 12).
(3)
 
Includes related party rent and general and administrative expense of $1,459 and $414 for the three months ended March 31, 2024 and 2023, respectively (See Note 12).
(4)
Includes related party interest expense of $432 and $445 for the three months ended March 31, 2024 and 2023, respectively (See Note 12).
See accompanying notes to consolidated financial statements.
 
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Table of Contents
DoubleDown Interactive Co., Ltd.
Condensed Consolidated Balance Sheets
(in thousands of U.S. Dollars, except share amounts)
 
    
March 31,
    
December 31,
 
    
2024
    
2023
 
     (unaudited)         
Assets
     
Current assets:
     
Cash and cash equivalents
   $ 209,863      $ 206,911  
Short-term investments
     99,653        67,756  
Accounts receivable, net
     34,183        32,517  
Prepaid expenses, and other assets
     10,044        8,570  
  
 
 
    
 
 
 
Total current assets
   $ 353,743      $ 315,754  
Property and equipment, net
     399        444  
Operating lease
right-of-use
assets, net
     6,173        7,130  
Intangible assets, net
     50,430        51,571  
Goodwill
     396,351        396,704  
Deferred tax asset
     21,878        28,934  
Other
non-current
assets
     2,006        2,807  
  
 
 
    
 
 
 
Total assets
   $ 830,980      $ 803,344  
  
 
 
    
 
 
 
Liabilities and Shareholders’ Equity
     
Accounts payable and accrued expenses
(1)
   $ 14,464      $ 13,293  
Short-term operating lease liabilities
(2)
     2,562        3,157  
Income taxes payable
     1,170        112  
Contract liabilities
     2,409        2,520  
Current portion of borrowings with related party
(3)
     37,125        38,778  
Other current liabilities
(4)
     10,624        10,645  
  
 
 
    
 
 
 
Total current liabilities
   $ 68,354      $ 68,505  
Long-term operating lease liabilities
(5)
     3,975        4,420  
Deferred tax liabilities, net
     567        848  
Other
non-current
liabilities
     2,784        1,681  
  
 
 
    
 
 
 
Total liabilities
   $ 75,680      $ 75,454  
  
 
 
    
 
 
 
Shareholders’ equity
     
Common stock, KRW 10,000 par value—200,000,000 Shares authorized; 2,477,672 issued and outstanding
     21,198        21,198  
Additional
paid-in-capital
     359,280        359,280  
Accumulated other comprehensive income
     17,095        19,982  
Retained earnings
     357,580        327,273  
  
 
 
    
 
 
 
Total shareholders’ equity attributable to shareowners of DoubleDown Interactive Co. Ltd.
   $ 755,153      $ 727,733  
  
 
 
    
 
 
 
Equity attributable to noncontrolling interests
     147        157  
  
 
 
    
 
 
 
Total equity
   $ 755,300      $ 727,890  
  
 
 
    
 
 
 
Total liabilities and shareholders’ equity
   $ 830,980      $ 803,344  
  
 
 
    
 
 
 
 
(1)
 
Includes related party royalty and other payables of $1,274 and $1,618 at March 31, 2024 and December 31, 2023, respectively (see Note 12).
(2)
 
Includes related party operating lease liability of $1,251 and $1,298 at March 31, 2024 and December 31, 2023, respectively (see Note 12).
(3)
 
Includes related party notes payable of $37,125 and $38,778 at March 31, 2024 and December 31, 2023, respectively (see Note 12).
(4)
 
Includes related party interest payable of $9,522 and $9,501 at March 31, 2024 and December 31, 2023, respectively (see Note 12).
(5)
 
Includes related party operating lease liability of $3,975 and $4,414 at March 31, 2024 and December 31, 2023, respectively (see Note 12).
See accompanying notes to consolidated financial statements.
 
F-3

Table of Contents
DoubleDown Interactive Co., Ltd.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited, in thousands of U.S. Dollars, except share amounts)

 
 
Common
shares
 
 
Common
stock
 
 
Additional
paid-in-

capital
 
 
Accumulated
other
comprehensive
income/(loss)
 
 
Retained
earnings
(deficit)
 
 
Equity
attributable to
noncontrolling
interests
 
 
Total
shareholders’
equity
 
Three months ended March 31, 2024
           
 
As of January 1, 2024
    2,477,672       21,198       359,280       19,982       327,273       157       727,890  
Net income
    —        —        —        —        30,308       53       30,361  
Pension adjustments, net of t
ax
    —        —        —        136       —        —        136  
Loss on for
e
ign currency translation, net of t
ax
    —        —        —        (3,023 )     —        (62 )     (3,086 )
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
As of March 31, 2024
    2,477,672       21,198       359,280       17,095       357,580       147       755,300  
Three months ended March 31, 2023
             
As of January 1, 2023
    2,477,672       21,198       359,280       19,360       226,388       —        626,226  
Net income
    —        —        —        —        23,672       —        23,672  
Pension adjustments, net of tax
    —        —        —        (157     —        —        (157
Loss on foreign currency translation, net of tax
    —        —        —        (1,181     —        —        (1,181
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
As of March 31, 2023
    2,477,672       21,198       359,280       18,022       250,060             648,560  
See accompanying notes to consolidated financial statements.
 
F-4

Table of Contents
DoubleDown Interactive Co., Ltd.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands of U.S. Dollars)
 
 
  
Three months ended March 31,
 
 
  
2024
 
 
2023
 
Cash flow from (used in) operating activities:
  
 
Net income
   $ 30,361     $ 23,672  
Adjustments to reconcile net income to net cash from operating activities:
    
Depreciation and amortization
     827       55  
Gain on foreign currency remeasurement
   (3,589
)
    (2,166
Loss on short-term investments
     7        
Deferred taxes
     6,756       6,063  
Working capital adjustments:
          
Accounts receivable
     (1,808     (7,707
Prepaid expenses, other current and
non-current
assets
     (269     274  
Accounts payable, accrued expenses and other payables
     1,291       (1,046
Contract liabilities
     (112     (208
Income tax payable
     158       5  
Other current and
non-current
liabilities
     1,293       284  
  
 
 
   
 
 
 
Net cash flows from (used in) operating activities
   $ 34,915     $ 19,226  
Cash flow from (used in) investing activities:
    
Purchases of intangible assets
           (4
Purchases of property and equipment
     (14     (40
Purchases of short-term investments
     (31,934     (19,298
Sales of short-term investments
           33,725  
  
 
 
   
 
 
 
Net cash flows from (used in) investing activities
   $ (31,948   $ 14,383  
Cash flow from (used in) financing activities:
    
Net cash flows from (used in) financing activities:
   $     $  
Net foreign exchange difference on cash and cash equivalents
     (15 )     (22
  
 
 
   
 
 
 
Net decrease in cash and cash equivalents
   $ 2,952     $ 33,587  
  
 
 
   
 
 
 
Cash and cash equivalents at beginning of period
   $ 206,911     $ 217,352  
Cash and cash equivalents at end of period
   $ 209,863     $ 250,939  
Cash paid during year for:
    
Interest
   $ 81        
Income taxes
   $ 93     $ 82  
See accompanying notes to consolidated financial statements.
 
F-5

Table of Contents
DoubleDown Interactive Co., Ltd.
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1: Description of business
Background and nature of operations
DoubleDown Interactive Co., Ltd. (“DDI,” “we,” “us,” “our” or the “Company,” formerly known as The8Games Co., Ltd.) was incorporated in 2008 in Seoul, Korea as an interactive entertainment studio, focused on the development and publishing of casual games and mobile applications. DDI is a subsidiary of DoubleU Games Co., Ltd. (“DUG” or “DoubleU Games”), a Korean company and our controlling shareholder holding 67.1% of our outstanding shares. The remaining 32.9% of our outstanding shares are held by STIC Special Situation Private Equity Fund (“STIC”, 20.2%) and the remainder by participants in our IPO (12.7%). In 2017, DDI acquired DoubleDown Interactive, LLC
(“DDI-US”)
from International Gaming Technologies (“IGT”) for approximately $825 million.
DDI-US,
with its principal place of business located in Seattle, Washington, is our primary revenue-generating entity.
We develop and publish digital gaming content on various mobile and web platforms through our multi-format interactive
all-in-one
game experience concept. We host
DoubleDown Casino, DoubleDown Classic, and DoubleDown Fort Knox
within various formats.
Acquisition of SuprNation AB (“SuprNation”)
On October 31, 2023, the Company closed its previously announced acquisition of iGaming operator, SuprNation AB (“SuprNation”), for a total cash consideration €34.3 million (or approximately $36.5 million based on an exchange rate of €1 = $1.064 as of October 27, 2023). The acquisition diversifies the digital games categories that the Company addresses with the addition of three real-money iGaming sites in Western Europe. Following the closing, SuprNation AB is now a direct, wholly-owned subsidiary of
DDI-US.
Basis of preparation and consolidation
Our unaudited condensed consolidated financial statements (“financial statements”) have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission regarding interim financial information. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
Our unaudited condensed consolidated financial statements include all adjustments of a normal, recurring nature necessary for the fair statement of the results for the interim periods presented. The results for the interim period presented are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements for the year ended December 31, 2023.
The condensed consolidated financial statements include the balances and accounts of DDI and our controlled subsidiaries. All significant inter-company transactions, balances and unrealized gains or losses have been eliminated. We view our operations and manage our business as one operating segment.
Use of estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures. We regularly evaluate estimates and assumptions related to provisions for income taxes, revenue recognition, expense accruals, deferred income tax asset valuation allowances, valuation of goodwill and intangibles, and legal contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and the actual results, future operating results may be affected.
Functional currency and translation of financial statements
Our functional currency is the Korean Won (“KRW”), Euro (“EUR” or “€”), and the U.S. Dollar (“dollar,” “USD,” “US$,” or “$”) is the functional currency of our United States subsidiaries. The accompanying consolidated financial statements are presented in USD. The consolidated balance sheets have been translated at the exchange rates prevailing at each balance sheet date. The consolidated statement of comprehensive income and statement of cash flows have been translated using the weighted-average exchange rates prevailing during the periods of each statement. The equity capital is denominated in the functional currency, KRW, and is translated at historical exchange rates. All translation adjustments resulting from translating into the reporting currency are accumulated as a separate component of accumulated other comprehensive income in shareholders’ equity. Gains or losses resulting from foreign currency transactions are included in other income (expense).
 
F-6

Intercompany monetary items denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date with the gain or loss arising on translation recorded to other income (expense). Intercompany
non-monetary
items
that are measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
Cash and cash equivalents
We consider all money market funds and short-term investments with a maturity of three months or less when acquired to be cash and cash equivalents. Cash and cash equivalents are held by high credit quality financial institutions and balances may exceed limits of federal insurance. We have not experienced any losses resulting from these excess deposits.
Financial instruments and concentration of credit risk
Financial instruments, which potentially expose us to concentrations of credit risk, consist primarily of cash and cash equivalents, accounts receivable and short-term investments.
Accounts receivable are recorded and carried at the net invoiced amount, which is net of platform payment processing fees, unsecured, and represent amounts due to us based on contractual obligations where an executed contract exists. We do not require collateral and have not recognized an allowance as management estimates the net receivable is fully collectible. Apple, Inc. (“Apple”), Facebook, Inc. (“Facebook”), and Google, LLC (“Google”) represent significant distribution, marketing, and payment platforms for our games. A substantial portion of our revenue was generated from players who accessed our games through these platforms and a significant concentration of our accounts receivable balance is comprised of balances owed to us by these platforms.
The following table summarizes the percentage of revenues and accounts receivable generated via our platform providers in excess of 10% of our total revenues and total accounts receivable:
 
    
Revenue Concentration
 
    
Three months ended March 31,
 
    
2024
   
2023
 
Apple      50.3     55.1
Facebook      14.8     18.4
Google      16.2     18.7
    
 
    
Accounts Receivable Concentration
 
    
As of March 31,
   
As of December 31,
 
    
2024
   
2023
 
Apple      62.7     59.3
Facebook      10.3     9.9
Google      11.3     10.3
Xsolla      12.9     11.3
 
 
Note 2: Revenue from Contracts with Customers
Our social and mobile apps operate on a
free-to-play
model, whereby game players may collect virtual currency free of charge through the passage of time or through targeted marketing promotions. If a game player wishes to obtain virtual currency above and beyond the level of free virtual currency available to that player, the player may purchase additional virtual currency. Once a purchase is completed, the virtual currency is deposited into the player’s account and is not separately identifiable from previously purchased virtual currency or virtual currency obtained by the game player for free.
Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than gameplay within our apps. When virtual currency is played on any of our games, the game player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency. We have concluded that our virtual currency represents consumable goods, because the game player does not receive any additional benefit from the games and is not entitled to any additional rights once the virtual currency is substantially consumed.
Control transfers when the virtual currency is consumed for gameplay. We recognize revenue from player purchases of virtual currency based on the consumption of this currency. We determined through a review of play behavior that game players generally do not purchase additional virtual currency until their existing virtual currency balances, regardless of source (e.g., bonus currency, gifted currency through social media channels, daily free chips, etc.), have been substantially consumed.
Based on an analysis of customers’ historical play behavior, purchase behavior, and the amount of virtual currency outstanding, we are able to estimate the rate that virtual currency is consumed during gameplay. Accordingly, revenue is recognized using a user-based revenue model with the period between purchases representing the timing difference between virtual currency purchase and consumption. This timing difference is relatively short.
 
F-7

We continuously gather and analyze detailed customer play behavior and assess this data in relation to our judgments used for revenue recognition.
We generate a small portion of our revenue from subscription services. All monthly subscription fees are prepaid and
non-refundable
for a
one-month
period and auto-renew until the end customer terminates the service with the platform provider the subscription services originated. The subscription revenue is recognized on a daily basis beginning on the original date of purchase and has no impact on a customer purchased virtual currency.
Disaggregation of revenue
We believe disaggregation of our revenue based on platform and geographical location are appropriate categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The following table represents our disaggregation of revenue between mobile and web platforms (in thousands):
 
    
Three months ended March 31,
 
    
2024
    
2023
 
Mobile
   $ 60,437      $ 63,330  
Web
     27,706        14,266  
  
 
 
    
 
 
 
Total
   $ 88,143      $ 77,596  
  
 
 
    
 
 
 
The following table presents our revenue disaggregated based on the geographical location of our players (in thousands):
 
    
Three months ended March 31,
 
    
2024
    
2023
 
U.S.
(1)
   $ 70,193      $ 68,203  
International
     17,950        9,393  
  
 
 
    
 
 
 
Total
   $ 88,143      $ 77,596  
  
 
 
    
 
 
 
 
(1)
 
Geographic location is presented as being derived from the U.S. when data is not available.
Principal-agent considerations
Our revenue contracts are with game players who are our customers. We have exclusive control over all content, pricing, and overall functionality of games accessed by players. Our games are played on various third-party platforms for which the platform providers collect proceeds from our customers and remit us an amount after deducting a fee for processing and other agency services. We record revenue at the gross amount charged to our customers and classify fees paid to platform providers (such as Apple, Facebook, and Google) within cost of revenue, contract assets, contract liabilities and other disclosures.
Contract assets, contract liabilities and other disclosures
Customer payments are based on the payment terms established in our contracts. Payments for purchase of virtual currency are required at time of purchase, are
non-refundable
and relate to
non-cancellable
contracts that specify our performance obligations. All payments are initially recorded as revenue, as the player has no right of return after the purchase, consistent with our standard terms and conditions. Based on our analysis, at each period end, we estimate the number of days to consume virtual currency. This represents the revenue amount where the performance obligation has not been met and is deferred as a contract liability until we satisfy the obligation. The contract asset consists of platform fees for which revenue has not been recognized. For subscription revenue, the remaining portion of the daily ratable monthly subscription is recorded as a contract liability and the applicable platform fees as a contract asset.
 
F-8

The following table summarized our opening and closing balances in contract assets and contract liabilities (in thousands):
 
    
As of March 31,
    
As of December 31,
 
    
2024
    
2023
 
Contract assets
(1)
   $ 723      $ 756  
Contract liabilities
     2,409        2,520  
 
(1)
Contract assets are included within prepaid expenses and other assets in our consolidated balance sheet.
Note 3: Short-term investments
The Company holds investments in marketable securities with the intention of selling these investments within a relatively short period of time
(3-6
months). As such, gains or losses from holding or trading these securities were recognized in the Statements of Income. At March 31, 2024, short term investments comprised of fixed time deposits classified as trading.
Note 4: Goodwill and intangible assets
There were no changes to the carrying amount of goodwill in the three months ended March 31, 2024. We recognized an aggregate $269.9 million impairment of goodwill and intangibles in 2022. Changes in the carrying amount of intangible assets were as follows (in thousands):
 
           
March 31, 2024
    
December 31, 2023
 
                   Accumulated                         Accumulated              
     Useful life      Gross amount      amortization     Impairment     Net amount      Gross amount      amortization     Impairment     Net amount  
Goodwill
     indefinite      $ 651,244      $ —      $ (254,893   $ 396,351      $ 651,597      $ —      $ (254,893   $ 396,704  
Trademarks
     indefinite        50,000        —        (15,000     35,000        50,000        —        (15,000     35,000  
Customer relationships
    
4 years
       84,065        (75,944     —        8,121        84,271        (75,387     —        8,884  
Purchased technology
    
5-10 years
       52,545        (45,720     —        6,825        52,707        (45,544     —        7,163  
Development costs
     3 years        9,486        (9,486     —        —         9,486        (9,486     —        —   
Software
    
4-5
years
       2,954        (2,470     —        484        2,968        (2,444     —        524  
     
 
 
    
 
 
   
 
 
   
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
Total
      $ 850,294      $ (133,620   $ (269,893   $ 446,781      $ 851,029      $ (132,861   $ (269,893   $ 448,275  
     
 
 
    
 
 
   
 
 
   
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
The following reflects amortization expense related to intangible assets included with depreciation and amortization (in millions):
 
    
Three months ended March 31,
 
    
2024
    
2023
 
Amortization Expense
     0.8 million        0.0 million  
Note 5: Debt
The components of debt at March 31, 2024 and December 31, 2023 are as follows (in thousands):
 
    
As of March 31,
    
As of December 31,
 
    
2024
    
2023
 
4.60% Senior Notes due to related party due 2024
   $ 37,125      $ 38,778  
  
 
 
    
 
 
 
Total debt
     37,125        38,778  
Less: Short-term debt
     37,125        38,778  
  
 
 
    
 
 
 
Total Long-term debt
   $      $  
4.60% Senior Notes due to related party due 2024
The 4.60% Senior Notes due to related party, which collectively total KRW100 billion at inception, accrue 4.60% interest quarterly on the outstanding principal amount until maturity. Interest and principal are due in full at maturity (May 27, 2024).
Voluntary principal and interest payments were made in June and September 2020. Principal of KRW20 billion and interest of KRW1.2 billion was paid in June 2020 and principal of KRW30 billion and interest of KRW3.1 billion was paid in September 2020.
 
F-9

Table of Contents
Note 6: Fair value measurements
The carrying values of our accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities and short-term borrowings approximate their fair values due to the short-term nature of these instruments.
Our cash equivalents (Level 1 of fair value hierarchy) consist of money market funds and Korean government bonds totaling $209.9 million, and short-term investments (Level 2 of fair value hierarchy) comprised of fixed time or certificates of deposit with maturity periods greater than 90 days totaling $99.7 million as of March 31, 2024. As of December 31, 2023, our cash equivalents (Level 1 of fair value hierarchy) consisted of money market funds and Korean government bonds totaling $206.9 million, and short-term investments (Level 2 of fair value hierarchy) comprised of fixed time or certificates of deposit with maturity periods greater than 90 days totaling $67.8 million. We rely on credit market data to track interest rates for other entities with similar risk profiles.
We record all debt at inception at fair value. We perform subsequent analysis on available data to evaluate the fair value of our borrowing as of the balance sheet date. We rely on credit market data to track interest rates for other entities with similar risk profiles. As of March 31, 2024, the fair value of our senior notes (a Level 3 estimate) was approximately $0.3 million lower than face value.
Note 7: Income taxes
We are subject to federal and state income taxes in Korea, the United States, Malta and Sweden. We account for our provision for income taxes in accordance with ASC 740, Income Taxes, which requires an estimate of the annual effective tax rate for the full year to be applied to the interim period, taking into
account year-to-date amounts
and projected results for the full year.
Our effective tax rate varies from the statutory Korean income tax rate due to the effect of foreign rate differential, withholding taxes, state and local income taxes, notional interest deduction, FDII deduction, and valuation allowances on deferred tax assets in certain jurisdictions. Our effective tax rate could fluctuate significantly from quarter to quarter based on variations in the estimated and actual level
of pre-tax income
or loss by jurisdiction, changes in enacted tax laws and regulations, and changes in estimates
regarding non-deductible expenses
and tax credits. As of March 31, 2024, and December 31, 2023, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized.
The income tax expense of $8.0 million for the three months ended March 31, 2024, reflects an effective tax rate of 20.8% which is lower than the effective tax rate of 22.2% for the three months ended March 31, 2023. The decrease in rate from 2023 to 2024 is primarily due to an increase in the FDII benefit and notional interest deduction.
The effective tax rate of 20.8% for the three months ended March 31, 2024, is higher than the Korean statutory rate of 19%, primarily due to foreign rate differential and state taxes.
Note 8: Net income per share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net income per share is computed by dividing net income by the weighted-average number of common shares and dilutive common share equivalents outstanding for the period determined using the treasury-stock
and if-converted methods.
There were no potentially dilutive securities outstanding in either period presented.
Note 9: Leases
We are a lessee for corporate office space in Seattle, Washington, Swieqi, Malta and Seoul, Korea. The lessor for our Seoul, Korea leases is our controlling shareholder, DoubleU Games (see Note 12). Our leases have remaining terms of
seven
to 53 months. We do not have any finance leases. Our total variable and short-term lease payments are immaterial for all periods presented.
The Seattle, Washington lease originated in July 2012 and consists of 49,375 square feet. The lease will expire in October 2024.
The Swieqi, Malta office lease was assumed as part of the SuprNation acquisition in October 2023 and consists of 4,770 square feet. The lease will expire in October 2024.
In September 2023, we executed a new sublease with our controlling shareholder, DUG, for 28,497 square feet of office space in Gangnam-gu, Seoul, Korea. The lease term commences in October 2023, and will expire in September 2028.
Supplemental balance sheet and cash flow information related to operating leases is as follows (in thousands):
 
    
As of March 31, 2024
    
As of December 31, 2023
 
Operating lease
right-of-use
asset
   $ 6,538      $ 7,577  
Accrued rent
     365        447  
  
 
 
    
 
 
 
Total operating lease
right-of-use
asset, net
   $ 6,173      $ 7,130  
  
 
 
    
 
 
 
Short-term operating lease liabilities
     2,562        3,157  
Long-term operating lease liabilities
     3,975        4,420  
  
 
 
    
 
 
 
Total operating lease liabilities
   $ 6,538      $ 7,577  
  
 
 
    
 
 
 
Operating lease costs
   $ 866      $ 3,201  
 
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Supplemental cash flow information related to leases was as follows (in thousands):
 
    
Three months ended
    
Year ended
 
    
March 31, 2024
    
December 31, 2023
 
Cash paid for amounts included in the measurement of operating lease liabilities
   $ 859      $ 3,501  
Right-of-use
assets obtained in exchange for new lease obligations
   $ 0      $ 7,655  
Note 10: Accumulated other comprehensive income
Changes in accumulated other comprehensive income (AOCI) by component for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
 
Three months ended March 31, 2024
  
Currency Translation
Adjustments
    
Defined Benefit
Pension Plan
    
Total
 
Balance at January 1, 2024
   $ 22,011      $ (2,029    $ 19,982  
Foreign currency translation loss, net of tax
     (3,023      —         (3,023
Actuarial gain/(loss), net of tax
     —         136        136  
  
 
 
    
 
 
    
 
 
 
Balance as of March 31, 2024
   $ 18,988      $ (1,893    $ 17,095  
  
 
 
    
 
 
    
 
 
 
 
Three months ended March 31, 2023
  
Currency Translation
Adjustments
    
Defined Benefit
Pension Plan
    
Total
 
Balance at January 1, 2023
   $ 20,792      $ (1,432    $ 19,360  
Foreign currency translation loss, net of tax
     (1,181      —         (1,181
Actuarial gain/(loss), net of tax
     —         (157      (157
  
 
 
    
 
 
    
 
 
 
Balance as of March 31, 2023
   $ 19,611      $ (1,589    $ 18,022  
  
 
 
    
 
 
    
 
 
 
We do not tax effect foreign currency translation gain/(loss) because we have determined such gain/(loss) is permanently reinvested and actuarial gain/(loss) is not tax effected due to a valuation allowance applied to our deferred tax assets.
Note 11: Commitments and contingencies
Legal contingencies
On April 12, 2018, a class-action lawsuit was filed against
DDI-US
demanding a return of unfair benefit under the pretext that the Company’s social casino games are not legal in the State of Washington, United States. On August 29, 2022,
DDI-US
entered into an agreement in principle to settle the aforementioned
Benson
case and associated proceedings, pursuant to which, among other things,
DDI-US
would contribute $145.25 million to the settlement fund. This agreement in principle received final court approval with the final contribution to the settlement fund made in June 2023. The Company recorded an accrual of $95.25 million for the year ended December 31, 2022, which was carried over for the three months ended March 31, 2023 and subsequently settled via a $95.25 million cash payment in the second quarter of 2023.
Publishing and license agreements
DoubleU Games
We entered into the DoubleU Games License Agreement on March 7, 2018, and it was subsequently amended on July 1, 2019 and November 27, 2019. In March 2023, we, through
DDI-US,
entered into a new Game License Agreement with DoubleU Games with effect from January 1, 2023, which supersedes the prior DoubleU Games License Agreement. Pursuant to the new Game License Agreement, DoubleU Games grants us, through
DDI-US,
a
non-exclusive
and worldwide license to service and distribute certain
 
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DoubleU Games social casino game titles and sequels thereto in the social online game field of use. We are obligated to pay a royalty license fee equal to a certain fixed percentage of the net sales of the licensed game titles to DoubleU Games in connection with these rights, with certain customary terms and conditions. As of March 31, 2024, we licensed approximately 49 game titles under the terms of this agreement.
In October 2023, we, through
DDI-US,
entered into a Game Development Services Agreement with DoubleUGames, pursuant to which
DDI-US
will pay service fees to DoubleU Games for certain game maintenance services and product planning and user analysis services provided by DoubleU Games. We incurred total service fees of $1.1 million for the three months ended March 31, 2024.
International Gaming Technologies (“IGT”)
In 2017, we entered into a Game Development, Distribution, and Services agreement with IGT, and it was subsequently amended on January 1, 2019. Under the terms of the agreement, IGT will deliver game assets so that we can port (a process of converting the assets into functioning slot games by platform) the technology for inclusion in our gaming apps. The agreement includes game assets that are used to create new games. Under the agreement, we pay IGT a royalty rate of 7.5% of revenue for their proprietary assets and 15% of revenue for third-party game asset types. We also pay a monthly fee for porting. The initial term of the agreement is ten (10) years with up to two additional five-year periods. Costs incurred in connection with this agreement for the three months ended March 31, 2024 and 2023 totaled $1.8 million and $2.0 million, respectively, and are recognized as a component of cost of revenue.
Note 12: Related party transactions
Our related party transactions comprise of expenses for use of intellectual property, borrowings, and sublease previously described. We may also incur other expenses with related parties in the ordinary course of business, which are included in the consolidated financial statements.
The following is a summary of expenses charged by our controlling shareholder, DoubleU Games (in thousands):
 
    
Three months ended March 31,
    
Statement of
    
2024
    
2023
    
Income and Comprehensive Income Line Item
Royalty expense (see Note 11)
   $ 619      $ 752      Cost of revenue
Interest expense (see Note 5)
     432        445      Interest expense
Rent expense (see Note 9)
     334        317      General and administrative expense
Other expense
     1,125        97      General and administrative expense
Amounts due to our controlling shareholder, DUG, are as follows (in thousands):
 
    
At March 31,
    
At December 31,
    
Statement of Consolidated
    
2024
    
2023
    
Balance Sheet Line Item
4.6% Senior notes with related party
   $ 37,125      $ 38,778      Current portion of borrowings with related party
Royalties and other expenses
     1,274        1,618      A/P and accrued expenses
Short-term lease liability
     1,251        1,298      Short-term operating lease liabilities
Accrued interest on 4.6% Senior Notes with related party
     9,522        9,501      Other current liabilities
Long-term lease liability
     3,975        4,414      Long-term lease liabilities
Note 13: Defined benefit pension plan
We operate a defined benefit pension plan under employment regulations in Korea. The plan services the employees located in Seoul and is a final wage-based pension plan, which provides a specified amount of pension benefit based on length of service. The total benefit obligation of $3.3 million and $4.4 million was included in other
non-current
liabilities as of March 31, 2024 and December 31, 2023, respectively, and the change in actuarial gains or losses, which is not significant, was included in other comprehensive income. The plan is funded.
 
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Table of Contents
Note 14: Acquisition
Business Combination-SuprNation
On October 31, 2023, the Company completed its acquisition of SuprNation, a European i-Gaming operator, which is now a direct, wholly-owned subsidiary of
DDI-US,
for a total cash purchase price of $30.6 million. There was also a payment into escrow of $5.5 million and a deferred payment of up to $6.5 million, relating to a performance-based holdback amount to be calculated based on the 18 months following the transaction close date. The transaction is expected to enable the Company to expand into the i-Gaming market. The Company accounted for the acquisition as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $2.0 million.
Contemporaneously with entering into the definitive agreement, the Company also adopted an eighteen-month performance-based incentive plan for certain key employees of SuprNation, under which the key employees may earn up to a total of $6.5 million in addition to $5.5 million held in escrow, contingent upon the achievement of certain revenue and other performance targets by the acquired business and the continued employment of such key employees between 2023 and 2025. Such plan became effective at the closing of the transaction.
The Company’s consolidated statement of operations as of March 31, 2024, includes SuprNation’s revenue of $8.3 million and
pre-tax
loss of $1.6 million.
 
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