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United States securities and exchange commission logo
September 15, 2022
Craig Abrahams
President and Chief Financial Officer
Playtika Holding Corp.
HaChoshlim St 8
Herzliya Pituach , Israel
Re: Playtika Holding
Corp.
Form 10-K for the
Year Ended December 31, 2021
Filed March 2, 2022
Form 10-Q for the
Quarter Ended June 30, 2022
Filed August 4,
2022
Form 8-K filed
August 4, 2022
File No. 001-39896
Dear Mr. Abrahams:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Note 1. Organization and Summary of Significant Accounting Policies
Description of business and organization, page 87
1. Please disclose your
basis for determining your operating segments and if applicable, their
aggregation into one
reportable segment. Refer to ASC 280-10-50-21. In a separate
footnote addressing
enterprise-wide segment information, disclose long-lived
assets in your country
of domicile and those located in all foreign countries in total in
which you hold assets.
If assets in an individual foreign country are material, those assets
shall be disclosed
separately. Refer to ASC 280-10-50-41(b).
Craig Abrahams
FirstName LastNameCraig Abrahams
Playtika Holding Corp.
Comapany 15,
September NamePlaytika
2022 Holding Corp.
September
Page 2 15, 2022 Page 2
FirstName LastName
Note 2. Business Combinations, page 96
2. Tell us how you considered providing supplemental pro forma
information with respect to
your acquisition of Reworks OY during 2021 pursuant to ASC
805-10-50-(2)(h) and (3).
Note 17. Income Taxes
Israeli taxation, page 116
3. Tell us how you considered the guidance in Rule 4-08(h)(1)-(2) of
Regulation S-X in your
characterization of income before income tax expense as either
domestic or foreign and
your determination of the applicable statutory federal income tax
rate.
Note 19. Net Income Attributable to Ordinary Stockholders, page 121
4. Please help us understand why the inclusion of the cited stock options
and RSUs in the
calculation of diluted net income per share would have been
anti-dilutive for the periods
presented.
Form 8-K filed August 4, 2022
Exhibit 99.1
Playtika Holding Corp. Reports Second Quarter 2022 Results, page 1
5. Your presentation of Adjusted EBITDA in the subheading (below the
headline)
excludes Net Income, which is its most comparable GAAP measure. As
such, it is not
consistent with the guidance prescribed in Q&A 102.10 of the C&DI on
Non-GAAP
Financial Measures. Please revise your presentation as appropriate.
Form 10-Q for the Quarter Ended June 30, 2022
Item 3. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reconciliation of Adjusted EBITDA to Net Income, page 28
6. Please provide a discussion of net income prior to your presentation
of Adjusted EBITDA.
7. Please revise or advise us how you determined it would be appropriate
to exclude normal,
recurring, cash operating expenses necessary to operate your business
from a non-GAAP
performance measure such as Adjusted EBITDA. Please refer to Q&A
100.01 of the
C&DI on Non-GAAP Financial Measures. In particular, we note the
following:
Long-term cash compensation. In this regard, we note that since
2017, these cash
benefits were paid, and will continue to be paid, yearly to
employees pursuant
to the 2017-2020 Plan and 2021-2024 Retention Plan per your
disclosure on page 94.
Acquisition and related expenses. Strategic planning appears to be
part of regular
management functions. It is unclear why expenses incurred by the
Company in
connection with the "evaluation of strategic alternatives" are
characterized as
Craig Abrahams
Playtika Holding Corp.
September 15, 2022
Page 3
acquisition and related expenses.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Lisa
Etheredge, Senior Staff Accountant at (202) 551-3424 with any questions.
FirstName LastNameCraig Abrahams Sincerely,
Comapany NamePlaytika Holding Corp.
Division of
Corporation Finance
September 15, 2022 Page 3 Office of Technology
FirstName LastName