This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact could be deemed forward-looking statements. Statements that include words such as "may," "might," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "pro forma" or the negative of these words or other words or expressions of and similar meaning may identify forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. Factors that might cause such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year endedDecember 31, 2021 filed with theSecurities and Exchange Commission onApril 15, 2022 under the heading "Risk Factors" and the Risk Factors as described in Item 1A of this Quarterly Report on Form 10-Q for the quarter
endedJune 30, 2022 . Overview Except as expressly stated, the financial condition and results of operations discussed throughout the Management's Discussion and Analysis of Financial Condition and Results of Operations are those ofElys Game Technology, Corp. and its consolidated subsidiaries. We currently provide our B2C gaming services inItaly through our subsidiary, Multigioco Srl ("Multigioco"), which operations are carried out via both land-based or online retail gaming licenses regulated by the Agenzia delle Dogane e dei Monopoli ("ADM") that permits us to distribute leisure betting products such as sports betting, and virtual sports betting products through both physical, land-based retail locations as well as online through our licensed website www.newgioco.it or commercial webskins linked to our licensed website and through mobile devices. Management implemented a consolidation strategy in the Italian market by integrating all B2C operations into Multigioco and allowed the Austria Bookmaker license that was regulated by theAustrian Federal Finance Ministry ("BMF") to terminate. We also provide bookmaking services in the U.S. market via our recently acquired subsidiary US Bookmaking in certain regulated states where we offer B2B bookmaking and platform services to our customers. Our intention is to focus our attention on expanding the U.S. market. We recently began operation isWashington, D.C. through a Class B Managed Service Provider and ClassB Operator license to operate a sportsbook within theGrand Central Restaurant and Sportsbook located in the Adams Morgan area ofWashington, D.C. , and inOctober 2021 we entered into an agreement withOcean Casino Resort inAtlantic City and commenced operations in the state ofNew Jersey inMarch 2022 . Additionally, we provide B2B gaming technology through our Odissea subsidiary which owns and operates a betting software designed with a unique "distributed model" architecture colloquially named Elys Game Board (the "Platform"). The Platform is a fully integrated "omni-channel" framework that combines centralized technology for updating, servicing and operations with multi-channel functionality to accept all forms of customer payment through the two distribution channels described above. The omni-channel software design is fully integrated with a built in player gaming account management system, built-in sports book and a virtual sports platform through our Virtual Generation subsidiary. The Platform also provides seamless application programming interface integration of third-party supplied products such as online casino, poker, lottery and horse racing and has the capability to incorporate e-sports and daily fantasy sports providers. Management implemented a growth strategy to expand B2B gaming technology operations in theU.S. and is considering further expansion inCanada and Latin American countries in the near future. Our corporate group is based inNorth America , which includes an executive suite situated inLas Vegas, Nevada and a Canadian office inToronto, Ontario through which we carry-out corporate activities, handle day-to-day reporting andU.S. development planning, and through which various employees, independent contractors and vendors are engaged. For the period endedJune 30, 2022 , transaction revenue generated through our subsidiary Multigioco consisted of wagering and gaming transaction income broken down to: (i) spread on sports bet wagers, and (ii) fixed rate commissions on casino, poker, lotto and horse racing wagers from online based betting web-shops and websites as well as land-based retail betting shops located throughoutItaly ; while our service revenue generated by our Platform is primarily derived from bet and wager processing inItaly through Multigioco, and in theU.S. , through Elys Gameboard Technologies and USB. Since the majority of CTD locations were not expected to re-open after the COVID-19 related lockdowns inItaly subsided, management simplified our Italian footprint by focusing our investment towards the Multigioco operations and discontinued Ulisse presence inItaly during the second quarter of 2021. 30 We believe that our Platform is considered one of the newest betting software platforms in the world and our plan is to expand our Platform offering to new jurisdictions around the world on a B2B basis, including expansion throughEurope ,South America ,South Africa and the developing market inthe United States . During the three and six months endedJune 30, 2022 and 2021, we also generated service revenue from royalties through authorized agents by providing our virtual sports products through our Virtual Generation subsidiary and generated service revenues through the provision of bookmaking and platform services through our recently acquired subsidiary, US Bookmaking. We intend to leverage our partnerships inEurope ,South America ,South Africa and the developing market inthe United States to cross-sell our Platform services to expand the global distribution of our betting solutions.
We operate two business segments in the leisure gaming industry and our revenue is derived as follows:
1. Betting establishments Transaction revenue through our offering of leisure betting products to retail customers directly through our online distribution on websites or a betting shop establishment or through third party agents that operate white-label websites and/or land-based retail venues; and
2. Betting platform software and services
SaaS based service revenue through providing our Platform and virtual sports products to betting operators.
This Management's Discussion and Analysis includes a discussion of our
operations for the three months and six months ended
Recent Developments Financing
OnJune 15, 2022 , we raised$3 million in gross proceeds and issued (i) an aggregate of 2,625,000 Shares and Pre-Funded Warrants to purchase 541,227 shares of Common Stock to an Investor in a registered direct offering, pursuant to a prospectus supplement to the Company's currently effective registration statement on Form S-3 (File No. 333-256815), which was initially filed with theU.S. Securities and Exchange Commission (the "SEC") onJune 4, 2021 , and was declared effective onJune 14, 2021 and (ii)in a concurrent private placement , warrants to purchase an aggregate of up to 3,166,227 shares of Common Stock, with an exercise price of$0.9475 per share and expiration date ofDecember 15, 2027 , subject to customary adjustments thereunder. If after the six month anniversary of the issuance date there is no effective registration statement registering the shares underlying the Warrants (the "Warrant Shares") for resale, then the Warrants are exercisable on a cashless basis.
Strategic agreements entered into with
We entered into aMaster Technology Development and License Agreement and a Technical Services Agreement withLottomatica to develop and provide a dedicated Sports Betting Platform ("SBP") for use in both land-based and on-line applications byLottomatica in theU.S. and Canadian markets, as well as potentially worldwide. The contract is for a period of ten years, after which the source code will be assigned toLottomatica . An option was also granted toLottomatica that after a period of four years from the commencement of the provision of the SBP, thatLottomatica may acquire the source code to the SBP for €4.0 million. The Technical Services Agreement was entered into with our subsidiary Odissea to provide engineering services, develop and deliver the software and provide operational and product management support toLottomatica on the SBP. The initial term of the agreement is for a period of ten years and is based on cost plus a percentage of the services provided. In a separate Virtual Service Agreement entered into between our subsidiary Virtual Generation andGoldbet S.p.A ., a subsidiary ofLottomatica , whereby Virtual Generation will license virtual event content to be implemented on theLottomatica's Platform throughout theLottomatica vast network of retail outlets and on the online services inItaly . The agreement provides for an exclusivity period of two years from the date of certification of the virtual platform by the Italian regulator (ADM), which will only allowLottomatica and us to make use of the platform. Virtual Generation will generate commission revenue based on a percentage of Net Gaming Revenues. In a separate Assignment Agreement entered into between our subsidiary, Multigioco,Lottomatica assigned ownership of approximately 100 Sports Rights to Multigioco, which will allow us to expand our land-based distribution network to approximately 110 point-of-sale locations. We expect to open the additional 100 outlets over the remainder of the calendar year. These rights are only valid until theADM puts new location rights up for tender, which could take place at any time, and therefore were assigned a minimal value. Operational Developments Management has implemented a strategic business initiative to reduce expenditures, improve efficiencies and maximize profitability within the underlying operating units. During the six months endedJune 30, 2022 , we managed to achieve a net income position of approximately$0.19 million in our European operations which consist of Multigioco, Odissea, Ulisse, Virtual Generation and Elys Technology Services, despite the closure of all of our Ulisse CTD locations in the prior year. OurU.S. USB subsidiary performance has been disappointing, producing a net loss of$1.16 million on revenues of$0.6 million for the six months endedJune 30, 2022 , primarily due to personnel costs which increased to$0.7 million and amortization of intangibles of$0.5 million . We are attempting to address this operational performance with the USB management team. Our otherU.S. operation, Elys Gameboard, commenced operations inOctober 2021 and had produced a net loss of$0.37 million , with one operational customer. We are pursuing several new customers both in theWashington D.C. area as well as inMaryland andOhio and once secured we expect to achieve profitable operations within the next twenty four months. 31
We are also taking steps to reduce corporate overhead and have restructured our operations by streamlining roles and reducing non-essential operating expenditures. Corporate overhead expenditures, net of one-time severance and restructuring expenses of$1.2 million , and non-cash option expense of$1.17 million were reduced by approximately$0.58 million during the six month period. Non-cash stock option expense increased by$0.59 million over the prior year primarily due to the stock options granted to key members of management during the prior year.
Disclosure pertaining to
We do not have any direct or indirect exposure toUkraine ,Belarus orRussia , through our operations, employee base or any investments in any of these countries. In addition, our securities are not traded on any stock exchanges in these three countries. We do not believe that the sanction levied againstRussia orBelarus or individuals and entities associated with these two countries will have a material impact on our operations or business, if any.
We do not believe that we have any direct or indirect reliance on goods sourced
from
We provide online gaming services and platform services to several customers, including our own internal usage of our developed software, we employ the latest encryption techniques and firewall practices and constantly monitor the usage of our software as is required for the regulated markets which we operate in, this, however, may not be sufficient to prevent the heightened risk of cybersecurity attacks emanating fromRussia ,Ukraine ,Belarus , or any other country. The impact of the invasion byRussia ofUkraine has increased volatility in trading prices and commodities throughout the world, to date, we have not seen a material impact on our operations, however, a prolonged conflict may impact on consumer spending, in general, which could have an adverse impact on the leisure gaming industry as a whole. Inflation
Macro-economic conditions could affect consumer spending adversely and consequently our operations, however we have not seen any material impact to date.
Foreign Exchange We operate in several foreign countries, includingAustria ,Italy ,Malta ,Colombia andCanada and we incur operating expenses and have foreign currency denominated assets and liabilities associated with these operations. Transactions involving our corporate expenditures are generally denominated inU.S. dollars and Canadian dollars while the functional currency of our subsidiaries is in Euro. Changes and fluctuations in the foreign exchange rate between theU.S. Dollar and the Euro, Canadian dollar and Colombian Peso will have an effect on our results of operations.
Critical Accounting Policies and Estimates
Preparation of our consolidated financial statements in accordance withU.S. generally accepted accounting principles ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. Significant accounting policies are fundamental to understanding our financial condition and results as they require the use of estimates and assumptions which affect the financial statements and accompanying notes. See Note 2 - Summary of Significant Accounting Policies of the Notes to the condensed Consolidated Financial Statements included in Part I, Item I of this Form 10-Q for further information.
The critical accounting policies that involved significant estimation included the following:
Impairment of Indefinite Lived Assets and
We carried intangible assets in the amount of$14.8 million and goodwill in the amount of$16.2 million as more fully described in Notes 7 and 8 to the condensed consolidated financial statements. The intangible assets and goodwill are allocated between reporting units. The Company tests its goodwill and intangible assets with an indefinite useful life annually for impairment or more frequently if indicators for impairment exist. Impairment for goodwill is determined by comparing the fair value of the respective reporting unit to their carrying amount. For impairment testing of indefinite-lived intangibles. The Company determines the fair value of the reporting units using an income-based approach which estimates the fair value using a discounted cash flow model. Key assumptions in estimating fair values include projected revenue growth and the weighted average cost of capital. In addition, management recently reviewed the future revenue and profit projections of US Bookmaking based on the forecasts provided by the vendors at the time of performing the business valuation, which factored in the ability to source new customers. The customer acquisition process has proven to take longer than expected with a resultant downward revision of new customers acquired over the forecast period and the resultant downward impact on forecasted revenue streams. We reviewed the forecasts and made appropriate adjustments based on our current understanding of the addressable market, the growth rates forecast by third party market analysts, our expected share of revenue and the expectation of how many new clients we would realistically be able to add over the forecast period. Since performing this analysis we have no reason to believe that further impairment is necessary as ofJune 30, 2022 . 32
Fair Value of Contingent Consideration
As ofJune 30, 2022 , the Company carried contingent purchase consideration in the amount of$13.8 million as more fully described in Note 12 to the condensed consolidated financial statements. The contingent consideration relates to the business combination of US Bookmaking onJuly 15, 2021 . The contingent consideration is based upon achievement of certain EBITDA milestones during the next 4 years, payable 50% in cash and 50% in stock, the contingent consideration is up to$41.8 million . At each reporting period, the Company estimates changes in the fair value of the contingent consideration and any change in fair value is recognized in the consolidated statements of operations and comprehensive (loss) income. The basis for determining contingent purchase consideration at each reporting period is based on cumulative EBITDA for the periodJuly 15, 2021 toDecember 31, 2025 , with the first measurement period beingDecember 31, 2022 . The forecasts provided by the vendors at the time of performing the business valuation was based on achieving a certain number of new customers on an annual basis. The customer acquisition process has proven to take longer than expected with a resultant impact on forecasted revenue streams over the contingent earnout period. Management revised its estimated revenues as ofDecember 31, 2021 . These forecasts were reviewed and adjusted to ensure they appeared reasonable based on our current understanding of the addressable market, the growth rates forecast by third party market analysts, our expected share of revenue and the expectation of how many new clients we would realistically be able to add in a fiscal period. We have no reason to believe that the contingent purchase consideration, which was remeasured atDecember 31, 2021 , needs to be re-evaluated as ofJune 30, 2022 .
Recently Issued Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information regarding recently issued accounting standards.
Results of Operations
Results of Operations for the three months ended
Revenues The following table represents disaggregated revenues from our gaming operations for the three months endedJune 30, 2022 and 2021. Net Gaming Revenues represents Turnover (also referred to as "Handle"), the total bets processed for the period, less customer winnings paid out, and taxes due to government authorities. Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. Three Months Ended Increase June 30, 2022 June 30, 2021 (decrease) Percentage change Turnover Turnover web-based$ 186,441,824 $ 219,874,610 $ (33,432,786 ) (15.2 )% Turnover land-based 1,818,081 218,129 1,599,952 733.5 % Total Turnover 188,259,905 220,092,739 (31,832,834 ) (14.5 )% Winnings/Payouts Winnings web-based 173,924,052 205,048,852 (31,124,800 ) (15.2 )% Winnings land-based 1,557,874 166,369 1,391,505 836.4 % Total Winnings/payouts 175,481,926 205,215,221 (29,733,295 ) (14.5 )% Gross Gaming Revenues 12,777,979 14,877,518 (2,099,539 ) (14.1 )% Less: Gaming Taxes 3,117,380 3,285,273 (167,893 ) (5.1 )% Net Gaming Revenues 9,660,599 11,592,245 (1,931,646 ) (16.7 )% Add: Service Revenues 687,136 97,704 589,432 603.3 % Total Revenues$ 10,347,735 $ 11,689,949 $ (1,342,214 ) (11.5 )%
The change in turnover (handle) is primarily due to the following:
Web-based turnover decreased by approximately$33.4 million or 15.2%. The decrease in turnover is attributable to the following; (i) during the current year theU.S. Dollar exchange rate against the Euro has strengthened from an average rate of$1.205 to$1.094 or 9.2%, resulting in a net currency loss in turnover of approximately$25.7 million , (ii) the closure of the Ulisse Data Transmission Centers ("CTD") locations during the prior year, resulted in a decline in revenues of approximately$14.5 million ; offset by an increase in turnover from Multigioco of approximately$6.7 million or 3.6%. Despite the slow-down in the growth of web-based revenues due to the softening of COVID restrictions, we still managed to grow this line of our business as we continue to gain market share. The percentage of payouts on web-based turnover remained static at 93.3% for the three months endedJune 30, 2022 and 2021 respectively. 33
Land-based turnover increased by approximately$1.6 million or 733.5%. The increase is due to the softening of COVID restrictions during the current year, resulting in more people frequenting land-based locations which led to an improvement in turnover at our Multigioco land based operations, we expect this revenue to increase dramatically as we roll out our approximately 100 land-based locations from our recently acquired operating rights. The percentage of payouts on land-based turnover declined to 85.7% from 76.3% for the three months endedJune 30, 2022 and 2021 respectively. The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the three months endedJune 30, 2022 is as follows; Sports betting turnover represented 19.7% (June 30, 2021 - 23.0%); casino style games represented 79.5% (June 30, 2021 - 76.0%); and other was 0.8% (June 30, 2021 - 1.0%). The shift towards more casino style games during the three months endedJune 30, 2022 , has a negative impact on our gross gaming revenues as the margin earned on our sports book averaged 16.6% (June 30, 2021 - 14.8%) and for our casino style games averaged 4.5% (June 30, 2021 - 4.4%), resulting in a blended GGR of 6.8% (June 30, 2021 6.8%). The percentage decrease in sports book turnover and GGR is primarily due to the closure of all Ulisse Italian based locations inJune 2021 . Although the sports betting hold improved to 16.6% from 14.8%, the lower sports betting turnover and GGR as a percentage of overall turnover and revenue resulted in a static overall blended GGR (or hold) of 6.8%. Gaming taxes decreased by approximately$0.2 million or 5.1%, over the prior period. The relative rate of our gaming taxes, which is based on Gross Gaming Revenues was 24.4% and 22.1% for the three months endedJune 30, 2022 and 2021 respectively. The increase in tax rate is attributable to the closure of the Ulisse CTD operations inJune 2021 , Ulisse had a significantly lower tax rate due to its incorporation being situated outside ofItaly . Service revenues increased by approximately$0.6 million or 603.3%. This is primarily due to; (i) revenues generated by USB operations of approximately$0.3 million and (ii) a general increase in our other service-based revenues across our platform companies. This revenue remains insignificant to total revenues during the periods presented. Selling expenses
We incurred selling expenses of approximately$7.9 million and$9.6 million for the three months endedJune 30, 2022 and 2021, respectively, a decrease of approximately$1.7 million or 17.7%. Selling expenses are commissions that are paid to our sales agents as a percentage of turnover (handle) and are not affected by the winnings that are paid out. Therefore, increases in turnover (handle), will typically result in increases in selling expenses but may not result in increases in overall revenue if winnings/payouts, that are subject to the unknown outcome of sports events that we have no control over, are very high. The percentage of selling expenses to turnover was fairly consistent at 4.2% compared to 4.4% for the three months endedJune 30, 2022 and 2021, respectively.
General and Administrative Expenses
General and administrative expenses were approximately$4.8 million and$4.8 million for the three months endedJune 30, 2022 and 2021, respectively. The general and administrative expenses remained consistent over the prior year despite the addition of the current operating loss from USB business, which added approximately$0.6 million of general and administrative costs for the three months endedJune 30, 2022 and an increase in group non-cash stock based compensation expense of approximately$0.3 million for the three months endedJune 30, 2022 . Management has embarked on a cost reduction exercise, eliminating all unnecessary expenditure and focusing on returning the business to profitability, including the costs identified in our USB subsidiary.
Restructuring and severance expenses
Restructuring and severance expenses was approximately$1.2 million and$0 for the three months endedJune 30, 2022 and 2021, respectively. As mentioned above, management has embarked on a cost reduction exercise, streamlining operations and eliminating duplicated effort wherever possible, ensuring that management is lean and efficient. We eliminated a senior role within the corporate office resulting in a severance expense of approximately$0.4 million and an acceleration of a non-cash stock based compensation charge of approximately$0.75 million , for the immediate vesting of options. Loss from Operations The loss from operations was approximately$3.5 million and$2.7 million for the three months endedJune 30, 2022 and 2021, respectively, an increase of approximately$0.8 million or 29.6%. The increase in operating loss is directly attributable to the decrease in revenue, offset by the decreasing in selling expenses and the increase in restructuring and severance expenses as discussed above.
Interest Expense, Net of Interest Income
Interest expense was immaterial for the three months ended
34 Other income Other income was approximately$0.03 million and$0.09 million for the three months years endedJune 30, 2022 and 2021, respectively, a decrease of approximately$0.06 million or 66.7%. Other income includes additional Covid relief funds received in Ulisse during the prior period.
Change in fair value of contingent purchase consideration
Change in fair value of contingent purchase consideration was approximately$0.5 million and$0 for the three months ended June, 2022 and 2021 respectively, an increase of approximately$0.5 million . The change in fair value of contingent purchase consideration is the accretion expense associated with the present value of contingent purchase consideration due on the acquisition of USB. Other expense
Other expense was immaterial for the three months ended
Gain (Loss) on
The gain on marketable securities was approximately$0.02 million for the three months endedJune 30, 2022 and the loss on marketable securities was approximately$0.29 million for the three months endedJune 30, 2021 , an increase of approximately$0.31 million or 107.1%. The losses and gains on marketable securities is directly related to the stock price of our investment in Zoompass which is marked-to-market each quarter. The shares in Zoompass were acquired by the Company as settlement of a litigation matter, we have no influence over the performance of Zoompass. Loss Before Income Taxes Loss before income taxes was approximately$3.9 million and$2.9 million for the three months endedJune 30, 2022 and 2021, respectively, an increase of approximately$1.0 million or 34.5%. The increase is attributable to the increase in loss from operations, the change in the fair value of contingent purchase consideration, offset by the movement in the gain on marketable securities during the current period. Income Tax Provision The income tax provision was a credit of approximately$0.1 million and$0.1 million for the three months endedJune 30, 2022 and 2021, respectively, The current period credit is due to the reversal of a portion of a tax provision raised in the previous quarter on our Multigioco operations and a deferred tax credit on intangible amortization. Net Loss Net loss was approximately$3.8 million and$2.8 million for the three months endedJune 30, 2022 and 2021, respectively, an increase of approximately$1.0 million or 35.7% due to the increase in loss before income taxes, discussed
above. Comprehensive Loss
Our reporting currency is theU.S. dollar while the functional currency of our Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency of our Canadian subsidiary is the Canadian Dollar and the functional currency of our Colombian operation is the Colombian Peso. The financial statements of our subsidiaries are translated intoUnited States dollars in accordance with ASC 830, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements intoU.S. dollars are included in determining other comprehensive income.
We recorded a foreign currency translation adjustment of approximately
35
Results of Operations for the six months ended
Revenues The following table represents disaggregated revenues from our gaming operations for the six months endedJune 30, 2022 and 2021. Net Gaming Revenues represents Turnover (also referred to as "Handle"), the total bets processed for the period, less customer winnings paid out, and taxes due to government authorities, while Service Revenues represents commissions on lotto ticket sales and Service Revenues is revenue invoiced for our Elys software service and royalties invoiced for the sale of virtual products. Six Months Ended Increase June 30, 2022 June 30, 2021 (decrease) Percentage change Turnover Turnover web-based$ 402,222,106 $ 451,206,769 $ (48,984,663 ) (10.9 )% Turnover land-based 3,603,188 12,043,959 (8,440,771 ) (70.1 )% Total Turnover 405,825,294 463,250,728 (57,425,434 ) (12.4 )% Winnings/Payouts Winnings web-based 374,777,873 420,647,267 (45,869,394 ) (10.9 )% Winnings land-based 2,958,287 10,331,307 (7,373,020 ) (71.4 )% Total Winnings/payouts 377,736,160 430,978,574 (53,242,414 ) (12.4 )% Gross Gaming Revenues 28,089,134 32,272,154 (4,183,020 ) (13.0 )% Less: Gaming Taxes 6,848,210 6,614,311 233,899 3.5 % Net Gaming Revenues 21,240,924 25,657,843 (4,416,919 ) (17.2 )% Add: Service Revenues 1,342,797 189,434 1,153,363 608.8 % Total Revenues$ 22,583,721 $ 25,847,277 $ (3,263,556 ) (12.6 )%
The change in turnover (handle) is primarily due to the following:
Web-based turnover decreased by approximately$49.0 million or 10.9%. The decrease in turnover is attributable to the following; (i) during the current year theU.S. Dollar exchange rate against the Euro has strengthened from an average rate of$1.205 to$1.094 or 9.2%, resulting in a net currency loss in turnover of approximately$41.6 million , (ii) the closure of the CTD locations during the prior year, resulted in a decline in revenues of approximately$31.5 million ; offset by an increase in turnover from Multigioco of approximately$24.1 million or 6.4%. Despite the slow-down in the growth of web-based revenues due to the softening of COVID restrictions, we still managed to grow this line of our business as we continue to gain market share. The percentage of payouts on web-based turnover remained static at 93.2% for the six months endedJune 30, 2022 and 2021 respectively. Land-based turnover decreased by approximately$8.4 million or 70.1%. The decrease in turnover is attributable to the following; (i) during the current year theU.S. Dollar exchange rate against the Euro has strengthened from an average rate of$1.205 to$1.094 or 9.2%, resulting in a net currency loss in turnover of approximately$1.1 million , (ii) the closure of the CTD locations during the prior year, resulted in a decline in revenues of approximately$10.7 million ; offset by an increase in turnover from Multigioco of approximately$3.4 million or 1,666.7%, due to the softening of COVID restrictions during the current year, resulting in more people frequenting land-based locations which led to an improvement in turnover at our Multigioco land based operations. we expect this revenue to increase dramatically as we roll out our approximately 100 land-based locations from our recently acquired operating rights. The percentage of payouts on land-based turnover improved to 82.1% from 85.8% for the six months endedJune 30, 2022 and 2021 respectively. The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the six months endedJune 30, 2022 is as follows; Sports betting turnover represented 19.7% (June 30, 2021 - 23.9%); casino style games represented 79.5% (June 30, 2021 - 75.1%); and other was 0.8% (June 30, 2021 - 1.0%). The shift towards more casino style games during the six months endedJune 30, 2022 , has a negative impact on our gross gaming revenues as the margin earned on our sports book averaged 17.5% (June 30, 2021 - 15.9%) and for our casino style games averaged 4.4% (June 30, 2021 - 4.2%), resulting in a blended GGR of 6.9% (June 30, 2021 7.0%). The percentage decrease in sports book turnover and GGR is primarily due to the closure of all Ulisse Italian based locations inJune 2021 . Although the sports betting hold improved to 17.5% from 15.9%, the lower sports betting turnover and GGR as a percentage of overall turnover and revenue resulted in a static overall blended hold of 6.9%. Gaming taxes increased by approximately$0.2 or 3.5% over the prior period. The relative rate of our gaming taxes, which is based on Gross Gaming Revenues was 24.4% and 20.5% for the six months endedJune 30, 2022 and 2021, respectively. The increase is attributable to the closure of the Ulisse CTD operations inJune 2021 , Ulisse had a significantly lower tax rate due to its incorporation being situated outside ofItaly .
Service revenues increased by approximately$1.2 million or 608.8%. This is primarily due to; (i) revenues generated by USB operations of approximately$0.6 million and (ii) a general increase in our other service-based revenues across our platform companies. This revenue remains insignificant to total revenues during the periods presented. 36 Selling expenses We incurred selling expenses of approximately$17.2 million and$20.3 million for the six months endedJune 30, 2022 and 2021, respectively, a decrease of approximately$3.1 million or 15.3%. Selling expenses are commissions that are paid to our sales agents as a percentage of turnover (handle) and are not affected by the winnings that are paid out. Therefore, increases in turnover (handle), will typically result in increases in selling expenses but may not result in increases in overall revenue if winnings/payouts, that are subject to the unknown outcome of sports events that we have no control over, are very high. The percentage of selling expenses to turnover decreased to 4.2% from 4.4% for the six months endedJune 30, 2022 and 2021, respectively.
General and Administrative Expenses
General and administrative expenses were approximately$9.8 million and$8.9 million for the six months endedJune 30, 2022 and 2021, respectively, an increase of approximately$0.9 million or 10.1%. The increase over the prior year is attributable to the following; an increase in general and administrative expenses of approximately$1.3 million related to the acquisition of USB onJuly 15, 2021 , of which approximately$0.7 million relates to personnel costs; which was offset by a decrease in general and administrative expenses at our European operations and corporate office by approximately$0.9 million in line with our mandate to focus on profitability. Management continues to focus on cost reduction, eliminating all unnecessary expenditure and focusing on returning the business to profitability, including the costs identified in our USB subsidiary.
Restructuring and severance expenses
Restructuring and severance expenses was approximately$1.2 million and$0 for the six months endedJune 30, 2022 and 2021, respectively. As mentioned above, management has embarked on a cost reduction exercise, streamlining operations and eliminating duplicated effort wherever possible, ensuring that management is lean and efficient. We eliminated a senior role within the corporate office resulting in a severance expense of approximately$0.4 million and an acceleration of a non-cash stock based compensation charge of approximately$0.75 million , for an immediate vesting of options. Loss from Operations The loss from operations was approximately$5.6 million and$3.3 million for the six months endedJune 30, 2022 and 2021, respectively, an increase of approximately$2.3 million or 69.7%. The increase in loss from operations is primarily due to the following: (i) the decrease in revenue, the increase in general and administrative expenses and restructuring and severance costs, offset by the decrease in selling expenses, as discussed above.
Interest Expense, Net of Interest Income
Interest expense was immaterial for the six months ended
Amortization of debt discount
The Amortization of debt discount in the prior period related to convertible debentures which were repaid or converted in the prior year.
Other income Other income was approximately$0.07 million and$0.4 million for the six months endedJune 30, 2022 and 2021, respectively, a decrease of approximately$0.03 million or 82.5%. In the prior year, other income included a COVID tax credit of$0.09 million received from the Agenzia delle Dogane e dei Monopoli ("ADM") for taxes previously charged;$0.2 million of COVID relief funds received by Ulisse during the prior period. Other expense
Other expense was approximately$0.01 million and$0.03 million for the six months endedJune 30, 2022 and 2021, respectively, a decrease of approximately$0.02 million or 66.7%. In the prior year, other expenses included an administrative penalty of$0.03 million related toADM taxes provided for by Multigioco.
(Loss) gain on
The gain on marketable securities was approximately$0.09 million and the loss on marketable securities was approximately$0.09 million for the six months endedJune 30, 2022 and 2021, respectively, an increase of approximately$0.18 million . The losses and gains on marketable securities is directly related to the stock price of our investment in Zoompass which is marked-to-market each quarter. The shares in Zoompass were acquired by the Company as settlement of a litigation matter, we have no influence over the performance of Zoompass. 37
Loss Before Income Taxes
Loss before income taxes was approximately$6.3 million and$3.1 million for the six months endedJune 30, 2022 and 2021, respectively, an increase of approximately$3.2 million or 103.2%. The increase is primarily attributable to the increase in loss from operations and the change in fair value of contingent purchase consideration, as discussed above Income Tax Provision
The income tax provision was approximately
Net Loss
Net loss was approximately
Comprehensive Loss
Our reporting currency is theU.S. dollar while the functional currency of our Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency of our Canadian subsidiary is the Canadian Dollar and the functional currency of our Colombian operation is the Colombian Peso. The financial statements of our subsidiaries are translated intoUnited States dollars in accordance with ASC 830, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements intoU.S. dollars are included in determining other comprehensive income.
We recorded a foreign currency translation adjustment of approximately
Liquidity and Capital Resources
Our principal cash requirements have included the funding of acquisitions, repayments of convertible debt and deferred purchase consideration, the purchase of property and equipment, and working capital needs. Working capital needs generally result from expenses incurred in developing our gaming platform for the various markets we operate in and new markets we are developing as well as our intention to aggressively expand into the US market. To date, we financed our business primarily though debt and equity placements and cash generated from operations. Recently, we have financed our business from the sale of shares of our common stock pursuant to the terms of the Open Market Sales AgreementSM that we entered into withJefferies LLC onNovember 19, 2021 , and a registered direct offering and concurrent private placement with an investor that closed onJune 15, 2022 . BetweenMarch 28, 2022 andApril 13, 2022 , we sold 168,016 shares of common stock for gross proceeds of$387,053 , less brokerage fees of$11,612 pursuant to the Open Market Sales AgreementSM that we entered into withJefferies LLC onNovember 19, 2021 . OnJune 13, 2022 , we entered into a Securities Purchase Agreement with a single investor (the "investor") whereby we issued an aggregate of 2,625,000 shares of our common stock and Pre-Funded Warrants to purchase 541,227 shares of common stock in a registered direct offering, in addition we issued a warrant for 3,166,227 shares of common stock, exercisable at$0.9475 per share with a maturity date ofDecember 15, 2027 , to the Investor in a concurrent private placement. The registered direct offering and concurrent private placement closed onJune 15, 2022 . The gross proceeds from the offering were approximately$3,000,000 and the net proceeds from the offering were approximately$2.6 million after deducting certain fees due to the Placement Agent and our estimated transaction expenses. Our ability to generate sufficient cash flow from operations is dependent on the continued demand for our gaming services we offer to our customers through our land based and web based locations as well as the gaming platforms we license to third parties. Based on our forecasts, we believe that we have adequate resources to continue operating for the next twelve months. We plan to continue our expansion plans in both theU.S. and Italian markets at a rate of growth that we believe is sustainable and achievable by us. If additional accretive opportunities arise during the execution of our business plans, we might consider raising additional cash through either debt or equity funding, if such debt or equity raise is available at terms that are acceptable to us, if at all. 38
The ongoing COVID-19 pandemic has impacted our Italian based operations, we have seen a shift towards web-based turnover (Handle) from our land-based turnover with the permanent closure of our Ulisse betting shop locations. The percentage Hold or Gross Gaming Revenue generated from our turnover is typically lower on web-based business which generally favors more casino type gaming at lower
margins, as discussed above. Assets AtJune 30, 2022 , we had total assets of approximately$42.9 million compared to approximately$44.6 million atDecember 31, 2021 . A decrease of approximately$1.7 million , primarily due to a decrease in cash balances of approximately$1.3 million , a decrease in gaming receivables of approximately$1.5 million , offset by an increase in prepaid expenditure of approximately$1.0 million , primarily related to prepaid software development expenses for the US market, the balance of the movement is made up of several individually insignificant asset movements. Liabilities AtJune 30, 2022 , we had approximately$26.6 million and$26.8 million in total liabilities atDecember 31, 2021 . The decrease is primarily attributable to a decrease in accounts payable and accrued liabilities of approximately$2.0 million , primarily due to the concerted effort to reduce expenditure and the payment of several significant corporate legal bills during the current period, an increase in operating lease liabilities of approximately$0.5 million , due to a new Multigioco property lease entered into to accommodate the groups expansion, an increase in contingent purchase consideration of approximately$0.9 million , and an increase in promissory notes payable to a shareholder and director of approximately$0.26 million . Working Capital
Working capital remained static at approximately
Accumulated Deficit As ofJune 30, 2022 , we had accumulated deficit of approximately$54.6 million compared to accumulated deficit of approximately$48.2 million at December
31, 2021.
Cash Flows from Operating Activities
Net cash used in operating activities was approximately$3.6 million and$1.8 million for the six months endedJune 30, 2022 and 2021, respectively, an increase of approximately$1.8 million . The increase in cash used in operating activities is primarily due to the increase in operating loss of approximately$3.0 million as discussed under results of operations above, offset by an increase in non-cash movements of approximately$2.6 million , primarily due to an increase in the movement in stock based compensation expense of approximately$1.3 million , including the accelerated amortization of stock options granted to a severed executive whose options vested immediately, the movement in the change in the fair value of contingent purchase consideration of approximately$0.9 million , due to the accretion expense expected on the USB earnout, and the increase in the movement of depreciation and amortization of approximately$0.45 million , primarily due the amortization of intangibles on the acquisition of USB.
Cash Flows from Investing Activities
Net cash used in investing activities for the six months endedJune 30, 2022 was approximately$0.2 million compared to net cash used in investing activities of approximately$0.1 million for the six months endedJune 30, 2021 . We invested funds in computer related software and hardware predominantly for theU.S.
based expansion strategy.
Cash Flows from Financing Activities
Net cash provided by financing activities for the six months endedJune 30, 2022 was approximately$3.1 million compared to approximately$2.9 million for the six months endedJune 30, 2022 . In the current period, a net amount of approximately$2.6 million was raised from a registered direct offering discussed above, after broker fees and expenses of approximately$0.4 million , and a further, approximately$0.25 million was raised from ATM sales, as discussed above. In the prior year net cash provided by financing activities consisted primarily of net proceeds of approximately$3.9 million raised from the exercise of warrants related to the underwritten public offering inAugust 2020 , offset by the repayment of the bank letter of credit of approximately$0.5 million and the payment of deferred purchase consideration of approximately
$0.4 million . Contractual Obligations
Current accounting standards require disclosure of material obligations and commitments to make future payments under contracts, such as debt, lease agreements, and purchase obligations.
39 The amount of future minimum lease payments under finance leases are as follows: Amount Remainder of 2022$ 3,989 2023 6,488 2024 753 Total undiscounted minimum future lease payments$ 11,230 The amount of future minimum lease payments under operating leases are as follows: Amount Remainder of 2022$ 165,030 2023 288,991 2024 218,147 2025 196,715 2026 and thereafter 321,741 Total undiscounted minimum future lease payments$ 1,190,624
Off-Balance-Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that we expect to be material to investors. We do not have any non-consolidated, special-purpose entities. Related Party Transactions
Deferred Purchase consideration,
During the first and second quarter of the prior year, we paid the remaining balance of €312,500 (approximately$385,121 ) to related parties in terms of the Virtual Generation promissory note. The movement on deferred purchase consideration consists of the following:December 31, 2021
Principal Outstanding Promissory notes due to related parties $ 382,128 Repayment in cash
(385,121 ) Foreign exchange movements 2,993 - Present value discount on future payments Present value discount (5,174 ) Amortization 5,133 Foreign exchange movements 41 - Deferred purchase consideration, net $ -
Related party payables and receivables represent non-interest-bearing (payables) receivables that are due on demand.
The balances outstanding are as follows:
June 30, 2022 December 31, 2021Related Party payables Luca Pasquini $ (173 ) $ (502 ) Victor Salerno (321,144 ) (51,878 )$ (321,317 ) $ (52,380 ) Related Party Receivables Luca Pasquini $ - $ 1,413 40 Luca Pasquini OnJanuary 31, 2019 , we acquired Virtual Generation for €4,000,000 (approximately$4,576,352 ),Mr. Pasquini , who at the time of acquisition was an executive officer and director of the Corporation, was a 20% owner of Virtual Generation and was due gross proceeds of €800,000 (approximately$915,270 ). The gross proceeds of €800,000 was to be settled by a payment in cash of €500,000 over a twelve month period and by the issuance of common stock valued at €300,000 over an eighteen month period. As ofJune 30, 2021 , we had paidMr. Pasquini the full cash amount of €500,000 (approximately$604,380 ) and issued 112,521 shares valued at €300,000 (approximately$334,791 ).
On
OnJuly 11, 2021 , we entered into an agreement with Engage IT Services Srl.("Engage"), to provide gaming software and maintenance and support of the system, the total contract price was €390,000 (approximately$459,572 ), in addition, onOctober 14, 2021 , we entered into a further agreement with Engage, to provide gaming software and maintenance and support of the system for a period of 12 months, the total contract price was €1,980,000 (approximately$2,192,000 ).Mr. Pasquini owns 34% of Engage OnSeptember 13, 2021 ,Mr. Pasquini , the Company's Vice President of Technology, resigned as a director of the Company and onOctober 4, 2021 ,Mr. Pasquini became the Global Head of Engineering of the Company's subsidiaryOdissea Betriebsinformatik Beratung GmbH and ceased to be Vice President of Technology and an executive officer of the Company.Michele Ciavarella Mr. Ciavarella , the Company's Executive Chairman of the Board, agreed to receive$140,000 of his 2021 fiscal year compensation as a restricted stock award, onJanuary 22, 2021 , we issuedMr. Ciavarella 24,476 shares of common stock valued at$140,000 on the date of issue.
On
On
Carlo Reali
On
On
We do not have a formal employment or other compensation related agreement withMr. Reali ; however,Mr. Reali will continue to receive the same compensation that he currently receives which is an annual base salary of €76,631 (approximately$83,847 ).Victor Salerno
On
Together with the consummation of the acquisition of USB, we entered into a 4 year employment agreement withMr. Salerno terminating onJuly 14, 2025 (the "Salerno Employment Agreement"), automatically renewable for a period of one year unless notified by either party of non-renewal. The employee will earn an initial base salary of$0 and thereafter$150,000 per annum commencing onJanuary 1, 2022 .Mr. Salerno is entitled to bonuses, equity incentives and benefits consistent with those of other senior employees.Mr. Salerno may be terminated for no cause or resign for good reason, which termination would entitle him to the greater of one year's salary or the remaining term of the employment agreement plus the highest annual incentive bonus paid to him during the past two years. IfMr. Salerno is terminated for cause he is entitled to all unpaid salary and expenses due to him at the time of termination. If the employment agreement is terminated due to death, his heirs and successors are entitled to all unpaid salary, unpaid expenses and one times his annual base salary. Termination due to disability will result inMr. Salerno being paid all unpaid salary and expenses and one times annual salary. 41 Pursuant to the Salerno Employment Agreement,Mr. Salerno has also agreed to customary restrictions with respect to the disclosure and use of the Company's confidential information and has agreed that work product or inventions developed or conceived by him while employed with the Company relating to its business is the Company's property. In addition, during the term of his employment and if terminated for cause for the 12 month period following his termination of employment,Mr. Salerno has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the type of services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company's employees or independent contractors to terminate their employment with the Company, (3) solicit any actual or prospective customers with whom he had material contact on behalf of a competing business or (4) solicit any actual or prospective vendors with whom he had material contact to support a competing business.
On
Prior to the acquisition of USB,
BetweenFebruary 23, 2022 andMay 18, 2022 ,Mr. Salerno advanced USB a total of$260,000 in terms of purported promissory notes, bearing interest at 10% per annum and repayable onJune 30, 2022 . These purported promissory notes contain a default clause whereby any unpaid principal would attract an additional 25% penalty. These notes were advanced to USB without our consent, as per the terms of the Members Interest Purchase Agreement entered into onJuly 15, 2021 . Therefore we acknowledge the advances of funds to USB byMr. Salerno , however the terms of the advance and the default penalty have not been accepted and are subject to negotiation or dispute.Paul Sallwasser OnSeptember 13, 2021 , we grantedMr. Sallwasser ten year options exercisable for 21,300 shares of common stock at an exercise price of$5.10 , vesting equally over a twelve month period commencing onSeptember 13, 2021 .Steven Shallcross
On
OnSeptember 13, 2021 , we grantedMr. Shallcross ten year options exercisable for 13,600 shares of common stock at an exercise price of$5.10 , vesting equally over a twelve month period commencing onSeptember 13, 2021 .Andrea Mandel-Mantello
On
On
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