ITEM 1. FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation and Nature
of Business
Basis of Presentation
The accompanying unaudited consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)
for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the three and three months ended March 31, 2019 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 2019. The balance sheet at December 31, 2018 has been derived from the Company’s
audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP
for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes
thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the
U.S. Securities and Exchange Commission (“SEC”).
Nature of Business
Newgioco Group, Inc. (“Newgioco
Group” or the “Company”) was incorporated in the state of Delaware on August 26, 1998 as Pender International
Inc. On September 30, 2005, the Company changed its name to Empire Global Corp., and on July 20, 2016 changed its name to Newgioco
Group, Inc. The Company maintains its principal executive offices headquartered in Toronto, Canada with wholly-owned subsidiaries
in Canada, Italy and Austria.
The Company’s subsidiaries include:
Multigioco Srl (“Multigioco”), acquired on August 15, 2014, Rifa Srl (“Rifa”), acquired on January 1, 2015,
and Ulisse GmbH (“Ulisse”) and Odissea Betriebsinformatik Beratung GmbH (“Odissea”) which were both acquired
on July 1, 2016, Virtual Generation Limited (“VG”), acquired on January 30, 2019 and a non-operating subsidiary Newgioco
Group, Inc. based in Canada.
Newgioco Group is a commercial stage
and vertically integrated company operating in one line of business that provides certified Betting Platform Software (“BPS”)
services to and the operating of leisure betting establishments situated throughout Italy and in 11 other countries. The Company is comprised of 3 geographically
organized groups: an Operational Group; Technology Group; and a Corporate Group with approximately 70 employees organized as follows:
|
a)
|
the Operational Group is based in Europe and maintains administrative
and customer service offices headquartered in Rome, Italy with sub offices for operations administration, and risk management and
trading in Naples and Teramo, Italy and Valetta, Malta;
|
|
b)
|
the Technology Group is based in Innsbruck, Austria and manages software
development, training and administration; and
|
|
c)
|
the Corporate Group is based in North America which includes a head
office situated in Toronto, Canada with a sub office in Scottsdale, Arizona through which our CEO, CFO and VP Corporate Development
carry-out our corporate duties, handle day-to-day reporting and other operations such as U.S. development and planning, and through
which various independent contractors and vendors are engaged.
|
2. Summary of Significant Accounting
Policies
Basis of consolidation
The consolidated financial statements
include the financial statements of the Company and its subsidiaries, all of which are wholly-owned. All significant inter-company
transactions are eliminated upon consolidation.
Certain items in prior periods were
reclassified to conform to the current period presentation.
9
Use of estimates
The preparation of the financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue
and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include
valuing equity securities issued in share-based payment arrangements, determining the fair value of assets acquired, allocation
of purchase price, impairment of long-lived assets, the collectability of receivables and the value of deferred taxes and related
valuation allowances. Certain estimates, including evaluating the collectability of receivables and advances, could be affected
by external conditions, including those unique to our industry and general economic conditions. It is possible that these external
factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all
of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Goodwill
The Company allocates the fair value
of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair
values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities
is recorded as goodwill.
Such valuations require management to
make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain
intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade
names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon
assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may
differ from estimates.
The Company annually assesses whether the carrying value of its intangible assets exceeds their fair value and, if necessary, records
an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances
have occurred which indicate that the carrying amount of an intangible asset exceeds its fair value. If the carrying amount of
the intangible asset exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. No
asset impairment charges were incurred during the three months ended March 31, 2019 or March 31, 2018. For the three months ended
March 31, 2019 approximately $5,000 in goodwill was recorded as part of an acquisition.
10
Long-Lived Assets
The Company evaluates the carrying value
of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book
value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable.
If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value
over the estimated fair value will be charged to earnings.
Fair value is based upon discounted
cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if
appropriate, current estimated net sales proceeds from pending offers.
Derivative Financial Instruments
The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments,
including convertible notes and stock purchase warrants, to determine if such instruments are derivatives or contain features that
qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income.
For option-based simple derivative financial
instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period.
As a result of the adoption of ASU 2017-11
in the third quarter of 2018, the Company has no derivative financials instruments classified as a liability at March 31, 2019
and December 31, 2018.
Earnings Per Share
Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share” provides for calculation
of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed
by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity and include
warrants granted and convertible debt. These potentially dilutive securities were included in the calculation of earnings per share
for the three months ended March 31, 2018 but not for the three months ended March 31, 2019 because the effect would have been
anti-dilutive. Accordingly, basic and diluted loss per common share is the same for the three months ended March 31, 2019.
11
The following is a reconciliation of
weighted average shares and a calculation of earnings per share:
|
|
Three Months Ended
March 31,
|
|
|
2019
|
|
2018
|
Net (Loss) Income
|
|
|
(3,105,216
|
)
|
|
|
768,677
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Basic Shares
|
|
|
76,394,867
|
|
|
|
74,186,583
|
|
Effect of dilutive securities
|
|
|
—
|
|
|
|
1,909,470
|
|
Weighted Average diluted Shares
|
|
|
76,394,867
|
|
|
|
76,096,053
|
|
|
|
|
|
|
|
|
|
|
(Loss) Earnings per share
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.04
|
)
|
|
|
0.01
|
|
Diluted
|
|
|
(0.04
|
)
|
|
|
0.01
|
|
Currency translation
The Company's subsidiaries operate in
Europe with a functional currency of Euro and in Canada with a functional currency of Canadian dollars. In the consolidated financial
statements, revenue and expense accounts are translated at the average rates during the period, assets and liabilities are translated
at period-end rates and equity accounts are translated at historical rate. Translation adjustments arising from the use of different
exchange rates from period to period are included as a component of stockholders' equity. Gains and losses from foreign currency
transactions are recognized in current operations.
Revenue Recognition
In May 2014, the FASB issued Accounting
Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which requires revenue
to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that
is expected to be received for those goods or services. ASU 2014-09 (“ASC Topic 606”) supersedes the existing revenue
recognition guidance and is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted
ASC Topic 606 on January 1, 2018 and has determined that the new standard does not have a material impact on the nature and timing
of revenues recognized.
Revenues from sports-betting, casino,
cash and skill games, slots, bingo and horse race wagers represent the gross pay-ins (also referred to as turnover) from customers
less gaming taxes and payouts to customers. Revenues are recorded when the game is closed which is representative of the point
in time at which the Company has satisfied its performance obligation. In addition, the Company receives commissions from the sale
of scratch tickets and other lottery games. Commissions are recorded when the ticket for scratch off tickets and lottery tickets
are sold.
Revenues from the BPS include license
fees, training, installation, and product support services. Revenue is recognized when transfer of control to the customer has
been made and the Company’s performance obligation has been fulfilled. License fees are calculated as a percentage of each
licensee’s level of activity and are contingent upon the licensee’s usage. The license fees were recognized on an accrual
basis as earned.
Cash and equivalents
The Company considers all highly liquid
debt instruments with maturities of three months or less at the time acquired to be cash equivalents. The Company had no cash equivalents
as of March 31, 2019 and December 31, 2018.
The Company primarily places its cash
with high-credit quality financial institutions located in the United States which are insured by the Federal Deposit Insurance
Corporation, in Canada which are insured by the Canadian Deposit Insurance Corporation, in Italy which is insured by the Italian
deposit guarantee fund Fondo Interbancario di Tutela dei Depositi (FITD) and in Germany which is a member of the Deposit Protection
Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken).
12
Gaming accounts receivable
Gaming accounts receivable represents
gaming deposits made by customers to their online gaming accounts either directly by credit card, bank wire, e-wallet or other
accepted method through one of our websites or indirectly by cash collected at the cashier of a betting shop but not yet credited
to our bank accounts and subject to normal trade collection terms without discounts. The Company periodically evaluates the collectability
of its gaming accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical
collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company does
not require collateral to support customer receivables. The Company recorded bad debt expense $nil and $6,354 for the three months
ended March 31, 2019 and 2018, respectively. All balances previously recorded as allowance for doubtful accounts were written off
as uncollectible.
Gaming account balances
Gaming account balances represent customer
balances, including winnings and deposits, that are held as credits in online gaming accounts and have not as of yet been used
or withdrawn by the customers. Customers can request payment from the Company at any time and the payment to customers can be made
through bank wire, credit card, or cash disbursement from one of our locations. Online gaming account credit balances are non-interest
bearing.
Fair Value Measurements
ASC Topic 820, Fair Value Measurement
and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and
unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1: Observable inputs
such as quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than
quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities
in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs
in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those
that a market participant would use.
The carrying value of the Company's
short-term investments, prepaid expenses, accounts receivables, other current assets, accounts payable and accrued liabilities,
gaming account balance, and advances from shareholder approximate fair value because of the short-term maturity of these financial
instruments.
On March 31, 2018, in connection with a settlement
agreement with 2336414, the Company received 2,500,000 shares of common stock of Zoompass Holdings, Inc. The value of these shares
are included in
Investment in non-consolidated entities
and is revalued every quarter with fluctuations in fair value recorded
to earnings. The fair value of the investment is based on the closing price of the shares reported on the principal stock exchange
on which they are traded. At March 31, 2019 the Company held 2,500,000 shares of Zoompass which traded at a closing price of $0.10,
or value of $250,000. For the three months ended March 31, 2019, an unrealized loss of $25,000 related to the investment in Zoompass.
The following tables presents assets that are
measured and recognized at fair value as of March 31, 2019 and March 31, 2018, on a recurring basis:
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|
March 31, 2019
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Carrying
Value
|
Shares of Zoompass Holdings, Inc.
|
|
$
|
250,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
250,000
|
|
|
|
March 31, 2018
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Carrying
Value
|
Shares of Zoompass Holdings, Inc.
|
|
$
|
350,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
350,000
|
|
13
Property, plant and equipment
Property, plant and equipment are stated
at acquisition cost less accumulated depreciation and adjustments for impairment losses. Expenditures are capitalized only when
they increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized
as expenses in the statement of income as incurred.
Depreciation is charged on a straight-line
basis over the estimated remaining useful lives of the individual assets. Amortization commences from the time an asset is put
into operation. The range of the estimated useful lives is as follows:
Trademarks / names
|
14 years
|
|
Office equipment
|
5 years
|
|
Office furniture
|
8 1/3 years
|
|
Signs and displays
|
5 years
|
|
Income Taxes
We use the asset and liability method
of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense
is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary
differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to
reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely
than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
The recently passed comprehensive tax
reform bill could adversely affect our business and financial condition.
The Company has elected to include interest
and penalties related to uncertain tax positions, if determined, as a component of income tax expense.
In Italy, tax years beginning 2015 forward,
are open and subject to examination, while in Austria companies are open and subject to inspection for five years and ten years
for inspection of serious infractions. In the United States and Canada, tax years beginning 2015 forward, are subject to examination.
The Company is not currently under examination and it has not been notified of a pending examination.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined
as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner
sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities.
The Company adopted FASB ASC 220-10-45,
“Reporting Comprehensive Income”. ASC 220-10-45 establishes standards for reporting and presentation of comprehensive
income and its components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains
(losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future
contracts that qualify as a hedge; and negative equity adjustments.
14
Investment in Non-Consolidated Entities
Investments in non-consolidated entities
consists of 2,500,000 shares of Zoompass Holdings and is accounted for at fair value, with changes recognized into earnings in
accordance with ASU 2016-1, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities.”
Net unrealized (losses) recorded to
earnings related to these securities were $25,000 for the three months ended March 31, 2019.
Recent Accounting Pronouncements
Not Yet Adopted
In August 2018, the FASB issued ASU No.
2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value
Measurement. The purpose of this updated guidance is to improve the effectiveness and disclosures in the notes to the financial
statements. The ASU removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level
2 of the fair value hierarchy; removes the policy for timing of transfers between levels; and removes the disclosure related to
the valuation process for Level 3 fair value measurements. The ASU also modifies existing disclosure requirements which relate
to the disclosure for investments in certain entities which calculate net asset value and clarifies the disclosure about uncertainty
in the measurements as of the reporting date. For all entities, the effective date for this guidance is fiscal years beginning
after December 15, 2019, including interim periods within the reporting period, with early adoption permitted. Entities are also
allowed to elect early adoption of the eliminated or modified disclosure requirements and delay adoption of the new disclosure
requirements until their effective date. The Company is currently evaluating the impact of the new guidance on its consolidated
financial statements.
In January 2017, the FASB issued ASU
No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The main objective
of this guidance is to simplify the accounting for goodwill impairment by requiring that impairment charges be based upon the first
step in the current two-step impairment test under ASC 350. Currently, if the fair value of a reporting unit is lower than its
carrying amount (Step 1), an entity calculates any impairment charge by comparing the implied fair value of goodwill with its carrying
amount (Step 2). The implied fair value of goodwill is calculated by deducting the fair value of all assets and liabilities of
the reporting unit from the reporting unit’s fair value as determined in Step 1. To determine the implied fair value of goodwill,
entities estimate the fair value of any unrecognized intangible assets and any corporate-level assets or liabilities that were
included in the determination of the carrying amount and fair value of the reporting unit in Step 1. Under this guidance, if a
reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference.
The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This guidance eliminates the
requirement to calculate a goodwill impairment charge using Step 2. This guidance does not change the guidance on completing Step
1 of the goodwill impairment test. Under this guidance, an entity will still be able to perform the current optional qualitative
goodwill impairment assessment before determining whether to proceed to Step 1. The guidance in the ASU will be applied prospectively
and is effective for the Company for annual and interim impairment tests performed in periods beginning after December 15, 2019.
The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A
lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right
of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less,
a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease
liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period
presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for
all public business entities and all nonpublic business entities upon issuance. The Company is currently continuing to evaluate
the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements. The Company (as an EGC) that
is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after
December 15, 2019. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.
The Company has reviewed all recently issued,
but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations,
financial position, and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant
effect on current or future earnings or operations.
15
3. Acquisition of betting software
technology; offline and land-based gaming assets
Ulisse GmbH (“Ulisse”) Acquisition
On June 30, 2016, the Company entered into
a Share Exchange Agreement (“Ulisse SPA”), which closed on July 1, 2016, with the shareholders of Ulisse organized
under the laws of Austria. Ulisse operates a network of approximately 170 land-based agency locations. Pursuant to the agreement,
the Company issued 3,331,200 shares of common stock in consideration for 100% of the issued and outstanding shares of Ulisse.
Pursuant to the Ulisse SPA, the purchase price
was subject to an adjustment equal to two times earnings before income taxes calculated on a pro rata basis from the closing date
upon completion of the ADM license tender auction. The sellers were also permitted to exercise the option to resell to the Company
50% of the shares of common stock (or 1,665,600 shares) issued in consideration for the purchase price at a fixed price of USD
$0.50 per share (the “Ulisse Put Option”).
On May 31, 2018, the Company and Ulisse mutually
agreed to exercise the Ulisse Put Option in lieu of completion of the ADM license tender auction. The Company repurchased and retired
the shares issued in June 2016 with a purchase price adjustment to 10 million Euros (approximately USD $11.7 million). The purchase
price adjustment was paid half in cash of 5 million Euros (approximately USD $5.85 million) and the Company issued 4,735,600 shares
to the sellers on May 31, 2018 to settle the balance of the purchase price adjustment in shares of common stock at the closing
price of $1.18 per share on May 31, 2018
Multigioco Acquisition
On May 31, 2018, the Company and Multigioco
mutually agreed to exercise the option to repurchase the shares issued to the shareholders of Multigioco at the closing of the
acquisition of Multigioco on August 15, 2014 (“Multigioco Put Option”). The Company repurchased and retired the balance
of 2,040,000 shares issued to the Multigioco sellers in exchange for EUR 510,000 (approximately USD $595,000).
Virtual Generation Limited (“VG”)
Acquisition
On January 30, 2019, the Company entered into
a Share Exchange Agreement (“VG SPA”), with the shareholders of Virtual Generation (“VG”) organized under
the laws of Republic of Malta. VG owns and has developed a virtual gaming software platform, together with all the ordinary shares
of Naos Holding Limited, a company organized under the laws of Republic of Malta (“Naos”) that owns 3,999 of the 4,000
issued and outstanding ordinary shares of VG. Pursuant to the agreement, the Company issued 522,380 shares of common stock in consideration
for 100% of the issued and outstanding shares of VG.
Pursuant to the Purchase Agreement,
on the Closing Date, the Company agreed to pay the Sellers the previously agreed to Four Million Euro (€4,000,000) in consideration
for all the ordinary shares of VG and Naos, on the Closing Date as follows:
|
(i)
|
a cash payment of One Hundred and Eight Thousand Euro (€108,000);
|
|
(ii)
|
the issuance of shares of the Company’s common stock valued at Eighty-Nine Thousand Euro (€89,000); and
|
|
(iii)
|
the delivery of a non-interest bearing promissory note (the “Promissory Note”) providing for the payment of (a) an aggregate of €2,392,000 in cash in 23 equal and consecutive monthly instalments of €104,000 with the first such payment due and payable on the date that is one (1) month after the Closing Date; and (b) an aggregate of €1,411,000 in shares of the Company’s common stock in seventeen (17) equal and consecutive monthly instalments of €83,000 as determined by the average of the closing prices of such shares on the last ten (10) trading days immediately preceding the determination date of each monthly issuance, commencing on March 1, 2019.
|
The value of the EUR 4,000,000 promissory note
net of discount was EUR 3,665,255 ($4,193,374 U.S.). The note was allocated as 40% as related party and 60% non-related party.
In the first quarter ending March 31, 2019, cash payments were $240,015 net of interest of $2,354. Shares were issued at an equivalent
of $195,220 net of interest of $1,563. Transaction gain during the quarter was $150. As of March 31, 2019, the promissory note
net of discount related to the purchase of VG had a balance of $3,758,289 ($1,502,832 related party; $2,255,457 non-related party).
The purchase price was allocated to
the fair market value of tangible and intangible assets acquired and liabilities assumed. Intangible assets will be amortized over
their remaining useful life as follows:
16
|
|
|
|
Remaining Useful Life
|
Cash
|
|
$
|
47,268
|
|
|
|
Current assets
|
|
|
221,287
|
|
|
|
Property, Plant and Equipment
|
|
|
41,473
|
|
|
1-3 years
|
Identifiable intangible assets:
|
|
|
310,028
|
|
|
|
Less: liabilities assumed
|
|
|
(121,247
|
)
|
|
|
Total identifiable assets less liabilities assumed
|
|
|
188,781
|
|
|
|
Intangible assets acquired
|
|
|
4,000,000
|
|
|
|
Total purchase price
|
|
|
4,193,374
|
|
|
|
Excess purchase price
|
|
$
|
4,594
|
|
|
|
4. Intangible Assets
Intangible assets consist of the following:
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Life (years)
|
Betting Platform Software
|
|
$
|
1,685,371
|
|
|
$
|
1,685,371
|
|
|
|
15
|
|
Ulisse Bookmaker License
|
|
|
9,724,244
|
|
|
|
9,724,244
|
|
|
|
—
|
|
Multigioco and Rifa ADM Licenses
|
|
|
970,422
|
|
|
|
970,422
|
|
|
|
1.5 - 7
|
|
VG Licenses
|
|
|
4,000,000
|
|
|
|
—
|
|
|
|
—
|
|
Location contracts
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
5 - 7
|
|
Customer relationships
|
|
|
870,927
|
|
|
|
870,927
|
|
|
|
10 - 15
|
|
Trademarks/names
|
|
|
110,000
|
|
|
|
110,000
|
|
|
|
14
|
|
Websites
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
5
|
|
|
|
|
18,400,964
|
|
|
|
14,400,964
|
|
|
|
|
|
Accumulated amortization
|
|
|
(1,932,453
|
)
|
|
|
(1,817,507
|
)
|
|
|
|
|
Balance
|
|
$
|
16,468,511
|
|
|
$
|
12,583,457
|
|
|
|
|
|
The Company evaluates intangible assets
for impairment on an quarterly basis during the last month of each year and at an interim date if indications of impairment exist.
Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being
recognized only when the fair value is less than carrying value. The Company recorded approximately $115,000 and $113,000 in amortization
expense for the finite-lived assets the three months ended March 31, 2019 and March 31, 2018 respectively.
Licenses obtained by the Company in
the acquisitions of Multigioco and Rifa include a Gioco a Distanza (“GAD”) online license as well as a Bersani and
Monti land-based licenses issued by the Italian gaming regulator (ADM) to Multigioco and Rifa, respectively, as well as an Austrian
Bookmaker License through the acquisition of Ulisse.
The Company believes that the carrying
amounts of its intangible assets are recoverable. However, if adverse events were to occur or circumstances were to change indicating
that the carrying amount of such assets may not be fully recoverable, the assets would be reviewed for impairment and the assets
could be impaired.
17
5. Restricted Cash
Restricted cash is cash held in a segregated
bank account at Intesa Sanpaolo Bank S.p.A. (“Intesa Sanpaolo Bank”) as collateral against our operating line of credit
with Intesa Sanpaolo Bank as well as Wirecard Bank as a security deposit for Ulisse betting operations. In addition, the Company
maintains a $1 million deposit at Metropolitan Commercial bank held as security against a $1 million line of credit. See Note 7.
6. Other long term liabilities
Other long term liabilities represents
the Italian “Trattamento di Fine Rapporto” which is a severance amount set up by Italian companies to be paid to employees
on termination or retirement as well as shop deposits that are held by Ulisse.
Balances of other long term liabilities
were as follows:
|
|
March 31, 2019
|
|
December 31, 2018
|
Severance liability
|
|
$
|
182,145
|
|
|
$
|
168,706
|
|
Customer deposit balance
|
|
|
437,846
|
|
|
|
440,021
|
|
Total other long term liabilities
|
|
$
|
619,991
|
|
|
$
|
608,727
|
|
7. Line of Credit –
Bank
The Company currently maintains an operating
line of credit for a maximum amount of EUR 300,000 (approximately USD $340,000) for Multigioco and EUR 50,000 (approximately USD
$57,000) for Rifa from Intesa Sanpaolo Bank in Italy. The line of credit is secured by restricted cash on deposit at Intesa Sanpaolo
Bank and guaranteed by certain shareholders of the Company and bears a fixed rate of interest at 5% per annum on the outstanding
balance with no minimum payment, maturity or due date. In addition, the Company maintains a $1 million secured revolving line of
credit from Metropolitan Commercial Bank in New York, which bears a fixed rate of interest of 3.00% on the outstanding balance
with an interest only monthly minimum payment, no maturity or due date and is secured by a $1 million security deposit. See Note
5. At March 31, 2019, the Line of Credit has an outstanding balance of $825,000.
8. Related party transactions and
balances
Related Party Loans
In February 2018 the Company provided
a loan of EUR 39,048 (approximately USD $45,000) to Engage IT Services Srl to finance hardware purchased by third-party betting
shops.
In June 2018, the Company increased the loan by approximately EUR 46,000 (approximately
U.S. $53,000).
The loans bear interest at 4.47% and is due in February 2019. An officer of the Company holds a 34% stake
in Engage IT Services Srl.
Advances from stockholders represent
non-interest-bearing loans that are due on demand. Interest was imputed at 5% per annum. Balances of Advances from stockholders
are as follows:
|
|
March 31, 2019
|
|
December 31, 2018
|
Gold Street Capital Corp.
|
|
$
|
44,683
|
|
|
$
|
39,237
|
|
Total advances from stockholders
|
|
$
|
44,683
|
|
|
$
|
39,237
|
|
Amounts due to Gold Street Capital Corp.,
the major stockholder of Newgioco Group, are for reimbursement of expenses. During the three months ended March 31, 2019 and March
31, 2018, the Company paid management fees of $nil and $36,000, respectively, to Gold Street Capital Corp.
18
In January 2018, the Company advanced
EUR 100,000 (approximately USD $116,000) to an officer to cover fees related to an application for a gaming license in Malta, under
the name Ulisse Services, Ltd. As of the date of this report the application is pending and there is no assurance that the gaming
license in Malta would be obtained. Changes in the balance of the advance were due to the fluctuations in foreign exchange rates.
During the three months ended March
31, 2019 and 2018, the Company paid management fees of approximately EUR 120,000 (approximately U.S. $136,256 and $147,516, respectively)
to Ulisse Services, Ltd. to cover office and set-up expenses, of which EUR 40,000 (approximately U.S. $44,868) is included in accounts
payable.
The amounts due to the stockholders
at March 31, 2019 are non-interest bearing and due on demand.
Related-Party Debt
Promissory notes payable to related
parties with a principal of approximately $318,000 represents amounts due to Braydon Capital Corp., a company owned by Claudio
Ciavarella, the brother of our CEO. These notes bear interest at a rate of 1% per month and have no fixed maturity date. Accounts
payable and accrued liabilities include approximately $123,000 in accrued interest on these notes.
9. Stockholders’ Equity
In connection to the debenture units
issued in the first quarter of 2018, the Company issued an aggregate of 111,000 shares of common stock at 100% of the market price
to the debenture holders.
For the quarter ending March 31, 2019, the
Company issued an aggregate of 2,300,487 shares of common stock to debenture holders who elected to convert. See also Note 10.
On January 30, 2019, the Company issued 259,600
shares and on March 1, 2019, the Company issued an additional 262,780 shares (522,380 total shares) in connection with the Company’s
acquisition of Virtual Generation (“VG”). Refer to Note 3.
10. Convertible Debt
Convertible debt consists of Notes in
USD and CAD issued in the first and second quarter of 2018. For the three months ended March 31, 2019, $919,824 ($864,623 principal
plus $55,200 accrued interest) of convertible notes were redeemed for 2,300,487 of the Company’s common stock. At March 31,
2019, the Company has $7,774,208 principal debt plus accrued interest of $668,492 net of a discount of $3,300,942 and recorded
a loss of $109,810 to account for the foreign currency translation of the debt issued in CAD.
11. Notes Payable
In December 2014, the Company received
a promissory note in the principal amount of CDN $500,000 (approximately USD $375,000) from Paymobile, a subsidiary of 2336414
of which the Company owned 666,664 common shares, that bears interest at a rate of 1% per month on the outstanding balance.
On January 30, the Company issued a
promissory note of EUR 4,000,000 which had a net of discount value of EUR 3,665,255 ($4,193,374 U.S.) pursuant to their acquisition
of Virtual Generation (“VG”). As of March 31, 2019 the note had a balance of $3,758,289 ($1,502,832 related party;
$2,255,457 non-related party). See Note 3.
12. Bank Loan Payable
In September 2016, the Company obtained
a loan of EUR 500,000 (approximately USD $580,000) from Intesa Sanpaolo Bank in Italy, which loan is secured by the Company's assets.
The loan has an underlying interest rate of 4.5 points above Euro Inter Bank Offered Rate, subject to quarterly review and is amortized
over 57 months ending March 31, 2021. Monthly repayments of EUR 9,760 (approximately USD $11,000) began in January 2017.
The Company made payments of EUR 29,300
(approximately USD $32,900 for the three months ended March 31, 2019 which included principal of approximately $29,100 and interest
of approximately $3,800 for the three months ended March 31, 2019.
19
13. Warrants
In connection with the private placement
agreements entered into with accredited investors in the first and second quarter of 2018, for each USD $1,000 debenture unit the
Company issued two-year warrants to purchase up to 1082.25 shares of the Company’s common stock and for each CDN $1,000 debenture
unit the Company issued two-year warrants to purchase up to 832.50 shares of the Company’s common stock at an exercise price
of $0.50 per share.
The fair value of the warrants was calculated
using the Black-Scholes model on the date of issuance and was recorded as debt discount, which has been amortized as interest expense
over the life of the debt.
The following assumptions were used
to calculate the fair value at issuance for the warrants outstanding at March 31, 2019:
Exercise Price/share at Issuance
|
|
$0.50 - $0.625
|
Common Stock Price/share
|
|
$0.50 - $1.52
|
Volatility
|
|
222% – 231%
|
Term (Years)
|
|
2
|
Dividend Yield
|
|
0%
|
Interest Rate
|
|
2.22% – 2.56%
|
Forfeiture Risk
|
|
0%
|
A summary of warrant transactions during
the three months ended March 31, 2019 is as follows:
|
|
Warrant Shares
|
|
Weighted Average Exercise Price Per Common Share
|
|
Weighted Average Life
|
Outstanding at December 31, 2017
|
|
|
612,528
|
|
|
$
|
0.54
|
|
|
1.37
|
Exercisable at December 31, 2017
|
|
|
561,528
|
|
|
$
|
0.56
|
|
|
—
|
Issued
|
|
|
767,064
|
|
|
$
|
0.50
|
|
|
1.21
|
Cancelled
|
|
|
(216,000
|
)
|
|
$
|
0.63
|
|
|
2.00
|
Exercised
|
|
|
(326,088
|
)
|
|
$
|
0.58
|
|
|
—
|
Expired
|
|
|
(124,440
|
)
|
|
$
|
0.58
|
|
|
—
|
Outstanding at December 31, 2018
|
|
|
8,713,064
|
|
|
$
|
0.50
|
|
|
|
Exercisable at December 31, 2018
|
|
|
8,713,064
|
|
|
$
|
0.50
|
|
|
|
Issued
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Canceled
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Expired
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
Outstanding at March 31, 2019
|
|
|
8,713,064
|
|
|
$
|
0.50
|
|
|
|
Exercisable at March 31, 2019
|
|
|
8,713,064
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
14. Revenues
The following table represents
disaggregated revenues from our gaming operations for the three months ended March 31, 2019 and 2018. Turnover represents the
total bets processed for the period, while Commission Revenue represents commissions on lotto ticket sales and Service
Revenue is revenue invoiced for our ELYS software service and royalties invoiced for the sale of virtual products.
|
|
Three
Months Ended March 31,
|
|
|
2019
|
|
2018
|
Turnover
|
|
|
|
|
Turnover web-based
|
|
$
|
86,575,901
|
|
|
$
|
46,065,899
|
|
Turnover land-based
|
|
|
50,399,564
|
|
|
|
44,493,960
|
|
Total Turnover
|
|
$
|
136,975,465
|
|
|
$
|
90,559,859
|
|
|
|
|
|
|
|
|
|
|
Winnings/Payouts
|
|
|
|
|
|
|
|
|
Winnings web-based
|
|
|
82,262,937
|
|
|
|
42,617,996
|
|
Winnings land-based
|
|
|
44,356,302
|
|
|
|
38,746,243
|
|
Total Winnings/payouts
|
|
|
126,619,239
|
|
|
|
81,364,239
|
|
|
|
|
|
|
|
|
|
|
Gross Gaming Revenues
|
|
$
|
10,356,226
|
|
|
$
|
9,195,620
|
|
|
|
|
|
|
|
|
|
|
Less: ADM Gaming Taxes
|
|
|
1,193,746
|
|
|
|
766,833
|
|
Net Gaming Revenues
|
|
$
|
9,162,480
|
|
|
$
|
8,428,787
|
|
Add: Commission Revenues
|
|
|
29,073
|
|
|
|
99,001
|
|
Add: Service Revenues
|
|
|
74,741
|
|
|
|
66,079
|
|
Total Revenues
|
|
$
|
9,266,294
|
|
|
$
|
8,593,867
|
|
21
15. Income Taxes
The Company is incorporated in the United
States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company
had no U.S. taxable income for the three months ended March 31, 2019 and March 31, 2018.
The Company's Italian subsidiaries are
governed by the income tax laws of Italy. The corporate tax rate in Italy is 28.82% (IRES at 24% plus IRAP ordinary at 4.82%) on
income reported in the statutory financial statements after appropriate tax adjustments.
The Company's Austrian subsidiaries
are governed by the income tax laws of Austria. The corporate tax rate in Austria is 25% on income reported in the statutory financial
statements after appropriate tax adjustments.
The Company's Canadian subsidiary is
governed by the income tax laws of Canada and the Province of Ontario. The combined Federal and Provincial corporate tax rate in
Canada is 26.5% on income reported in the statutory financial statements after appropriate tax adjustments.
On December 22, 2017, the President
of the United States signed into law Public Law No. 115-97, commonly referred to as the Tax Reform Act, following its passage by
the United States Congress. The Tax Act made significant changes to U.S. federal income tax laws, including reduction of the corporate
tax rate from 35.0% to 21.0%, limitation of the deduction for net operating losses to 80.0% of current year taxable income and
elimination of net operating loss carrybacks, one-time taxation of offshore earning at reduced rates regardless of whether they
are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for
certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions.
The Company continues to evaluate the
accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in
their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position
were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management.
The
Company has accumulated a net operating loss carry forwards (“NOL”) of approximately $4.0 million as of December 31,
2018 and continues to have losses from operations.
As part of the Tax Act, NOL’s generated in 2018 and later are not
subject to an expiration period and are available to offset 80% of taxable income in the year in which they are utilized. The federal
and state NOL carryforwards generated prior to 2018 will begin to expire in 2026. For the three months ended March 31, 2019 the
Company recorded additional losses and the possibility of future cumulative losses still exists. Accordingly, the Company has continued
to maintain a valuation allowance against its net deferred tax assets.
.
Under Italian tax law, the operating loss
carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only available
for offset against national income tax, up to the limit of 80% of taxable annual income. This restriction does not apply to the
operating loss incurred in the first three years of the Company's activity, which are therefore available for 100% offsetting.
Under Austrian tax law, the operating
loss carryforwards available for offset against future profits can be used indefinitely. Operating loss carryforwards are only
available for offset against national income tax, up to the limit of 75% of taxable annual income.
Under Canadian tax law, the operating
loss carryforwards available for offset against future profits can be used indefinitely.
16. Subsequent Events
The Company has evaluated subsequent
events through the date the financial statements were issued and did not identify any other subsequent events that would have required
adjustment or disclosure in the financial statements.
22