This Quarterly Report on Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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.
These forward-looking statements are found
at various places throughout this Quarterly Report on Form 10-Q and the other documents referred to and relate to a variety of
matters, including, but not limited to, other statements that are not purely statements of historical fact. These forward-looking
statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance
and are subject to significant risks and uncertainty. These forward-looking statements should not be relied upon as predictions
of future events and Newgioco Group, Inc. cannot assure you that the events or circumstances discussed or reflected in these statements
will be achieved or will occur. Furthermore, if such forward-looking statements prove to be inaccurate, the inaccuracy may be material.
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation
or warranty by Newgioco Group, Inc. or any other person that we will achieve our objectives and plans in any specified timeframe,
or at all. These forward-looking statements should, therefore, be considered in light of various important factors, including those
set forth in “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on
Form 10-K.
You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation
to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future
events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events,
except as required by law.
In this Quarterly Report on Form 10-Q, unless
the context indicates otherwise, references to "Newgioco Group" "our Company," "the Company," "we,"
"our," and "us" refer to Newgioco Group, Inc. a Delaware corporation, and its wholly-owned subsidiaries.
* The number of shares of common stock has
been retroactively restated to reflect the 2-for-1 forward stock split effected on December 20, 2017.
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation and Nature of Business
Basis of Presentation
The 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. In the opinion of management, the
unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect
all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September
30, 2018 and the results of operations and cash flows for the periods ended September 30, 2018 and 2017. The financial data and
other information disclosed in these notes to the interim financial statements related to these periods is unaudited. The results
for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for any subsequent
periods or for the year ending December 31, 2018. The balance sheet at December 31, 2017 has been derived from the audited financial
statements at that date.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited consolidated
financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December
31, 2017 as included in our Annual Report on Form 10-K.
On December 20, 2017, the Company completed
a two-for-one forward stock split of its then outstanding securities. All references made to share or per share amounts in the
accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect such forward
stock split. See Notes 2 and 11 for additional information about the forward stock split effected in the form of a stock dividend.
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.
Our 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 and a non-operating
subsidiary Newgioco Group, Inc. based in Canada.
Newgioco Group is a commercial stage and vertically
integrated company which owns and operates an innovative, certified Betting Platform Software (“BPS”), offering a complete
suite of online and offline leisure gaming services including sports betting, a variety of lottery and casino gaming on a business
to business basis. Newgioco Group also operates a retail distribution network through regulated websites and licensed betting locations
situated throughout Italy.
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.
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.
7
Adoption of ASU 2017-11
The Company changed its method of accounting
for the Debentures and Warrants through the early adoption of ASU 2017-11 during the three months ended September 30, 2018 on a
modified retrospective basis. Accordingly, the Company reclassified the warrant and conversion option derivative liabilities to
additional paid in capital on its January 1, 2018 consolidated balance sheets totaling approximately $222,915 and recorded the
cumulative effect of the adoption to the beginning balance of accumulated deficit of approximately $64,966. This resulted to an
increase in additional paid-in capital by $287,881. In addition, because of the modified retrospective adoption, the Company recalculated
the derivative liabilities for debt issued in 2018 and reduced the loss on debt issuance and change in fair value of derivative
liabilities on its consolidated statements of operations by approximately $5 million and reduced amortization of debt discount
by approximately $650,000 for the nine months ended September 30, 2018. The following table provides a reconciliation of the warrant
derivative liability, convertible debt, conversion option derivative liability, stock warrant, additional paid-in capital and accumulated
deficit on the consolidated balance sheet as of January 1, 2018:
|
|
Convertible Debt
|
|
Derivative Liability
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
Balance, January 1, 2018 (Prior to adoption of ASU 2017-11
|
|
$
|
1,148,107
|
|
|
$
|
222,915
|
|
|
$
|
14,254,582
|
|
|
$
|
(9,897,620
|
)
|
Reclassified derivative liabilities and cumulative effect of adoption
|
|
|
—
|
|
|
|
(222,915
|
)
|
|
|
287,881
|
|
|
|
(64,966
|
)
|
Balance, January 1, 2018 (After adoption of ASU 2017-11)
|
|
$
|
1,148,107
|
|
|
$
|
—
|
|
|
$
|
14,542,463
|
|
|
$
|
(9,962,586
|
)
|
Goodwill
Goodwill is recognized for the excess of the
purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is not being
amortized but is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative
assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing
the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units
is determined using an income or market approach incorporating market participant considerations and management's assumptions on
revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include
both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the
fourth quarter.
There was no goodwill impairment recorded as
a result of the last quantitative assessment in the fourth quarter of 2017.
Loss Contingencies
We may be subject to claims, suits, government
investigations, and other proceedings involving competition and antitrust, intellectual property, privacy, indirect taxes, labor
and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using
our website platforms, and other matters. Certain of these matters include speculative claims for substantial or indeterminate
amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred, and the amount
can be reasonably estimated. If we determine that a loss is possible, and a range of the loss can be reasonably estimated, we disclose
the range of the possible loss in the notes to the consolidated financial statements.
We evaluate, on a monthly basis, developments
in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related ranges
of possible losses disclosed and make adjustments and changes to our disclosures as appropriate. Significant judgment is required
to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution
of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should
any of our estimates and assumptions change or prove to have been incorrect, it could have a material impact on our business, consolidated
financial position, results of operations, or cash flows.
To date, none of these types of litigation
matters, most of which are typically covered by insurance, has had a material impact on our operations or financial condition.
We have insured and continue to insure against most of these types of claims.
Business Combinations
We allocate 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.
8
Long-Lived Assets
We evaluate 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 September 30, 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 September 30, 2018 and 2017 but not for the nine months ended September 30, 2018 and 2017 because the effect would have been
anti-dilutive. Accordingly, basic and diluted loss per common share is the same for nine months ended September 30, 2018 and 2017.
On December 20, 2017, the Company completed
a two-for-one forward stock split in the form of a stock dividend. All references made to share or per share amounts in the accompanying
consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect such forward stock split.
The following
is a reconciliation of weighted average shares and a calculation of earnings per share:
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net Income (Loss)
|
|
|
4,440,128
|
|
|
|
271,665
|
|
|
|
(1,279,123
|
)
|
|
|
(357,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Basic Shares
|
|
|
74,540,298
|
|
|
|
74,018,590
|
|
|
|
75,178,017
|
|
|
|
74,018,590
|
|
Effect of dilutive securities
|
|
|
31,567,173
|
|
|
|
1,085,426
|
|
|
|
—
|
|
|
|
—
|
|
Weighted Average diluted Shares
|
|
|
106,107,471
|
|
|
|
75,104,016
|
|
|
|
75,178,017
|
|
|
|
74,018,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.06
|
|
|
|
0.00
|
|
|
|
(0.02
|
)
|
|
|
0.00
|
|
Diluted
|
|
|
0.04
|
|
|
|
0.00
|
|
|
|
(0.02
|
)
|
|
|
0.00
|
|
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.
9
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. Cash equivalents represent short-term
investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value.
The Company had no cash equivalents as of September 30, 2018 and December 31, 2017.
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).
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 $33,118 for the three months
ended September 30, 2018 and 2017, respectively, and $nil and $98,068 bad debt expense for the nine months ended September 30,
2018 and 2017, 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.
10
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.
The derivative liability in connection with
the conversion feature of the convertible debt and warrants was classified as a level 3 liability and is the only financial liability
measured at fair value on a recurring basis.
The following
table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments,
measured at fair value on a recurring basis using significant unobservable inputs for the nine months ended September 30, 2018
and the year ended December 31, 2017. Refer to this Note for accounting of early adoption of ASU 2017-11.
Balance at December 31, 2016
|
$
|
211,262
|
|
Issued during the year ended December 31, 2017
|
|
268,884
|
|
Exercised during the year ended December 31, 2017
|
|
—
|
|
Change in fair value recognized in operations
|
|
(257,231)
|
|
Balance at December 31, 2017
|
$
|
222,915
|
|
Issued during the nine months ended September 30, 2018
|
|
31,010,535
|
|
Canceled during the nine months ended September 30, 2018
|
|
(470,070)
|
|
Change in fair value recognized in operations
|
|
(18,268,653)
|
|
Adjustment due to ASU 2017-11
|
|
(12,494,727)
|
|
Balance at September 30, 2018
|
$
|
—
|
|
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
|
|
11
Leases
Leases are reviewed and classified as capital
or operating at their inception in accordance with ASC Topic 840, Accounting for Leases. For leases that contain rent escalations,
the Company records rent expense on the straight-line method. The difference between rent expense recorded and the amount paid
is credited or charged to deferred rent account and is included in accrued expenses and other current liabilities.
All lease agreements of the Company as lessees
are accounted for as operating leases as of September 30, 2018 and 2017.
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 2012 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 2014 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.
Investment in Non-Consolidated Entities
Investments in non-consolidated entities are
accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise
significant influence over the operating and financial policies of the investee, except where investments have a readily determinable
fair value. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the
Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment
are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional
losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently
reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period
the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is
other than temporary has occurred.
12
The Company’s investment in Banca Veneto
SPA was accounted for at cost. The Company monitors its investment for impairment annually and makes appropriate reductions in
the carrying value if it determines that an impairment charge is required based on qualitative and quantitative information.
Equity investments with readily determinable
fair value, are measured at fair value with changes in fair value recognized in earnings. The Company’s investment in Zoompass
Holdings Inc was accounted for at fair value. These securities have readily determinable fair values and subsequent to the adoption
of ASU 2016-01 on January 1, 2018, changes in fair value are recorded to earnings. Net unrealized (losses) recorded to earnings
related to these securities were $2.500 and $157,500 for the three and nine months ended September 30, 2018, respectively.
Recent Accounting Pronouncements
On January 1, 2018 we adopted ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. The
ASU provides guidance related to the recognition and measurement of financial assets and financial liabilities with changes primarily
affecting equity investments and disclosure of financial instruments. Under the new guidance, equity investments with readily determinable
fair value, except those accounted for under the equity method of accounting, will be measured at fair value with changes in fair
value recognized in earnings. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous
accounting guidance.
In February 2016, the FASB issued Accounting
Standards Update No. 2016-02 (ASU 2016-02) which amends the FASB ASC and created Topic 842, "Leases." Under Topic 842,
lessees are required to recognize assets and liabilities on the balance sheet for most leases and provides for enhanced disclosures.
Leases will continue to be classified as either finance or operating. ASU 2016-02 is effective for annual reporting periods, and
interim periods within those years beginning after December 15, 2018. Entities are required to use a modified retrospective approach
for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full
retrospective application is prohibited and early adoption by public entities is permitted. The Company is currently in the process
of evaluating the impact of the adoption of this standard on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock
Compensation (Topic 718), Scope of Modification Accounting. The amendments in this update provide guidance about which changes
to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The
amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning
after December 15, 2017. This Company adopted ASU 2017-09 on January 1, 2018 and has determined that the new standard does not
have a material impact the Company’s consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11,
Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments
in Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down
round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced
on the basis of the pricing of future equity transactions. Current accounting guidance creates cost and complexity for entities
that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value
measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic
480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards
Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable
financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments
in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2018 with early adoption permitted. The Company early adopted the ASU 2017-11 in the
third quarter of 2018.
There are no other recently issued accounting
standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
3. Acquisition of betting software technology;
offline and land-based gaming assets
Odissea Betriebsinformatik Beratung GmbH
(“Odissea”) Acquisition
On June 30, 2016, the Company entered into
a Share Exchange Agreement (“Odissea SPA”), which closed on July 1, 2016, with the shareholders of Odissea organized
under the laws of Austria. Odissea operates a proprietary betting operating system. Pursuant to the agreement, the Company issued
8,772,200 shares of common stock in consideration for 100% of the issued and outstanding shares of Odissea. As a result of this
acquisition, the sellers now hold approximately 11.61% of the issued and outstanding shares of common stock of the Company.
Pursuant to the Odissea SPA, upon completion
of certification of the betting operating system by Italy’s online gaming and betting regulator, Agenzia delle Dogane e dei
Monopoli (“ADM”) which was obtained on June 30, 2017, the sellers may exercise the option to resell to the Company
50% of the shares of common stock issued in consideration for the purchase price (or 4,386,100 shares) at a fixed price of USD
$0.50 per share (the “Odissea Put Option”). As of the date of this report, the Odissea Put Option has been extended
indefinitely by mutual consent.
13
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:
|
|
|
Remaining Useful Life
|
Current assets
|
|
$
|
210,505
|
|
|
Property, Plant and Equipment
|
|
|
30,638
|
|
|
Identifiable intangible assets:
|
|
|
|
|
|
Betting Operating System
|
|
|
1,685,371
|
|
15 years
|
Less: liabilities assumed
|
|
|
(215,935
|
)
|
|
Total identifiable assets less liabilities assumed
|
|
|
1,710,579
|
|
|
Total purchase price
|
|
|
1,710,579
|
|
|
Excess purchase price
|
|
$
|
—
|
|
|
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”).
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:
|
|
|
|
Remaining Useful Life
|
Current assets
|
|
$
|
984,647
|
|
|
|
Property, Plant and Equipment
|
|
|
2,917
|
|
|
|
Identifiable intangible assets:
|
|
|
|
|
|
|
Customer relationships
|
|
|
83,996
|
|
|
10 years
|
Less: liabilities assumed
|
|
|
(421,976
|
)
|
|
|
Total identifiable assets less liabilities assumed
|
|
|
649,584
|
|
|
|
Total purchase price
|
|
|
649,584
|
|
|
|
Excess purchase price
|
|
$
|
—
|
|
|
|
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).
14
4. Intangible Assets
Intangible assets consist of the following:
|
|
September 30,
2018
|
|
December 31,
2017
|
|
Life (years)
|
Betting Platform Software
|
|
$
|
1,685,371
|
|
|
$
|
1,685,371
|
|
|
|
15
|
|
Multigioco ADM license
|
|
|
9,724,244
|
|
|
|
—
|
|
|
|
15
|
|
Licenses
|
|
|
970,422
|
|
|
|
967,328
|
|
|
|
1.5 - 7
|
|
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
|
|
|
|
|
14,400,964
|
|
|
|
4,673,626
|
|
|
|
|
|
Accumulated amortization
|
|
|
(1,764,998)
|
|
|
|
(1,427,878
|
)
|
|
|
|
|
Balance
|
|
$
|
12,635,966
|
|
|
$
|
3,245,748
|
|
|
|
|
|
The Company evaluates intangible assets for
impairment on an annual 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 $112,368 and $337,120 in amortization expense for the
three and nine months ended September 30, 2018, respectively, and $112,233 and $332,739 for the three and nine months ended September
30, 2017, 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 to Multigioco and Rifa, respectively.
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:
|
|
September 30,
2018
|
|
December 31,
2017
|
Severance liability
|
|
$
|
159,063
|
|
|
$
|
131,905
|
|
Customer deposit balance
|
|
|
446,097
|
|
|
|
400,775
|
|
Total other long term liabilities
|
|
$
|
605,160
|
|
|
$
|
532,680
|
|
15
7. Line of Credit – Bank
The Company currently maintains an operating
line of credit for a maximum amount of EUR 300,000 (approximately USD $350,000) for Multigioco and EUR 50,000 (approximately USD
$58,000) 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 September 30, 2018, the Line of Credit has an outstanding balance of $500,000.
8. Liability in connection with acquisition
Liability in connection with acquisition represent
non-interest-bearing amount due by the Company’s subsidiaries toward the purchase price as per a purchase agreement between
Newgioco Srl and the Company’s subsidiaries. An officer of the Company owns 50% of Newgioco Srl. In connection with the Multigioco
Acquisition, on May 31, 2018 the Company paid the amount due to Newgioco Srl in full.
9. 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 EUR 45,675 (approximately USD $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:
|
|
September 30,
2018
|
|
December 31,
2017
|
Gold Street Capital Corp.
|
|
$
|
141,667
|
|
|
$
|
41,143
|
|
Doriana Gianfelici
|
|
|
—
|
|
|
|
58,792
|
|
Luca Pasquini
|
|
|
—
|
|
|
|
(119,939
|
)
|
Other stockholders
|
|
|
—
|
|
|
|
567,813
|
|
Total advances from stockholders
|
|
$
|
141,667
|
|
|
$
|
547,809
|
|
Amounts due to Gold Street Capital Corp., the
major stockholder of Newgioco Group, are for reimbursement of expenses. During the three and nine months ended September 30, 2018,
the Company paid management fees of $nil and $72,000, respectively, to Gold Street Capital Corp.
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 nine months ended September 30,
2018, the Company paid management fees of approximately 360,000 Euro to Ulisse Services, Ltd. to cover office and set-up expenses,
of which 40,000 Euro is included in accounts payable.
The amounts due to the stockholders at September
30, 2018 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 $104,000 in accrued interest on these notes.
16
10. Investment in Non-Consolidated Entities
Investments in non-consolidated entities consists
of the following:
|
|
September 30,
2018
|
|
December 31,
2017
|
2336414 Ontario Inc
|
|
$
|
—
|
|
|
$
|
875,459
|
|
Banca Veneto
|
|
|
—
|
|
|
|
1
|
|
Zoompass Holdings Inc.
|
|
|
192,500
|
|
|
|
—
|
|
|
|
|
|
|
|
|
875,459
|
|
|
|
|
|
|
|
|
|
|
Less impairment
|
|
|
—
|
|
|
|
(875,459
|
)
|
Total investment in non-consolidated entities
|
|
$
|
192,500
|
|
|
$
|
1
|
|
In December 2014, the Company invested CDN
$1,000,000 (approximately USD $778,000) in a private placement of common shares of 2336414 Ontario Inc. (“2336414”)
representing 666,664 common shares, or 2.3% of 2336414. 2336414 is an Ontario corporation and was the parent company of Paymobile
Inc. (“Paymobile”) a carrier-class, Payment Card Industry (“PCI”) compliant transaction platform, delivering
Visa prepaid card programs for social disbursements, corporate payroll and check replacement. The Company also had warrants to
purchase additional shares in 2336414 that were not exercised and have since expired.
On December 31, 2014 the Company set up a 100%
impairment on the investment in 2336414 because Paymobile did not produce any meaningful income and the Company determined that
it may not be able to realize its investment in 2336414.
In August 2016, 2336414 transferred its
interest in Paymobile to Zoompass Holdings, Inc a Nevada corporation (“Zoompass”). On March 31, 2018, the Company
entered into a settlement agreement (the “Settlement Agreement”) with 2336414, Paymobile and a director of
2336414. Pursuant to the terms and conditions of the Settlement Agreement, the Company received 2,500,000 shares of common
stock of Zoompass and Paymobile agreed to discharge debt and interest of approximately CDN $210,000 due under the promissory
note. The investment in Zoompass has been recorded as an investment in non-consolidated entities and is revalued every
quarter with fluctuations in value recorded to earnings. In connection with the settlement, the Company recorded a gain on
litigation settlement of $516,120 in the first quarter of 2018. See also Note 13.
On December 31, 2017, the Company recorded
an impairment of $1 for the shares of Banca Veneto held.
For the three and nine months ended September
30, 2018, the Company recorded a loss of $2,500 and $157,500 related to the investment in Zoompass.
17
11. Stockholders’ Equity
On November 28, 2017, the Board of Directors
approved a 2-for-1 forward split of our common stock. The common stock dividend payment date was December 20, 2017 to stockholders
of record as at December 18, 2017. Share and per-share amounts disclosed as of September 30, 2018 and for all other comparative
periods provided have been retroactively adjusted to reflect the effects of the stock split.
In May 2018, the Company repurchased and retired
3,331,200 shares issued in June 2016 to the Ulisse sellers. In addition, 4,735,600 new shares were issued to the sellers based
on the purchase price adjustment of Ulisse per the Ulisse SPA.
In May 2018, the Company repurchased and retired
2,040,000 shares issued to the Multigioco sellers in exchange for EUR 510,000 (approximately USD $595,000) based on the stock purchase
agreement between the Company and Multigioco dated August 15, 2014.
In May 2018, a warrant holder exercised warrants
on a cashless basis and was issued 201,088 shares of the Company’s common stock.
In connection to the debenture units issued
in the second quarter of 2018, the Company issued an aggregate of 1,720,064 shares of common stock at 100% of the market price
to the debenture holders. See also Note 12.
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. See also Note 12.
On July 5, 2018, the Company filed a certificate
of amendment to amend Article 4 of its Certificate of Incorporation with the State of Delaware, increasing the number of authorized
shares of the Company from 100,000,000 shares to 180,000,000 shares of which 160,000,000 shares are designated common stock, par
value $0.0001 per share, and 20,000,000 shares are designated preferred stock, par value $0.0001 per share.
12. Debentures and Convertible Notes
The conversion price of the convertible debentures
per share of common stock has been retroactively restated to reflect the 2-for-1 forward stock split effected on December 20, 2017.
February 2016 and April 2016 Convertible
Notes
In February 2016, the Company consummated the
transactions contemplated pursuant to a securities purchase agreement with an unaffiliated private investor, to raise up to $750,000.
The Company received gross proceeds from the initial private placement of $600,000. On April 4, 2016, the Company received the
balance of gross proceeds, or $150,000, less legal expenses of $15,000. In addition, the Company paid $75,000 in commission. Pursuant
to the securities purchase agreement, the Company also issued a warrant to purchase up to 326,088 shares of Company’s common
stock at an exercise price of $0.575 per share. The notes issued pursuant to the offering bear an interest rate of 12% per annum
and were due in one year. The Company continued to accrue interest at 22% past the due date. The notes were guaranteed by Confidi
Union Impresa, an unrelated party.
During the nine months ended September 30,
2018, the Company paid approximately $1 million to pay the entire amount due under the notes in full, including penalty and interest
towards the consent judgement related to the settlement agreement with the investor dated May 15, 2017. Accounts payable and accrued
liabilities included an accrued interest on the notes of $8,425 at September 30, 2018 and $139,041 at December 31, 2017.
First Quarter Debentures
On February 26, 2018, we issued debentures
units to certain accredited investors (the “February 2018 Private Placement”). Each debenture unit was comprised of
(i) a note in the principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years
from the date of issuance, (ii) warrants to purchase up to 250 shares of the Company’s common stock at an exercise price
equal to the lessor of $0.625 or 125% of the proposed initial Canadian public offering price per warrant, expiring on February
25, 2020, and (iii) 160 shares of restricted common stock. The investors in the February 2018 Private Placement purchased an aggregate
principal amount of CDN $670,000 (USD $521,900) debentures and received warrants to purchase up to 167,500 shares of the Company’s
common stock and 111,000 shares of common stock. As a result of the lower debenture conversion price and the warrant exercise price
of the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the February 2018 Private
Placement debentures plus any accrued and unpaid interest may be converted into shares of the Company’s common stock at a
price equal to $0.40 per share and the warrants can be exercised at a price equal to $0.50 per share.
In addition, we paid finders fees equal to
5% of the gross proceeds in cash plus 5% in broker warrants with like terms as the Warrants issued to investors in the February
2018 Private Placement.
18
Second Quarter Debentures
In April 2018, we issued debentures units to
certain investors (the “April 2018 Private Placement”). Each debenture unit was comprised of (i) a note in the principal
amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of issuance,
(ii) warrants to purchase up to 250 shares of the Company’s common stock at an exercise price equal to the lessor of $0.625
or 125% of the proposed initial Canadian public offering price per warrant, expiring in April 2020, and (iii) 160 shares of restricted
common stock. The investors in the April 2018 Private Placement purchased an aggregate principal amount of CDN $135,000 (USD $105,200)
debentures and received warrants to purchase up to 33,750 shares of the Company’s common stock and 21,600 shares of restricted
common stock. As a result of the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement
described below, the whole or any part of the principal amount of the April 2018 Private Placement debentures plus any accrued
and unpaid interest may be converted into shares of the Company’s common stock at a price equal to $0.40 per share and the
warrants can be exercised at a price equal to $0.50 per share. In addition, we paid finders fees equal to 5% of the gross proceeds
in cash plus 5% in broker warrants with like terms as the warrants issued to investors in the April 2018 Private Placement.
On April 19, 2018, we re-issued debenture units
that were first issued to certain investors between January 24, 2017 and January 31, 2018 in order to simplify the various debentures
into a single series with the same terms as new convertible debenture units issued on February 26, 2018 (the “April 19, 2018
Debentures”). Each debenture unit was comprised of (i) a note in the principal amount of CDN $1,000 bearing interest at a
rate of 10% per annum, with a maturity date of two years from the date of issuance, (ii) warrants to purchase up to 250 shares
of the Company’s common stock at an exercise price equal to the lessor of $0.625 or 125% of the proposed initial Canadian
public offering price per warrant, expiring on April 19, 2020, and (iii) 160 shares of restricted common stock. The investors in
the April 19, 2018 Debentures received an aggregate principal amount of CDN $1,436,000 (USD $1,118,600) debentures, warrants to
purchase up to 359,000 shares of the Company’s common stock and 229,760 restricted shares of common stock. As a result of
the lower debenture conversion price and the warrant exercise price of the May 31, 2018 Private Placement described below, the
whole or any part of the principal amount of the April 19, 2018 Debentures plus any accrued and unpaid interest may be converted
into shares of the Company’s common stock at a price equal to $0.40 per share and the warrants can be exercised at a price
equal to $0.50 per share.
On May 11, 2018, we issued debentures units
to certain investors (the “May 11, 2018 Private Placement”). Each debenture unit was comprised of (i) a note in the
principal amount of CDN $1,000 bearing interest at a rate of 10% per annum, with a maturity date of two years from the date of
issuance, (ii) warrants to purchase up to 250 shares of the Company’s common stock at an exercise price equal to the lessor
of $0.625 or 125% of the proposed initial Canadian public offering price per warrant, expiring on May 11, 2020, and (iii) 160 shares
of restricted common stock. The investors in the May 11, 2018 Private Placement purchased an aggregate principal amount of CDN
$131,000 (US $102,000) debentures and received warrants to purchase up to 32,750 shares of the Company’s common stock and
20,960 restricted shares of common stock. As a result of the lower debenture conversion price and the warrant exercise price of
the May 31, 2018 Private Placement described below, the whole or any part of the principal amount of the May 11, 2018 Private Placement
plus any accrued and unpaid interest may be converted into shares of the Company’s common stock at a price equal to $0.40
per share and the warrants can be exercised at a price equal to $0.50 per share. In addition, we paid finders fees equal to 5%
of the gross proceeds in cash plus 5% in broker warrants with like terms as the warrants issued to investors in the May 11, 2018
Private Placement.
On May 31, 2018, we closed a private placement
offering of up to 7,500 units and entered into Subscription Agreements (the “Agreements”) with certain accredited investors
(the “May 31, 2018 Private Placement”). The units were offered in both U.S. and Canadian dollar denominations. Each
unit sold to U.S. investors was sold at a per unit price of $1,000 and was comprised of (i) a 10% convertible debenture in the
principal amount of $1,000 (the “U.S. Debentures”), (ii) 208 shares of our common stock and (ii) warrants to purchase
up to 1082.25 warrants shares of our common stock (the “U.S. Warrants”). Each unit sold to Canadian investors was sold
at a per unit price of CND $1,000 and was comprised of (i) a 10% convertible debenture in the principal amount of CND $1,000 (the
“Canadian Debentures” and together with the U.S. Debentures, the “May Debentures”), (ii) 160 shares of
our common stock and (ii) warrants to purchase up to 832.50 shares of our common stock (the “Canadian Warrants” and
together with the U.S. Warrants, the “May Warrants”).
The May Warrants are exercisable at an exercise
price of $0.50 per share and expire two years after the issuance date.
19
The U.S. investors in the May 31, 2018 Private
Placement purchased a total 3,268 units and we issued U.S. Debentures in the principal amount of $3,268,000 and Canadian investors
purchased 4,800 units and we issued Canadian Debentures in the principal amount of CDN $4,800,000 (US $3,739,200). In addition,
investors received May Warrants to purchase up to 6,438,062 shares of the Company’s common stock and 1,447,744 restricted
shares of common stock.
In connection with the May 31, 2018 Private
Placement, we paid finders fees equal to 5% of the gross proceeds in cash plus broker warrants to purchase 5% of the number of
May Warrants sold to investors. The broker warrants had like terms as the May Warrants issued to Investors in the May 31, 2018
Private Placement.
One of the investors, Mr. Harold Wolkin, through
his company, Princeville Capital, purchased 200 Canadian units on May 31, 2018. Mr. Wolkin received 32,000 shares of common stock
and Canadian Warrants to purchase up to 166,500 of the Company’s common stock at an exercise price of $0.50 per share which
May Warrants expire on May 31, 2020. Mr. Wolkin has since become a director of the Company and has been elected as Chairman of
the Board and Chair of the Audit Committee.
In addition, on June 18, 2018, the Company
received proceeds from the second closing of the May 31, 2018 Private Placement and issued U.S. Debenture in the principal amount
of USD $950,000 and Canadian Debentures in the principal amount of CDN $9,500 (approximately USD $7,455) net of commissions with
identical terms of the May Debentures. In addition, the Company also issued two-year May Warrants to purchase up to 1,094,738 shares
of the Company’s common stock at an exercise price of $0.50 per share.
Warrants issued in relation to the debentures
and notes are discussed in Note 15.
13. Promissory Notes Payable – Other
In December 2014, the Company received a promissory
note in the principal amount of CDN $500,000 (approximately USD $390,000) 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 March 31, 2018, the Company entered into
the Settlement Agreement with 2336414, Paymobile and Zoompass. Pursuant to the terms and conditions of the Settlement Agreement,
CDN $210,000 (approximately USD $160,000), in principal and accrued interest was forgiven and written off. See Note 10.
14. 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 September 30, 2021. Monthly repayments of EUR 9,760 (approximately USD $11,000) began in January 2017.
The Company made payments of EUR 19,500 and
78,000, respectively (approximately USD $23,000 and $91,000) during the three and nine months ended September 30, 2018 which included
principal of approximately $20,000 and interest of approximately $3,000 for the three months ended September 30, 2018 and $78,000
in principal and $13,000 in interest for the nine months ended September 30, 2018.
20
15. Warrants
The exercise price of the warrants has been
retroactively restated to reflect the 2-for-1 forward stock split effected on December 20, 2017.
In February 2016, pursuant to a securities
purchase agreement, the Company issued warrants to purchase up to 260,870 shares of the Company’s common stock at an exercise
price of $0.575 per share in connection with the February 2016 convertible promissory note which may be exercised by the warrant
holders between August 28, 2016 and February 28, 2019. In April 2016, the Company issued warrants to the same holders to purchase
up to 65,218 shares of the Company’s common stock at an exercise price of $0.575 per share in connection with the April 4,
2016 convertible promissory note which may be exercised by the warrant holder until April 4, 2019 (See Note 12).
In May 2018, the warrant holder exercised warrants
to purchase 201,088 shares of the Company’s common stock on a cashless basis.
On April 4, 2016, the Company issued warrants
to purchase up to 124,440 shares of the Company’s common stock at an exercise price of $0.575 per share which may be exercised
by the warrant holders until April 4, 2019. The warrants were issued to placement agents in relation to securing the February 29,
2016 and April 4, 2016 convertible promissory notes (See Note 12).
In connection with the private placement agreements
entered into with accredited investors between February 26, 2018 and June 18, 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. (See Note 12)
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 September 30, 2018:
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
nine months ended September 30, 2018 is as follows:
|
Warrant Shares
|
|
Weighted Average Exercise Price Per Common Share
|
|
Weighted Average Life
|
|
|
Outstanding at December 31, 2016
|
|
|
467,928
|
|
|
$
|
0.58
|
|
|
|
2.13
|
|
|
Issued
|
|
|
162,000
|
|
|
$
|
0.50
|
|
|
|
2.00
|
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Expired
|
|
|
(17,400)
|
|
|
|
—
|
|
|
|
—
|
|
|
Outstanding at December 31, 2017
|
|
|
612,528
|
|
|
$
|
0.54
|
|
|
|
1.37
|
|
|
Exercisable at December 31, 2017
|
|
|
561,528
|
|
|
$
|
0.56
|
|
|
|
1.21
|
|
|
Issued
|
|
|
8,770,054
|
|
|
$
|
0.51
|
|
|
|
2.00
|
|
|
Canceled
|
|
|
(216,500)
|
|
|
$
|
0.63
|
|
|
|
—
|
|
|
Exercised
|
|
|
(326,088)
|
|
|
$
|
0.58
|
|
|
|
—
|
|
|
Expired
|
|
|
(124,440)
|
|
|
$
|
0.58
|
|
|
|
—
|
|
|
Outstanding at September 30, 2018
|
|
|
8,715,554
|
|
|
$
|
0.50
|
|
|
|
1.66
|
|
|
Exercisable at September 30, 2018
|
|
|
175,875
|
|
|
$
|
0.50
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
16. Revenues
The following table represents disaggregated
revenues from our gaming operations for the three and nine months ended September 30, 2018 and 2017. Turnover represents the total
bets processed for the period.
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30,
2018
|
|
September 30,
2017
|
Turnover
|
|
|
|
|
|
|
|
Turnover web-based
|
$
|
52,062,617
|
|
|
$
|
22,033,214
|
|
|
$
|
153,154,375
|
|
|
$
|
78,282,283
|
|
Turnover land-based
|
|
35,807,178
|
|
|
|
26,093,287
|
|
|
|
125,314,730
|
|
|
|
72,135,336
|
|
Total Turnover
|
$
|
87,869,795
|
|
|
$
|
48,126,501
|
|
|
$
|
278,469,105
|
|
|
$
|
150,417,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Winnings/Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Winnings web-based
|
|
47,299,439
|
|
|
|
20,904,833
|
|
|
|
144,605,117
|
|
|
|
74,233,981
|
|
Winnings land-based
|
|
31,993,069
|
|
|
|
21,914,946
|
|
|
|
106,504,717
|
|
|
|
62,860,944
|
|
Total Winnings/payouts
|
|
79,292,508
|
|
|
|
42,862,779
|
|
|
|
251,109,834
|
|
|
|
137,094,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Gaming Revenues
|
$
|
8,577,287
|
|
|
$
|
5,263,722
|
|
|
$
|
27,359,271
|
|
|
$
|
13,322,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: ADM Gaming Taxes
|
|
803,407
|
|
|
|
334,647
|
|
|
|
2,369,256
|
|
|
|
1,159,858
|
|
Net Gaming Revenues
|
$
|
7,773,880
|
|
|
$
|
4,929075
|
|
|
$
|
24,990,015
|
|
|
$
|
12,162,836
|
|
Add: Commission Revenues
|
|
5,964
|
|
|
|
55,086
|
|
|
|
123,117
|
|
|
|
218,585
|
|
Add: Service Revenues
|
|
43,442
|
|
|
|
136,858
|
|
|
|
126,680
|
|
|
|
709,222
|
|
Total Revenues
|
$
|
7,823,286
|
|
|
$
|
5,121,019
|
|
|
$
|
25,239,812
|
|
|
$
|
13,090,643
|
|
22
17. 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 September 30, 2018 and September 30, 2017.
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.
On December 22, 2017, Staff Accounting
Bulletin No. 118, or SAB 118, was issued to address the application of GAAP in situations when a registrant does not have the necessary
information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain
income tax effects of the Tax Act. Additional work is necessary for a more detailed analysis of the deferred tax assets and liabilities
and our historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will
be recorded to current tax expense within the measurement period.
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 reconciliation of income tax expense at
the U.S. statutory rate of 21% and 35% during 2018 and 2017, respectfully, to the Company’s effective tax rate is as follows:
|
|
September 30,
2018
|
|
September 30,
2017
|
U.S. Statutory rate
|
|
$
|
(161,867
|
)
|
|
$
|
(198,540)
|
Tax rate difference between Italy, Austria, Canada and U.S.
|
|
|
(169,864
|
)
|
|
|
18,156
|
Change in Valuation Allowance
|
|
|
750,714
|
|
|
|
270,565
|
Permanent difference
|
|
|
421,816
|
|
|
|
(28,726)
|
Income tax expense
|
|
$
|
840,799
|
|
|
$
|
61,455
|
The Company has accumulated a net operating
loss carry forward ("NOL") of approximately $14.7 million as of September 30, 2018 in the U.S. This NOL may be offset
against future taxable income through the year 2038. The use of these losses to reduce future income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the NOL. The Company periodically evaluates whether it is more likely than
not that it will generate sufficient taxable income to realize the deferred income tax asset. At the present time, management cannot
presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly,
a 100% valuation allowance has been established to offset the asset.
23
Utilization of NOLs are subject to limitation
due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business
direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited
in any one year by alternative minimum tax rules.
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.
The provisions for income taxes consist of
currently payable income tax in Italy and Austria. The provisions for income taxes are summarized as follows:
|
|
September 30,
2018
|
|
September 30,
2017
|
Current
|
|
$
|
840,799
|
|
|
$
|
333,419
|
|
Deferred
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
840,799
|
|
|
$
|
333,419
|
|
The tax effects of temporary differences that
give rise to the Company’s net deferred tax asset are as follows:
|
|
September 30,
2018
|
|
September 30,
2017
|
Net loss carryforward - Foreign
|
|
$
|
181,351
|
|
|
$
|
94,848
|
|
Net loss carryforward - US
|
|
|
3,081,721
|
|
|
|
4,393,558
|
|
|
|
|
3,263,072
|
|
|
|
4,488,406
|
|
Less valuation allowance
|
|
|
(3,263,072
|
)
|
|
|
(4,488,406
|
)
|
Deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
18. 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.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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 ended December 31, 2017 filed with the Securities
and Exchange Commission on March 30, 2018 under the heading “Risk Factors”.
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 of Newgioco Group, Inc. and its consolidated subsidiaries.
General Plan of Operation
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 Italy and
Austria.
Our subsidiaries include: Multigioco Srl (“Multigioco”)
which was acquired on August 15, 2014, Rifa Srl (“Rifa”) which was acquired on January 1, 2015, as well as Ulisse GmbH
(“Ulisse”) and Odissea Betriebsinformatik Beratung GmbH (“Odissea”) which were both acquired on July 1,
2016.
Newgioco Group is a commercial stage and vertically
integrated company which owns and operates an innovative Betting Platform Software (“BPS”), offering a complete suite
of online and offline leisure gaming services including a variety of lottery and casino gaming, as well as sports betting products
through a distribution network of retail betting locations situated throughout Italy. The Company intends to grow through acquisitions
and organic development of its distribution network in Italy in addition to exploring new opportunities in regulated gaming markets
internationally.
Our revenues are derived from gaming products
distributed by our subsidiaries in addition to business-to-business BPS services to third party operators provided by our subsidiary
Odissea.
Our subsidiaries now own a BPS technology and
operate approximately 1,000 web-based shops (Punti Virtuali di Ricarica), a Bersani license #4070 with 7 corner (Punto Sportivo)
rights, as well as a Monti license #4583 with 2 agency (Negozio Sportivo) rights and 170 CED agency locations.
United States Operations Development
In May 2018, the U.S. Supreme Court (“SCOTUS”)
ruled that the Professional and Amateur Sports Protection Act (the “PASPA”) is unconstitutional as it violates the
Tenth Amendment prohibition against forcing states to implement federal laws. Enacted in 1992, PASPA generally prohibited states
from authorizing, licensing or sponsoring betting on competitive games in which amateur or professional athletes participate. PASPA
did not make sports betting a federal crime; rather, it allowed the attorney general for the Department of Justice, as well as
professional and amateur sports organizations, to bring civil actions to enjoin violations of the act. The SCOTUS decision opens
the door for all states to legalize and regulate sports gambling within their borders. States such as New Jersey, Delaware, West
Virginia and Mississippi have passed laws that were ready to be enacted once the federal ban on sports betting was lifted. In addition,
additional states including California, Connecticut, Louisiana, South Carolina, Oklahoma, Kansas, Missouri, Iowa, Indiana, Illinois,
Kentucky, Michigan, Ohio, Maryland, and Rhode Island are considering active bills.
25
As part of our multi-year business growth
strategy, we made significant investments in the third quarter of 2018 to enter and then build a foundation aimed at accelerating
our recently announced U.S. expansion plans. To support these principal objectives, Newgioco Group initiated an ambitious investment
strategy that is fundamental to the successful execution of our long-term business plan. These fundamental investments will result
in short-term, non-recurring expenses related to key elements including the expansion of CEO responsibilities into regulatory
and policy development functions, as well as establishing a centralized US-based headquarters. In Q3, Newgioco Group also established
a plan to relocate our CEO to the U.S., commenced the recruitment and evaluation of key officers, as well allocating a software
development team at Odissea for coding and submission of its platform for GLI-33 certification to Gaming Laboratories International
(“GLI”) for the U.S. market.
To be an early mover and aggressively expand
in the rapidly evolving state regulated U.S. sports betting market, the Company appointed independent members to its board of directors,
some of which have experience with the Nevada gaming industry. The Company also hired its first U.S.-based senior executive and
intends to engage a senior gaming executive to lead its U.S. expansion efforts.
In 2019, we anticipate
that the U.S. market will begin to have a strong and steady uptake in active wagers. We further anticipate the first select states
(Nevada, Delaware, New Jersey, Mississippi, West Virginia and New Mexico) to provide the regulatory framework and foundation to
build upon for other states and locations. In September 2018, New Jersey generated approximately $24 million in revenue from approximately
$184 million in sports bet wagers, with Mississippi generating approximately $5.5 million in revenue from approximately $32 million
in sports bet wagers. According to a recent study by Eilers & Krejcik Gaming (EKG), 32 states will likely have legalized sports
gambling within five years and as many as 14 could be ready for legislation within two years. Based on 32 states, EKG estimates
that the overall U.S. sports betting market could generate approximately $6 billion itemlegalized U.S. sports gambling industry
could generate an annual turnover of $100 billion (in 2017, the total sports bet handle in Nevada alone was $4.8 billion).
Newgioco’s sports betting software is
the cornerstone that enables us to differentiate ourselves from our market peers. By leveraging our proven high-performance betting
technology, alongside our solid foundation of retail know-how in Italy, we expect the GLI-33 certification of our platform to be
processed in a timely manner as many of the inherent functions and features of our Italian platform certification have received
prior approval and adhere to multi-jurisdictional standards. Upon completing the GLI certification and partnering with a key tribal
casino operator, we expect to be well-positioned to commence processing sports bets in the U.S. during the fourth quarter of 2018.
Once our sports bet platform is online and processing live wagers on sports such as American football and basketball (both professional
and college level) begins, this will establish the foundations for our U.S. market strategy.
Overall
The Company is subject to risks inherent in
the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and implementation
of a new business plan. We generate revenues by providing online and offline gaming products and services in regulated countries.
We anticipate continuing to rely on equity
sales of common stock to fund our additional acquisitions or into new business opportunities. The issuance of any additional shares
will result in dilution to our existing shareholders.
26
Results of Operations
Comparison of the three and nine months
ended September 30, 2018 and 2017.
Revenues
The Company generated revenues of $7,823,286
and $25,239,812 for the three and nine months ended September 30, 2018, respectively, compared to revenues of $5,121,019 and $13,090,643
for the three and nine months ended September 30, 2017, respectively. The revenues are comprised of net gaming revenues derived
from providing online and offline gaming products, services, and BPS services in Italy.
The increase in revenues for the three and
nine months ended September 30, 2018 over the same period ended September 30, 2017 is attributed to the growth in our offline and
web-based gaming operations in Italy as well as revenues derived from BPS services that were a result of the July 1, 2016 acquisition
of Ulisse and Odissea.
The Company had approximately 1,000 web-based
shops, 7 corners and 172 agency and CED locations as of September 30, 2018, compared to approximately 1,000 web-based shops, 7
corners and 109 agency and CED locations as of September 30, 2017.
The following table represents disaggregated
revenues from our gaming operations for the three and nine months ended September 30, 2018 and September 30, 2017. Turnover represents
the total bets processed for the period.
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30,
2018
|
|
September 30, 2017
|
Turnover
|
|
|
|
|
|
|
|
Turnover web-based
|
$
|
52,062,617
|
|
|
$
|
22,033,214
|
|
|
$
|
153,154,375
|
|
|
$
|
78,282,283
|
|
Turnover land-based
|
|
35,807,178
|
|
|
|
26,093,287
|
|
|
|
125,314,730
|
|
|
|
72,135,336
|
|
Total Turnover
|
$
|
87,869,795
|
|
|
$
|
48,126,501
|
|
|
$
|
278,469,105
|
|
|
$
|
150,417,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Winnings/Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Winnings web-based
|
|
47,299,439
|
|
|
|
20,947,833
|
|
|
|
144,605,117
|
|
|
|
74,233,981
|
|
Winnings land-based
|
|
31,993,069
|
|
|
|
21,914,946
|
|
|
|
106,504,717
|
|
|
|
62,860,944
|
|
Total Winnings/payouts
|
|
79,292,508
|
|
|
|
42,862,779
|
|
|
|
251,109,834
|
|
|
|
137,094,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Gaming Revenues
|
$
|
8,577,287
|
|
|
$
|
5,263,722
|
|
|
$
|
27,359,271
|
|
|
$
|
13,322,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: ADM Gaming Taxes
|
|
803,407
|
|
|
|
334,647
|
|
|
|
2,369,256
|
|
|
|
1,159,858
|
|
Net Gaming Revenues
|
$
|
7,773,880
|
|
|
$
|
4,929,075
|
|
|
$
|
24,990,015
|
|
|
$
|
12,162,836
|
|
Add: Commission Revenues
|
|
5,964
|
|
|
|
55,086
|
|
|
|
123,117
|
|
|
|
218,585
|
|
Add: Service Revenues
|
|
43,442
|
|
|
|
136,858
|
|
|
|
126,680
|
|
|
|
709,222
|
|
Total Revenues
|
$
|
7,823,286
|
|
|
$
|
5,121,019
|
|
|
$
|
25,239,812
|
|
|
$
|
13,090,643
|
|
27
Direct Selling Costs
Direct selling costs represent the fees we
pay to our network service provider, Agenzia delle Dogane e dei Monopoli (“ADM”) license fees, and commissions for
field agents and promoters which is essentially considered an ongoing marketing cost.
For the three and nine months ended September
30, 2018 our selling expenses were $5,314,436 and $17,218,036, respectively, and for the three and nine months ended September
30, 2017 our selling expenses were $3,126,025 and $9,037,176, respectively.
Interest Expenses
The Company incurred interest expense, net
of interest income, of $329,618 and $1,592,127 for the three and nine months ended September 30, 2018, respectively, compared to
interest expense, net of interest income, of $110,391 and $360,778 for the three and nine months ended September 30, 2017, respectively.
The increase in interest expense is primarily from the amortization of debt discounts relating to the sale of convertible debentures
in 2018. See Note 2 for ASU 2017-11 early adoption accounting impact.
Change in Fair Value of Derivative Liability
During the three months ended
September 30, 2018, we reclassified non-cash charges for the six months ended June 30, 2018 of approximately $5 million for
the debenture warrant revaluation to stockholders’ equity based on new guidance in 2017, see note 2. The components for
determining the fair value of the warrants are contained in the table in Note 15 of the accompanying consolidated
financial statements.
Net Income (Loss)
For the three months ended September 30, 2018,
the Company had a net income of $4,440,128 or a basic and diluted income of $0.06 and $0.04 per share, respectively, and a net
loss of $1,279,123 for the nine months ended September 30, 2018 or a basic and diluted loss of $0.02 per share, compared to a net
income of $271,665 or a basic and diluted income of $0.00 per share and net loss of $357,046 or a basic and diluted loss of $0.00
per share for the three months and nine months ended September 30, 2017, respectively.
The increase in net loss for the nine months
ended September 30, 2018 is primarily due to debt issuance in the first and second quarter, as well as salaries, legal fees and
investments made to launch our U.S. business plan that were incurred in the second and third quarter, which were offset by the
increase in revenues generated from the large increase in betting turnover, relative decrease in selling expenses, and gain on
litigation in connection with settlement as described in Note 13.
Other Comprehensive Income
Our other comprehensive income consists of
foreign currency translation adjustments related to the effect of foreign exchange on the value of our assets denominated in Euro.
The Company's reporting currency is the U.S.
dollar while the functional currency of our subsidies is the Euro, the local currency in Italy and Austria and the functional currency
of our Canadian subsidiary is the Canadian dollar. The financial statements of our subsidiaries are translated into United 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 into U.S. dollars are included in determining other comprehensive income.
The Company recorded a foreign currency translation
adjustment loss of $490,915 and $653,788 for the three and nine months ended September 30, 2018, respectively, and a foreign currency
translation adjustment gain of $43,259 and $6,666 for the three and nine months ended September 30, 2017.
28