|
Grand Duchy of Luxembourg
(State or other Jurisdiction of Incorporation or Organization) |
| |
7999
(Primary Standard Industrial Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer Identification Number) |
|
|
Joshua G. Kiernan
Nathan Ajiashvili Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 |
| |
Gil White
Ron Ben-Menachem Herzog Fox & Neeman 4 Weizmann Street Tel Aviv 6423904, Israel Tel: +972(3) 692-2020 Fax: +972(3) 696-6464 |
| |
David J. Goldschmidt
Yossi Vebman Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001-8602 Tel: (212) 735-3000 Fax: (212) 735-2000 |
|
| | ||||||||
Title of Each Class of
Securities to be Registered |
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee(3)(4) |
|
Ordinary shares, no par value
|
| | |
$90,000,000
|
| | |
$9,819
|
|
| | | | | 1 | | | |
| | | | | 19 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 54 | | | |
| | | | | 56 | | | |
| | | | | 73 | | | |
| | | | | 96 | | | |
| | | | | 102 | | | |
| | | | | 104 | | | |
| | | | | 109 | | | |
| | | | | 126 | | | |
| | | | | 128 | | | |
| | | | | 135 | | | |
| | | | | 143 | | | |
| | | | | 144 | | | |
| | | | | 144 | | | |
| | | | | 145 | | | |
| | | | | 147 | | | |
| | | | | F-1 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | 35,195 | | | | | $ | 24,107 | | | | | $ | 33,062 | | | | | $ | 23,478 | | | | | $ | 17,149 | | |
Distribution expenses
|
| | | | 4,696 | | | | | | 2,926 | | | | | | 4,252 | | | | | | 4,519 | | | | | | 3,042 | | |
Development expenses
|
| | | | 5,110 | | | | | | 5,441 | | | | | | 6,877 | | | | | | 5,782 | | | | | | 4,359 | | |
Selling and marketing expenses
|
| | | | 1,094 | | | | | | 1,302 | | | | | | 1,981 | | | | | | 1,457 | | | | | | 1,275 | | |
General and administrative expenses
|
| | | | 5,377 | | | | | | 3,482 | | | | | | 4,957 | | | | | | 4,948 | | | | | | 4,463 | | |
Initial public offering expenses
|
| | | | 1,645 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 8,496 | | | | | | 7,115 | | | | | | 9,685 | | | | | | 7,759 | | | | | | 7,731 | | |
Profit (loss) from operations
|
| | | | 8,777 | | | | | | 3,841 | | | | | | 5,310 | | | | | | (987) | | | | | | (3,721) | | |
Interest expense with respect to funding from related parties
|
| | | | 3,261 | | | | | | 2,801 | | | | | | 3,792 | | | | | | 2,309 | | | | | | 2,234 | | |
Finance income
|
| | | | (21) | | | | | | (7) | | | | | | (53) | | | | | | — | | | | | | (228) | | |
Finance expenses
|
| | | | 690 | | | | | | 280 | | | | | | 382 | | | | | | 195 | | | | | | 18 | | |
Profit (loss) before income taxes expense
|
| | | | 4,847 | | | | | | 767 | | | | | | 1,189 | | | | | | (3,491) | | | | | | (5,745) | | |
Income taxes expense
|
| | | | (706) | | | | | | (960) | | | | | | (1,243) | | | | | | (586) | | | | | | (479) | | |
Profit (loss) after income taxes expense
|
| | | | 4,141 | | | | | | (193) | | | | | | (54) | | | | | | (4,077) | | | | | | (6,224) | | |
Company’s share in losses of Joint Venture
|
| | | | (121) | | | | | | (3,137) | | | | | | (3,924) | | | | | | (1,898) | | | | | | (1,229) | | |
Net and total comprehensive income (loss)
|
| | | $ | 4,020 | | | | | $ | (3,330) | | | | | $ | (3,978) | | | | | $ | (5,975) | | | | | $ | (7,453) | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities
|
| | | $ | 17,554 | | | | | $ | 9,837 | | | | | $ | 14,215 | | | | | $ | 5,378 | | | | | $ | 1,978 | | |
Net cash used in investing activities
|
| | | | (11,020) | | | | | | (13,418) | | | | | | (17,424) | | | | | | (11,721) | | | | | | (7,142) | | |
Net cash provided by (used in) financing activities
|
| | | | (1,909) | | | | | | 6,219 | | | | | | 5,991 | | | | | | 6,000 | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 4,625 | | | | | $ | 2,638 | | | | | $ | 2,782 | | | | | $ | (343) | | | | | $ | (5,164) | | |
| | |
As of
September 30, 2020 |
| |
As of
December 31, 2019 |
| ||||||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| |
Actual
|
| |||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||
(in thousands)
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 10,641 | | | | | $ | | | | | | $ | 6,016 | | |
Total assets
|
| | | | 42,350 | | | | | | | | | | | | 33,175 | | |
Total liabilities
|
| | | | 40,109 | | | | | | | | | | | | 38,783 | | |
Total equity (deficit)
|
| | | $ | 2,241 | | | | | $ | | | | | | $ | (5,608) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(in millions, except for monthly active players)
|
| |||||||||||||||||||||||||||
Network GGR(2)
|
| | | $ | 329 | | | | | $ | 151 | | | | | $ | 213 | | | | | $ | 153 | | | | | $ | 114 | | |
Network NGR(3)
|
| | | $ | 306 | | | | | $ | 140 | | | | | $ | 203 | | | | | $ | 147 | | | | | $ | 106 | | |
Monthly active players(4)
|
| | | | 406,894 | | | | | | 239,512 | | | | | | 277,005 | | | | | | 207,349 | | | | | | 144,872 | | |
| | |
As of September 30, 2020
|
| |||||||||
| | |
Actual
|
| |
Pro Forma
As Adjusted(1) |
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
(in thousands)
|
| |||||||||
Cash and cash equivalents
|
| | | $ | 10,641 | | | | | $ | | | |
Total debt and lease liabilities, including current portion
|
| | | | 33,226 | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Ordinary shares, no par value: 181,003,584 shares authorized, actual; shares authorized, as adjusted; 181,003,584 shares issued and outstanding, actual; shares issued and outstanding, as adjusted
|
| | | | 21 | | | | | | | | |
Share premium and capital reserves
|
| | | | 38,057 | | | | | | | | |
Accumulated losses
|
| | | | (35,837) | | | | | | | | |
Total equity
|
| | | | 2,241 | | | | | | | | |
Total capitalization
|
| | | $ | 35,467 | | | | | $ | | | |
|
Assumed initial public offering price per share
|
| | | $ | | | |
|
| ||||
|
Net tangible book value per share as of September 30, 2020
|
| | | | | | | | |||||
|
Increase in net tangible book value per share attributable to this offering
|
| | | | | | | | |||||
|
Pro forma as adjusted net tangible book value per share
|
| | | | | | | | |||||
|
Dilution per share to new investors
|
| | | $ | | | | ||||||
|
Percentage of dilution in net tangible book value per share for new investors
|
| | | | | | | | | | % | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| | | | | | | |||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |
Average Price Per Share
|
| ||||||||||||
Existing shareholders
|
| | | | | | | % | | | | | $ | | | | | | | % | | | | | $ | | | |
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | % | | | | | | | | | | | | % | | | | | | | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Revenues
|
| | | $ | 35,195 | | | | | $ | 24,107 | | | | | $ | 33,062 | | | | | $ | 23,478 | | | | | $ | 17,149 | | |
Distribution expenses
|
| | | | 4,696 | | | | | | 2,926 | | | | | | 4,252 | | | | | | 4,519 | | | | | | 3,042 | | |
Development expenses
|
| | | | 5,110 | | | | | | 5,441 | | | | | | 6,877 | | | | | | 5,782 | | | | | | 4,359 | | |
Selling and marketing expenses
|
| | | | 1,094 | | | | | | 1,302 | | | | | | 1,981 | | | | | | 1,457 | | | | | | 1,275 | | |
General and administrative expenses
|
| | | | 5,377 | | | | | | 3,482 | | | | | | 4,957 | | | | | | 4,948 | | | | | | 4,463 | | |
Initial public offering expenses
|
| | | | 1,645 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 8,496 | | | | | | 7,115 | | | | | | 9,685 | | | | | | 7,759 | | | | | | 7,731 | | |
Profit (loss) from operations
|
| | | | 8,777 | | | | | | 3,841 | | | | | | 5,310 | | | | | | (987) | | | | | | (3,721) | | |
Interest expense with respect to funding from
related parties |
| | | | 3,261 | | | | | | 2,801 | | | | | | 3,792 | | | | | | 2,309 | | | | | | 2,234 | | |
Finance income
|
| | | | (21) | | | | | | (7) | | | | | | (53) | | | | | | — | | | | | | (228) | | |
Finance expenses
|
| | | | 690 | | | | | | 280 | | | | | | 382 | | | | | | 195 | | | | | | 18 | | |
Profit (loss) before income taxes expense
|
| | | | 4,847 | | | | | | 767 | | | | | | 1,189 | | | | | | (3,491) | | | | | | (5,745) | | |
Income taxes expense
|
| | | | (706) | | | | | | (960) | | | | | | (1,243) | | | | | | (586) | | | | | | (479) | | |
Profit (loss) after income taxes expense
|
| | | | 4,141 | | | | | | (193) | | | | | | (54) | | | | | | (4,077) | | | | | | (6,224) | | |
Company’s share in losses of Joint Venture
|
| | | | (121) | | | | | | (3,137) | | | | | | (3,924) | | | | | | (1,898) | | | | | | (1,229) | | |
Net and total comprehensive income (loss)
|
| | | $ | 4,020 | | | | | $ | (3,330) | | | | | $ | (3,978) | | | | | $ | (5,975) | | | | | $ | (7,453) | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 17,554 | | | | | $ | 9,837 | | | | | $ | 14,215 | | | | | $ | 5,378 | | | | | $ | 1,978 | | |
Net cash used in investing activities
|
| | | | (11,020) | | | | | | (13,418) | | | | | | (17,424) | | | | | | (11,721) | | | | | | (7,142) | | |
Net cash provided by (used in) financing activities
|
| | | | (1,909) | | | | | | 6,219 | | | | | | 5,991 | | | | | | 6,000 | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 4,625 | | | | | $ | 2,638 | | | | | $ | 2,782 | | | | | $ | (343) | | | | | $ | (5,164) | | |
|
| | |
As of
September 30, |
| |
As of
December 31, |
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
Cash and cash equivalents
|
| | | $ | 10,641 | | | | | $ | 6,016 | | | | | $ | 3,234 | | |
Total assets
|
| | | | 42,350 | | | | | | 33,175 | | | | | | 19,362 | | |
Total liabilities
|
| | | | 40,109 | | | | | | 38,783 | | | | | | 21,607 | | |
Total equity (deficit)
|
| | | | 2,241 | | | | | | (5,608) | | | | | | (2,245) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||
Network GGR
|
| | | $ | 329 | | | | | $ | 151 | | | | | $ | 213 | | | | | $ | 153 | | | | | $ | 114 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||
Network NGR
|
| | | $ | 306 | | | | | $ | 140 | | | | | $ | 203 | | | | | $ | 147 | | | | | $ | 106 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Monthly active players
|
| | | | 406,894 | | | | | | 239,512 | | | | | | 277,005 | | | | | | 207,349 | | | | | | 144,872 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net and total comprehensive loss
|
| | | $ | 4,020 | | | | | $ | (3,330) | | | | | $ | (3,978) | | | | | $ | (5,975) | | |
Income taxes
|
| | | | 706 | | | | | | 960 | | | | | | 1,243 | | | | | | 586 | | |
Interest and finance-related expenses
|
| | | | 3,930 | | | | | | 2,504 | | | | | | 4,121 | | | | | | 2,504 | | |
EBIT (negative)
|
| | | | 8,656 | | | | | | 134 | | | | | | 1,386 | | | | | | (2,885) | | |
Depreciation and amortization
|
| | | | 8,496 | | | | | | 7,115 | | | | | | 9,685 | | | | | | 7,759 | | |
EBITDA
|
| | | | 17,152 | | | | | | 7,249 | | | | | | 11,071 | | | | | | 4,874 | | |
Initial public offering costs
|
| | | | 1,645 | | | | | | — | | | | | | — | | | | | | — | | |
Share based compensation
|
| | | | 695 | | | | | | 457 | | | | | | 615 | | | | | | — | | |
Company share of NPI depreciation and amortization(1)
|
| | | | 151 | | | | | | 121 | | | | | | 168 | | | | | | 112 | | |
Adjusted EBITDA
|
| | | $ | 19,643 | | | | | $ | 7,827 | | | | | $ | 11,854 | | | | | $ | 4,986 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Royalties from turnkey contracts(1)
|
| | | $ | 23,432 | | | | | $ | 12,321 | | | | | $ | 17,240 | | | | | $ | 13,684 | | |
Royalties from games contracts
|
| | | | 1,223 | | | | | | 1,602 | | | | | | 2,189 | | | | | | 2,095 | | |
Use of IP rights
|
| | | | 4,682 | | | | | | 4,262 | | | | | | 5,662 | | | | | | 2,437 | | |
Development and other services – Aspire
|
| | | | 1,864 | | | | | | 3,221 | | | | | | 4,099 | | | | | | 3,421 | | |
Development and other services – NPI(2)
|
| | | | 2,923 | | | | | | 2,047 | | | | | | 2,914 | | | | | | 1,244 | | |
Development and other services – Michigan Joint Operation
|
| | | | 1,071 | | | | | | 654 | | | | | | 958 | | | | | | 594 | | |
Revenues
|
| | | $ | 35,195 | | | | | $ | 24,107 | | | | | $ | 33,062 | | | | | $ | 23,478 | | |
NeoGames’ NPI Revenues Interest(3)
|
| | | $ | 5,057 | | | | | $ | 1,044 | | | | | $ | 1,956 | | | | | $ | 574 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Revenues
|
| | | $ | 35,195 | | | | | $ | 24,107 | | | | | $ | 33,062 | | | | | $ | 23,478 | | | | | $ | 17,149 | | |
Distribution expenses
|
| | | | 4,696 | | | | | | 2,926 | | | | | | 4,252 | | | | | | 4,519 | | | | | | 3,042 | | |
Development expenses
|
| | | | 5,110 | | | | | | 5,441 | | | | | | 6,877 | | | | | | 5,782 | | | | | | 4,359 | | |
Selling and marketing expenses
|
| | | | 1,094 | | | | | | 1,302 | | | | | | 1,981 | | | | | | 1,457 | | | | | | 1,275 | | |
General and administrative expenses
|
| | | | 5,377 | | | | | | 3,482 | | | | | | 4,957 | | | | | | 4,948 | | | | | | 4,463 | | |
Initial public offering expenses
|
| | | | 1,645 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 8,496 | | | | | | 7,115 | | | | | | 9,685 | | | | | | 7,759 | | | | | | 7,731 | | |
Profit (loss) from operations
|
| | | | 8,777 | | | | | | 3,841 | | | | | | 5,310 | | | | | | (987) | | | | | | (3,721) | | |
Interest expense with respect to funding from related parties
|
| | | | 3,261 | | | | | | 2,801 | | | | | | 3,792 | | | | | | 2,309 | | | | | | 2,234 | | |
Finance income
|
| | | | (21) | | | | | | (7) | | | | | | (53) | | | | | | — | | | | | | (228) | | |
Finance expenses
|
| | | | 690 | | | | | | 280 | | | | | | 382 | | | | | | 195 | | | | | | 18 | | |
Profit (loss) before income taxes expense
|
| | | | 4,847 | | | | | | 767 | | | | | | 1,189 | | | | | | (3,491) | | | | | | (5,745) | | |
Income taxes expense
|
| | | | (706) | | | | | | (960) | | | | | | (1,243) | | | | | | (586) | | | | | | (479) | | |
Profit (loss) after income taxes expense
|
| | | | 4,141 | | | | | | (193) | | | | | | (54) | | | | | | (4,077) | | | | | | (6,224) | | |
Company’s share in losses of Joint Venture
|
| | | | (121) | | | | | | (3,137) | | | | | | (3,924) | | | | | | (1,898) | | | | | | (1,229) | | |
Net and total comprehensive income (loss)
|
| | | $ | 4,020 | | | | | $ | (3,330) | | | | | $ | (3,978) | | | | | $ | (5,975) | | | | | $ | (7,453) | | |
|
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(as a % of revenues in absolute numbers)
|
| |||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Revenues
|
| | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Distribution expenses
|
| | | | 13.3 | | | | | | 12.1 | | | | | | 12.9 | | | | | | 19.2 | | | | | | 17.7 | | |
Development expenses
|
| | | | 14.5 | | | | | | 22.6 | | | | | | 20.8 | | | | | | 24.6 | | | | | | 25.4 | | |
Selling and marketing expenses
|
| | | | 3.1 | | | | | | 5.4 | | | | | | 6.0 | | | | | | 6.2 | | | | | | 7.4 | | |
General and administrative expenses
|
| | | | 15.3 | | | | | | 14.4 | | | | | | 15.0 | | | | | | 21.1 | | | | | | 26.0 | | |
Initial public offering expenses
|
| | | | 4.7 | | | | | | 0.0 | | | | | | 0.0 | | | | | | 0.0 | | | | | | 0.0 | | |
Depreciation and amortization
|
| | | | 24.1 | | | | | | 29.5 | | | | | | 29.3 | | | | | | 33.0 | | | | | | 45.1 | | |
Profit (loss) from operations
|
| | | | 24.9 | | | | | | 15.9 | | | | | | 16.0 | | | | | | 4.2 | | | | | | 21.7 | | |
Interest expense with respect to funding from related
parties |
| | | | 9.3 | | | | | | 11.6 | | | | | | 11.5 | | | | | | 9.8 | | | | | | 13.0 | | |
Finance income
|
| | | | 0.1 | | | | | | 0.0 | | | | | | 0.2 | | | | | | 0.0 | | | | | | 1.3 | | |
Finance expenses
|
| | | | 2.0 | | | | | | 1.2 | | | | | | 1.2 | | | | | | 0.8 | | | | | | 0.1 | | |
Profit (loss) before income taxes expense
|
| | | | 13.8 | | | | | | 3.2 | | | | | | 3.6 | | | | | | 14.9 | | | | | | 33.5 | | |
Income taxes expense
|
| | | | 2.0 | | | | | | 4.0 | | | | | | 3.8 | | | | | | 2.5 | | | | | | 2.8 | | |
Profit (loss) after income taxes expense
|
| | | | 11.8 | | | | | | 0.8 | | | | | | 0.2 | | | | | | 17.4 | | | | | | 36.3 | | |
Company’s share in losses of Joint Venture
|
| | | | 0.3 | | | | | | 13.0 | | | | | | 11.9 | | | | | | 8.1 | | | | | | 7.2 | | |
Net and total comprehensive income (loss)
|
| | | | 11.4% | | | | | | 13.8% | | | | | | 12.0% | | | | | | 25.4% | | | | | | 43.5% | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Revenues
|
| | | $ | 3,740 | | | | | $ | 1,127 | | |
Distribution expenses
|
| | | | 10,480 | | | | | | 4,447 | | |
Selling, general and marketing expenses
|
| | | | 1,067 | | | | | | 293 | | |
Depreciation and amortization
|
| | | | 335 | | | | | | 224 | | |
Net and total comprehensive loss
|
| | | $ | (8,142) | | | | | $ | (3,837) | | |
|
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 17,554 | | | | | $ | 9,837 | | | | | $ | 14,215 | | | | | $ | 5,378 | | | | | $ | 1,978 | | |
Net cash used in investing activities
|
| | | | (11,020) | | | | | | (13,418) | | | | | | (17,424) | | | | | | (11,721) | | | | | | (7,142) | | |
Net cash provided by financing activities
|
| | | | (1,909) | | | | | | 6,219 | | | | | | 5,991 | | | | | | 6,000 | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 4,625 | | | | | $ | 2,638 | | | | | $ | 2,782 | | | | | $ | (343) | | | | | $ | (5,164) | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
In 3 months
|
| |
Between
3 months and 1 year |
| |
More than
1 year |
| |
Total
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Capital notes and accrued interest due to the Aspire
Group |
| | | $ | — | | | | | $ | — | | | | | $ | 22,419 | | | | | $ | 22,419 | | |
Loans from William Hill
|
| | | | — | | | | | | 12,920 | | | | | | — | | | | | | 12,920 | | |
Lease liabilities
|
| | | | — | | | | | | 1,455 | | | | | | 3,382 | | | | | | 4,837 | | |
Trade and other payables
|
| | | | 1,855 | | | | | | — | | | | | | — | | | | | | 1,855 | | |
Total
|
| | | $ | 1,855 | | | | | $ | 14,375 | | | | | $ | 25,801 | | | | | $ | 42,031 | | |
| | |
As of September 30, 2020
|
| |||||||||||||||||||||
| | |
In 3 months
|
| |
Between
3 months and 1 year |
| |
More than
1 year |
| |
Total
|
| ||||||||||||
| | |
Unaudited
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Capital notes and accrued interest due to the Aspire
Group |
| | | $ | — | | | | | $ | — | | | | | $ | 22,420 | | | | | $ | 22,420 | | |
Loans from William Hill
|
| | | | — | | | | | | 2,003 | | | | | | 11,128 | | | | | | 13,131 | | |
Lease liabilities
|
| | | | — | | | | | | 1,563 | | | | | | 2,243 | | | | | | 3,806 | | |
Trade and other payables
|
| | | | 3,148 | | | | | | — | | | | | | — | | | | | | 3,148 | | |
Total
|
| | | $ | 3,148 | | | | | $ | 3,566 | | | | | $ | 35,791 | | | | | $ | 42,505 | | |
State
|
| |
Population
(in millions) |
| |
FY19 Retail
Lottery Gross Sales (in millions) |
| |
FY19 Retail
Lottery Gross Sales Per Capita (in millions) |
| |
iLottery Offering
|
| ||||||||||||||||||
|
DBG
|
| |
Instants
|
| ||||||||||||||||||||||||||
Pennsylvania
|
| | | | 12.8 | | | | | $ | 4,503 | | | | | $ | 352 | | | | |
|
X
|
| | | |
|
X
|
| |
Georgia
|
| | | | 10.6 | | | | | | 4,455 | | | | | | 420 | | | | |
|
X
|
| | | |
|
X
|
| |
Michigan
|
| | | | 10.0 | | | | | | 3,884 | | | | | | 389 | | | | |
|
X
|
| | | |
|
X
|
| |
Illinois
|
| | | | 12.7 | | | | | | 2,975 | | | | | | 235 | | | | |
|
X
|
| | | | | | | |
North Carolina
|
| | | | 10.5 | | | | | | 2,860 | | | | | | 273 | | | | |
|
X
|
| | | | | | | |
Virginia
|
| | | | 8.5 | | | | | | 2,294 | | | | | | 269 | | | | |
|
X
|
| | | |
|
X
|
| |
Kentucky
|
| | | | 4.5 | | | | | | 1,130 | | | | | | 253 | | | | |
|
X
|
| | | |
|
X
|
| |
New Hampshire
|
| | | | 1.4 | | | | | | 384 | | | | | | 283 | | | | |
|
X
|
| | | |
|
X
|
| |
Rhode Island
|
| | | | 1.1 | | | | | | 263 | | | | | | 249 | | | | |
|
X
|
| | | |
|
X
|
| |
New York(1)
|
| | | | 19.5 | | | | | | 8,208 | | | | | | 422 | | | | | | | | | | | | | | |
California
|
| | | | 39.5 | | | | | | 7,388 | | | | | | 187 | | | | | | | | | | | | | | |
Florida
|
| | | | 21.5 | | | | | | 7,151 | | | | | | 333 | | | | | | | | | | | | | | |
Texas
|
| | | | 29.0 | | | | | | 6,252 | | | | | | 216 | | | | | | | | | | | | | | |
Massachusetts
|
| | | | 6.9 | | | | | | 5,492 | | | | | | 797 | | | | | | | | | | | | | | |
New Jersey
|
| | | | 8.9 | | | | | | 3,549 | | | | | | 400 | | | | | | | | | | | | | | |
Ohio
|
| | | | 11.7 | | | | | | 3,361 | | | | | | 288 | | | | | | | | | | | | | | |
Maryland
|
| | | | 6.0 | | | | | | 2,197 | | | | | | 363 | | | | | | | | | | | | | | |
South Carolina
|
| | | | 5.1 | | | | | | 1,981 | | | | | | 385 | | | | | | | | | | | | | | |
Tennessee
|
| | | | 6.8 | | | | | | 1,690 | | | | | | 247 | | | | | | | | | | | | | | |
Missouri
|
| | | | 6.1 | | | | | | 1,466 | | | | | | 239 | | | | | | | | | | | | | | |
Indiana
|
| | | | 6.7 | | | | | | 1,348 | | | | | | 200 | | | | | | | | | | | | | | |
Connecticut
|
| | | | 3.6 | | | | | | 1,334 | | | | | | 374 | | | | | | | | | | | | | | |
Arizona
|
| | | | 7.3 | | | | | | 1,077 | | | | | | 148 | | | | | | | | | | | | | | |
Washington
|
| | | | 7.6 | | | | | | 803 | | | | | | 105 | | | | | | | | | | | | | | |
Wisconsin
|
| | | | 5.8 | | | | | | 713 | | | | | | 122 | | | | | | | | | | | | | | |
Colorado
|
| | | | 5.8 | | | | | | 680 | | | | | | 118 | | | | | | | | | | | | | | |
Minnesota
|
| | | | 5.6 | | | | | | 637 | | | | | | 113 | | | | | | | | | | | | | | |
Louisiana
|
| | | | 4.6 | | | | | | 524 | | | | | | 113 | | | | | | | | | | | | | | |
Arkansas
|
| | | | 3.0 | | | | | | 516 | | | | | | 171 | | | | | | | | | | | | | | |
Iowa
|
| | | | 3.2 | | | | | | 391 | | | | | | 124 | | | | | | | | | | | | | | |
Oregon
|
| | | | 4.2 | | | | | | 380 | | | | | | 90 | | | | | | | | | | | | | | |
Maine
|
| | | | 1.3 | | | | | | 300 | | | | | | 223 | | | | | | | | | | | | | | |
Kansas
|
| | | | 2.9 | | | | | | 295 | | | | | | 101 | | | | | | | | | | | | | | |
Idaho
|
| | | | 1.8 | | | | | | 288 | | | | | | 161 | | | | | | | | | | | | | | |
Oklahoma
|
| | | | 4.0 | | | | | | 242 | | | | | | 61 | | | | | | | | | | | | | | |
Washington, D.C.
|
| | | | 0.7 | | | | | | 213 | | | | | | 302 | | | | | | | | | | | | | | |
West Virginia
|
| | | | 1.8 | | | | | | 201 | | | | | | 112 | | | | | | | | | | | | | | |
Delaware
|
| | | | 1.0 | | | | | | 196 | | | | | | 202 | | | | | | | | | | | | | | |
Nebraska
|
| | | | 1.9 | | | | | | 192 | | | | | | 99 | | | | | | | | | | | | | | |
New Mexico
|
| | | | 2.1 | | | | | | 144 | | | | | | 68 | | | | | | | | | | | | | | |
Vermont
|
| | | | 0.6 | | | | | | 139 | | | | | | 223 | | | | | | | | | | | | | | |
South Dakota
|
| | | | 0.9 | | | | | | 63 | | | | | | 71 | | | | | | | | | | | | | | |
Montana
|
| | | | 1.1 | | | | | | 60 | | | | | | 56 | | | | | | | | | | | | | | |
Wyoming
|
| | | | 0.6 | | | | | | 37 | | | | | | 64 | | | | | | | | | | | | | | |
North Dakota(1)
|
| | | | 0.8 | | | | | | 35 | | | | | | 46 | | | | | | | | | | | | | | |
Mississippi
|
| | | | 3.0 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | |
iLottery Contract
|
| | | | |||
| | |
Incumbent Retail Provider
|
| |
Provider
|
| |
Launch
Year |
| |
iLottery
Penetration from Instants(1) |
| |||
State
|
| |
Instant
|
| |
DBG
|
| |||||||||
Illinois
|
| |
SGMS
|
| |
Intralot
|
| |
Camelot
|
| |
2012
|
| |
N/R
|
|
Georgia
|
| |
SGMS / IGT
|
| |
IGT
|
| |
IGT
|
| |
2012
|
| |
1.3%
|
|
Michigan
|
| |
SGMS / Pollard / IGT
|
| |
IGT
|
| |
NPI
|
| |
2014
|
| |
36.7%
|
|
Kentucky
|
| |
SGMS / Pollard
|
| |
IGT
|
| |
IGT
|
| |
2016
|
| |
2.5%
|
|
Pennsylvania
|
| |
SGMS
|
| |
SGMS
|
| |
SGMS
|
| |
2018
|
| |
11.3%
|
|
New Hampshire
|
| |
SGMS
|
| |
Intralot
|
| |
NPI
|
| |
2018
|
| |
11.5%
|
|
North Carolina
|
| |
IGT
|
| |
IGT
|
| |
NPI
|
| |
2019
|
| |
N/R
|
|
Rhode Island
|
| |
IGT
|
| |
IGT
|
| |
IGT
|
| |
2020
|
| |
1.1%
|
|
Virginia(2)
|
| |
IGT
|
| |
IGT
|
| |
NPI
|
| |
2020
|
| |
N/R
|
|
| | | | | | | | | | | | | | |
iLottery Instant Ticket
|
| | | | | | | |
Per Capita
|
| ||||||||||||||||||
State
|
| |
Launch
Year |
| |
Fiscal Year(1)
|
| |
Gross Sales
(in millions) |
| |
GGR
(in millions) |
| |
Population
(in millions) |
| | | |||||||||||||||||||||||||
|
Gross Sales
|
| |
GGR
|
| ||||||||||||||||||||||||||||||||||||||
Michigan
|
| | | | 2014 | | | | | | 2019 | | | | | $ | 961 | | | | | $ | 116 | | | | | | 10.0 | | | | | $ | 96 | | | | | $ | 12 | | |
Pennsylvania
|
| | | | 2018 | | | | | | 2019 | | | | | $ | 381 | | | | | $ | 49 | | | | | | 12.8 | | | | | $ | 30 | | | | | $ | 4 | | |
New Hampshire
|
| | | | 2018 | | | | | | 2019 | | | | | $ | 33 | | | | | $ | 5 | | | | | | 1.4 | | | | | $ | 24 | | | | | $ | 4 | | |
Georgia
|
| | | | 2012 | | | | | | 2019 | | | | | $ | 41 | | | | | | N/R | | | | | | 10.6 | | | | | $ | 4 | | | | | | N/R | | |
Kentucky
|
| | | | 2016 | | | | | | 2019 | | | | | $ | 17 | | | | | $ | 4 | | | | | | 4.5 | | | | | $ | 4 | | | | | $ | 1 | | |
Rhode Island
|
| | | | 2020 | | | | | | 2020 | | | | | $ | 1 | | | | | | N/R | | | | | | 1.1 | | | | | $ | 1 | | | | | | N/R | | |
Illinois(2)
|
| | | | 2012 | | | | | | 2019 | | | | | | N/R | | | | | | N/R | | | | | | 12.7 | | | | | | N/R | | | | | | N/R | | |
North Carolina(2)
|
| | | | 2019 | | | | | | 2019 | | | | | | N/R | | | | | | N/R | | | | | | 10.5 | | | | | | N/R | | | | | | N/R | | |
Virginia
|
| | | | 2020 | | | | | | 2019 | | | | | | N/R | | | | | | N/R | | | | | | 8.5 | | | | | | N/R | | | | | | N/R | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Moti Malul | | |
49
|
| |
Chief Executive Officer, Co-Managing Director and Director
|
|
Raviv Adler | | |
46
|
| | Chief Financial Officer | |
Oded Gottfried | | |
50
|
| | Chief Technology Officer | |
Rinat Belfer | | |
40
|
| | Chief Operations Officer | |
Non-Executive Directors | | | | | | | |
Barak Matalon | | |
50
|
| | Non-Executive Director | |
Aharon Aran | | |
71
|
| | Non-Executive Director | |
Laurent Teitgen | | |
41
|
| | Non-Executive Director | |
John E. Taylor, Jr.* | | |
54
|
| | Non-Executive Director, Chairman | |
| | |
Shares beneficially
owned before the offering |
| |
Shares beneficially owned
after the offering |
| |||||||||||||||
Name of beneficial owner
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| |||||||||
5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | |
William Hill(1)
|
| | | | 56,003,584 | | | | | | 29.8% | | | | | | | | | % | | |
Elyahu Azur(2)
|
| | | | 29,981,250 | | | | | | 16.0 | | | | | | | | | | | |
Pinhas Zahavi(3)
|
| | | | 29,981,250 | | | | | | 16.0 | | | | | | | | | | | |
Executive Officers, directors and director nominees | | | | | | | | | | | | | | | | | | | | | | |
Moti Malul(4)
|
| | | | 2,466,129 | | | | | | 1.3 | | | | | | | | | | | |
Raviv Adler(5)
|
| | | | 708,293 | | | | | | * | | | | | | | | | | | |
Oded Gottfried(6)
|
| | | | 6,419,086 | | | | | | 3.3 | | | | | | | | | | | |
Rinat Belfer(7)
|
| | | | 290,000 | | | | | | * | | | | | | | | | | | |
Barak Matalon(8)
|
| | | | 47,970,000 | | | | | | 24.6 | | | | | | | | | | | |
Aharon Aran(9)
|
| | | | 11,992,500 | | | | | | 6.2 | | | | | | | | | | | |
Laurent Tietgan
|
| | | | — | | | | | | — | | | | | | | | | | | |
John E. Taylor, Jr.(10)
|
| | | | — | | | | | | — | | | | | | | | | | | |
All executive officers, directors and director nominees as a group (8 persons)(10)
|
| | | | 69,846,008 | | | | | | 35.9% | | | | | | | | | % | | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
Board of Directors
|
| |||
|
Pursuant to Luxembourg law, our board of directors must be composed of at least three directors. They are appointed by the general meeting of shareholders (by proposal of the board of directors, the shareholders or a spontaneous candidacy) by a simple majority of the votes cast. Directors may be reelected, but the term of their office may not exceed six years.
Pursuant to our articles of association, directors are elected by a simple majority vote at a general meeting. Abstentions are not considered “votes.”
Our articles of association provide, that in case of a vacancy, the remaining members of the board of directors may elect a director to fill the vacancy.
Our articles of association provide for different classes of directors, and each director has one vote.
Our articles of association provide that the board of directors may set up committees and determine their composition, powers, and rules.
|
| | A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes, and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation. | |
|
Interested Shareholders
|
| |||
| Under Luxembourg law, no restriction exists as to the transactions that a shareholder may conclude with us. The transaction must, however, be in our corporate interest and be made on arm’s length terms. | | |
Section 203 of the Delaware General Corporation Law (the “DGCL”) generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.
A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 of the DGCL through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.
|
|
|
Luxembourg:
|
| |
Delaware:
|
|
|
Amendment of Governing Documents
|
| |||
|
Under Luxembourg law, amendments to our articles of association require an extraordinary general meeting of shareholders held in front of a public notary at which at least one half of the share capital is represented. The notice of the extraordinary general meeting shall set out the proposed amendments to the articles of association.
If the aforementioned quorum is not reached, a second meeting may be convened by means of a notice published in the Luxembourg official electronic gazette (Mémorial C, Recueil des Sociétés et Associations, or Recueil Electronique des Sociétés et Associations, as applicable) and in a Luxembourg newspaper 15 days before the meeting. The second meeting shall be validly constituted regardless of the proportion of the share capital represented.
At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast (unless otherwise required by Luxembourg law or the articles of association). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares. This also applies with respect to the beneficiary certificates. An increase of the commitments of its shareholders require, however, the unanimous consent of the shareholders (and bondholders, if any).
Our articles of association provide that for any extraordinary resolutions to be considered at a general meeting, the quorum shall be at least one-half of our issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) by a two-thirds majority of the votes validly cast on such resolution. Abstentions are not considered “votes.”
In very limited circumstances, the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders at a duly convened shareholders’ meeting. This is the case in the context of our authorized share capital within which the board of directors is authorized to issue further ordinary shares or in the context of a share capital reduction and cancellation of ordinary shares. The board of directors is then authorized to appear in front of a notary public to record the capital increase or decrease and to amend the share capital set forth in the articles of association. The above also applies in case of the transfer of our registered office outside the current municipality.
|
| | Under the DGCL, amendments to a corporation’s certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the DGCL or the certificate of incorporation, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the DGCL. Under the DGCL, the board of directors may amend bylaws if so authorized in the charter. The shareholders of a Delaware corporation also have the power to amend bylaws. | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
Meetings of Shareholders
|
| |||
|
Pursuant to Luxembourg law, at least one general meeting of shareholders must be held each year within six months as from the close of the financial year. The purpose of such ordinary general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments, and grant discharge to the directors. The ordinary general meeting must be held within six months of the end of each financial year.
Other meetings of shareholders may be convened.
Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting.
Quorum Requirements:
Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.
Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
Ordinary Resolutions: Pursuant to Luxembourg law, there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting, and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”
Extraordinary Resolutions: Extraordinary resolutions are required for any of the following matters, among others: (i) an increase or decrease of the authorized or issued capital, (ii) a limitation or exclusion of preemptive rights, (iii) approval of a statutory merger or de-merger (scission), (iv) dissolution, and (v) an amendment of the articles of association.
Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting, the quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) by a two-thirds majority of the votes validly cast on such resolution. Abstentions are not considered “votes.”
|
| |
Typical bylaws provide that annual meetings of shareholders are to be held on a date and at a time fixed by the board of directors. Under the DGCL, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws.
Under the DGCL, a corporation’s certificate of incorporation or bylaws can specify the number of shares that constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.
|
|
|
Luxembourg:
|
| |
Delaware:
|
|
|
Shareholder Approval of Business Combinations
|
| |||
|
Under Luxembourg law and our articles of association, the board of directors has the broadest power to take any action necessary or useful to achieve the corporate objective. The board of directors’ powers are limited only by law and our articles of association.
Any type of transaction that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution, or voluntary liquidation, requires an extraordinary resolution of a general meeting of shareholders.
Transactions such as a sale, lease, or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease, or exchange of substantial assets of ours.
|
| |
Generally, under the DGCL, completion of a merger, consolidation, or the sale, lease, or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.
The DGCL also requires a special vote of shareholders in connection with a business combination with an “interested shareholder” as defined in section 203 of the DGCL. See “— Interested Shareholders” above.
|
|
|
Shareholder Action Without a Meeting
|
| |||
|
A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association.
Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.
|
| | Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action. | |
|
Distributions
|
| |||
|
Under Luxembourg law, the amount and payment of dividends or other distributions is determined by a simple majority vote at a general meeting of shareholders based on the recommendation of our board of directors, except in certain limited circumstances. Pursuant to our articles of association, our board of directors has the power to pay interim dividends or make other distributions in accordance with applicable Luxembourg law.
Distributions (in the form of either dividends, share premium reimbursements or capital surplus reimbursements) may be lawfully declared and paid if our net profits and/or distributable reserves are sufficient under Luxembourg law.
|
| | The DGCL permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
Under Luxembourg law, the amount of a distribution paid to shareholders (including in the form of dividends or share premium reimbursements) may not exceed the amount of the profits at the end of the last financial year plus any profits carried forward and any amounts drawn from reserves that are available for that purpose, less any losses carried forward and sums to be placed in reserve in accordance with Luxembourg law or our articles of association. Furthermore, no distributions (including in the form of dividends or share premium reimbursements) may be made if net assets were, at the end of the last financial year (or would become, following such a distribution), less than the amount of the subscribed share capital plus the non-distributable reserves. Distributions in the form of dividends may only be made out of net profits and profits carried forward, whereas distributions in the form of share premium reimbursements may only be made out of available share premium and distributions in the form of capital surplus reimbursements may only be made out of capital surplus.
Under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. The allocation to the legal reserve becomes compulsory again when the legal reserve no longer represents 10% of our issued share capital. The legal reserve is not available for distribution.
|
| | ||
|
Repurchases and Redemptions
|
| |||
|
Pursuant to Luxembourg law, we (or any party acting on our behalf) may repurchase our own shares and hold them in treasury, provided that:
•
the shareholders at a general meeting have previously authorized our board of directors to acquire our ordinary shares. The general meeting shall determine the terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be acquired, the period for which the authorization is given (which may not exceed five years), and, in the case of repurchase for consideration, the maximum and minimum consideration, provided that the prior authorization shall not apply in the case of ordinary shares acquired by either us or by a person acting in its own name but on our behalf for the distribution thereof to our staff or to the staff of a company with which we are in a control relationship;
|
| | Under the DGCL, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced. | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
•
the acquisitions, including ordinary shares previously acquired by us and held by us and shares acquired by a person acting in his or her own name but on our behalf, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves (which may not be distributed by law or under the articles of association);
•
the ordinary shares repurchased are fully paid-up; and
•
the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented (and except for acquisitions made on Nasdaq).
No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to us, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the ordinary shares acquired, the proportion of the subscribed capital which they represent, and the consideration paid for them, and (ii) in the case of ordinary shares acquired by either us or by a person acting on our behalf with a view to redistributing the ordinary shares to our staff or its controlled subsidiaries, provided that the distribution of such shares is made within 12 months from their acquisition.
Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce our capital or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law).
Any shares acquired in contravention of the above provisions must be resold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period.
|
| | ||
| As long as shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on our balance sheet a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association provide that shares may be acquired in accordance with the law. | | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
Transactions with Officers or Directors
|
| |||
|
There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with us to the extent the contract or the transaction is in our corporate interest.
Luxembourg law prohibits a director from participating in deliberations and voting on a transaction if (i) such director has a direct or indirect financial interest therein, and (ii) the interests of such director or conflict with our interests. The relevant director must disclose his or her personal financial interest to the members of the board of directors and abstain from voting. The transaction and the director’s interest therein shall be reported to the next succeeding general meeting of shareholders.
Our articles of association may require that certain transactions between a director and us be submitted for approval by our board of directors and/or shareholders. Our articles of association provide that no director, solely as a result of being a director, shall have any duty to refrain from any decision or action to enforce its rights under any agreement or contract with us. A director who has an interest in a transaction carried out other than in the ordinary course of business that conflicts with our interests must advise the board of directors accordingly and have the statement recorded in the minutes of the meeting. The director concerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction is submitted to the shareholders at the next general meeting of shareholders, before any vote on the matter.
|
| | Under the DGCL, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest, provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the DGCL, either (i) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts, or (ii) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If the board of directors’ approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum. | |
|
Luxembourg:
|
| |
Delaware:
|
|
|
Fiduciary Duties of Directors
|
| |||
|
The board of directors must act as a collegial body in the corporate interest of a company and has the power to take any action necessary or useful to realize the corporate objects of a company, with the exception of the powers reserved by Luxembourg law or by the articles of association to the general meeting of shareholders. Luxembourg law imposes a duty on directors of a Luxembourg company to: (i) act in good faith with a view to the best interests of the company; and (ii) exercise the care, diligence, and skill that a reasonably prudent person would exercise in a similar position and under comparable circumstances. The standard of care required from directors in the execution of their mandate vis-à-vis the company is the standard that an ordinary prudent or reasonable person would apply to his or her own affairs. The standard of care is more onerous where a director has special skills or where such director receives remuneration for his or her office.
In addition, Luxembourg law imposes specific duties on directors and officers of a company to comply with Luxembourg law and the articles of association of a company.
|
| | Under the DGCL, except as otherwise provided in a company’s certificate of incorporation, the board of directors of a Delaware company bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware company owe fiduciary duties of care and loyalty to a company and its shareholders. Delaware courts have decided that the directors of a Delaware company are required to exercise an informed business judgment in the performance of their duties. An informed business judgment means that the directors have informed themselves of all material information reasonably available to them. Delaware courts have also subjected directors’ actions to enhanced scrutiny in certain situations, including if directors take certain actions intended to prevent a threatened change in control of a company or in connection with transactions involving a conflicted controlling shareholder. In addition, under Delaware law, when the board of directors of a Delaware corporation determines to sell or break-up a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders at that time. | |
|
Dissenters’ Rights
|
| |||
| Neither Luxembourg law nor our articles of association provide for appraisal rights. | | | Under the DGCL, a shareholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. | |
|
Shareholder Suits
|
| |||
|
Under Luxembourg law, the board of directors has sole authority to decide whether to initiate legal action to enforce a company’s rights (other than, in certain circumstances, an action against board members).
Shareholders do not have the authority to initiate legal action on a company’s behalf. Shareholders and/or future holders of beneficiary certificates holding at least 10.0% of the securities of a company having a right to vote at the general meeting may bring an action against the directors on behalf of the company.
This provision of Luxembourg law does not apply to claims under the U.S. federal securities laws.
|
| | Under Delaware law, a shareholder may bring a derivative action on a company’s behalf to enforce the rights of a company. An individual also may commence a class action lawsuit on behalf of himself or herself and other similarly situated shareholders if the requirements for maintaining a class action lawsuit under Delaware law are met. An individual may institute and maintain a class action lawsuit only if such person was a shareholder at the time of the transaction that is the subject of the lawsuit or his or her shares thereafter devolved upon him or her by operation of law. In addition, the plaintiff must generally be a shareholder through the duration of the lawsuit. | |
|
Luxembourg:
|
| |
Delaware:
|
|
| Luxembourg law does not provide for class action lawsuits. | | | Delaware law requires that a derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the lawsuit may be prosecuted, unless such demand would be futile. | |
|
Cumulative Voting
|
| |||
| Not applicable. | | | Under the DGCL, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a shareholder has a number of votes equal to the number of shares held by such shareholder times the number of directors nominated for election. The shareholder may cast all of such votes for one director or among the directors in any proportion. | |
|
Anti-Takeover Measures
|
| |||
|
Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors of directors is authorized by the shareholders to issue further ordinary shares and, under certain conditions, to limit, restrict, or waive preferential subscription rights of existing shareholders. The rights attached to the shares issued within the authorized share capital will be equal to those attached to existing shares and set forth in our articles of association.
The authority of the board of directors to issue additional ordinary shares is valid for a period of up to five years starting from the date of the publication of the minutes of the extraordinary general meeting resolving upon such authorization in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations, or Recueil Electronique des Sociétés et Associations, as applicable), unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting.
|
| |
Under the DGCL, the certificate of incorporation of a corporation may give the board of directors the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board of directors at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.
In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.
|
|
| Our articles of association authorize our board of directors to issue ordinary shares within the limits of the authorized share capital at such times and on such terms as our board of directors or its delegates may decide for a period ending five years after the date of the publication of the minutes of the extraordinary general meeting resolving upon such authorization in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations, or Recueil Electronique des Sociétés et Associations, as applicable) (unless such period is extended, amended or renewed). Accordingly, our board of directors will be authorized to issue ordinary shares up to the limits of authorized share capital until such date. We currently intend to seek renewals and/or extensions as required from time to time. | | |
Name
|
| |
Number of
Ordinary Shares |
| |||
Stifel, Nicolaus & Company, Incorporated
|
| | | | | | |
Macquarie Capital (USA) Inc
|
| | | | | | |
Truist Securities, Inc
|
| | | | | | |
| | | | | | | |
| | | | | | ||
Total
|
| | | | | |
| | |
Per
ordinary share |
| |
Without
exercise of option to purchase additional ordinary shares |
| |
With
exercise in full of option to purchase additional ordinary shares |
| |||||||||
Initial public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts and commissions
|
| | | | | | | | | | | | | | | | | | |
Proceeds, before expenses, to us
|
| | | | | | | | | | | | | | | | | | |
Proceeds, before expenses, to the Selling Shareholders
|
| | | $ | | | | | $ | | | | | $ | | | |
Expenses
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | * | | |
Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee
|
| | | | * | | |
Nasdaq listing fee
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous costs
|
| | | | * | | |
Total | | | |
$
|
*
|
| |
| | |
Page
|
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
| | | | | |
December 31,
|
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | ||||||||||||
Cash and cash equivalents
|
| | | | | | $ | 6,016 | | | | | $ | 3,234 | | |
Restricted deposit
|
| | | | | | | 138 | | | | | | — | | |
Prepaid expenses and other receivables
|
| | | | | | | 905 | | | | | | 508 | | |
Aspire Group
|
| |
6
|
| | | | 296 | | | | | | 144 | | |
Due from the Michigan Joint Operation and NPI
|
| | | | | | | 250 | | | | | | 190 | | |
Trade receivables
|
| | | | | | | 2,737 | | | | | | 2,306 | | |
Total current assets
|
| | | | | | | 10,342 | | | | | | 6,382 | | |
Non-current assets | | | | | ||||||||||||
Restricted deposit
|
| | | | | | | 150 | | | | | | 141 | | |
Restricted deposits – Joint Venture
|
| |
7
|
| | | | 2,000 | | | | | | 1,147 | | |
Investment in the Joint Venture
|
| |
7
|
| | | | 603 | | | | | | 313 | | |
Property and equipment
|
| |
4
|
| | | | 849 | | | | | | 524 | | |
Intangible assets
|
| |
5
|
| | | | 14,413 | | | | | | 10,731 | | |
Right-of-use assets
|
| |
2
|
| | | | 4,688 | | | | | | — | | |
Deferred taxes
|
| |
15
|
| | | | 130 | | | | | | 124 | | |
Total non-current assets
|
| | | | | | | 22,833 | | | | | | 12,980 | | |
Total assets
|
| | | | | | $ | 33,175 | | | | | $ | 19,362 | | |
LIABILITIES AND EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
Current liabilities | | | | | ||||||||||||
Trade and other payables
|
| |
8
|
| | | $ | 1,855 | | | | | $ | 1,200 | | |
Lease liabilities
|
| |
2
|
| | | | 1,455 | | | | | | — | | |
Loans and other due to William Hill, net
|
| |
6
|
| | | | 14,245 | | | | | | — | | |
Employees’ related payables and accruals
|
| | | | | | | 2,583 | | | | | | 1,852 | | |
Total current liabilities
|
| | | | | | | 20,138 | | | | | | 3,052 | | |
Non-current liabilities | | | | | ||||||||||||
Capital notes, loans and accrued interest due to Aspire Group
|
| |
6
|
| | | | 14,987 | | | | | | 12,724 | | |
Loans and other due to William Hill, net
|
| |
6
|
| | | | — | | | | | | 5,542 | | |
Lease liabilities
|
| |
2
|
| | | | 3,382 | | | | | | — | | |
Accrued severance pay, net
|
| |
9
|
| | | | 276 | | | | | | 289 | | |
Total non-current liabilities
|
| | | | | | | 18,645 | | | | | | 18,555 | | |
Equity (deficit) | | | | | ||||||||||||
Share capital
|
| | | | | | | 21 | | | | | | 21 | | |
Reserve with respect to transaction under common control
|
| |
2
|
| | | | (8,467) | | | | | | (8,467) | | |
Reserve with respect to funding transactions with Aspire Group
|
| | | | | | | 16,940 | | | | | | 16,940 | | |
Share premium
|
| | | | | | | 22,788 | | | | | | 22,788 | | |
Share based payments reserve
|
| |
17
|
| | | | 2,967 | | | | | | 2,352 | | |
Accumulated losses
|
| | | | | | | (39,857) | | | | | | (35,879) | | |
Total equity (deficit)
|
| | | | | | | (5,608) | | | | | | (2,245) | | |
Total liabilities and equity (deficit)
|
| | | | | | $ | 33,175 | | | | | $ | 19,362 | | |
|
| October 27, 2020 | | |
Moti Malul, Manager
|
|
| | | | | |
For the year ended December 31,
|
| |||||||||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Revenues
|
| |
11
|
| | | $ | 33,062 | | | | | $ | 23,478 | | | | | $ | 17,149 | | |
Distribution expenses
|
| |
12
|
| | | | 4,252 | | | | | | 4,519 | | | | | | 3,042 | | |
Development expenses
|
| | | | | | | 6,877 | | | | | | 5,782 | | | | | | 4,359 | | |
Selling and marketing expenses
|
| | | | | | | 1,981 | | | | | | 1,457 | | | | | | 1,275 | | |
General and administrative expenses
|
| |
13
|
| | | | 4,957 | | | | | | 4,948 | | | | | | 4,463 | | |
Depreciation and amortization
|
| |
4,5
|
| | | | 9,685 | | | | | | 7,759 | | | | | | 7,731 | | |
| | | | | | | | 27,752 | | | | | | 24,465 | | | | | | 20,870 | | |
Profit (loss) from
operations |
| | | | | | | 5,310 | | | | | | (987) | | | | | | (3,721) | | |
Interest expenses with respect to funding from related parties
|
| |
6
|
| | | | 3,792 | | | | | | 2,309 | | | | | | 2,234 | | |
Finance income
|
| |
14
|
| | | | (53) | | | | | | — | | | | | | (228) | | |
Finance expenses
|
| |
14
|
| | | | 382 | | | | | | 195 | | | | | | 18 | | |
Profit (loss) before income taxes expenses
|
| | | | | | | 1,189 | | | | | | (3,491) | | | | | | (5,745) | | |
Income taxes expenses
|
| |
15
|
| | | | (1,243) | | | | | | (586) | | | | | | (479) | | |
Loss after income taxes expenses
|
| | | | | | | (54) | | | | | | (4,077) | | | | | | (6,224) | | |
The Company’s share in losses of the Joint Venture
|
| |
7
|
| | | | (3,924) | | | | | | (1,898) | | | | | | (1,229) | | |
Net and total comprehensive loss
|
| | | | | | $ | (3,978) | | | | | $ | (5,975) | | | | | $ | (7,453) | | |
Net loss per common share outstanding, basic and
diluted |
| | | | | | $ | (0.02) | | | | | $ | (0.03) | | | | | $ | (0.04) | | |
Weighted average number of common shares outstanding, basic and diluted
|
| | | | | | | 181,090,589 | | | | | | 181,090,589 | | | | | | 181,090,589 | | |
| | |
Share
capital* |
| |
Share
premium |
| |
Accumulated
losses |
| |
Share-based
payments reserve |
| |
Reserve with
respect to funding transactions with related parties |
| |
Reserve
with respect to transaction under common control |
| |
Total
equity (deficit) |
| |||||||||||||||||||||
Balance as of January 1, 2017
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (22,451) | | | | | $ | 2,340 | | | | | $ | 10,582 | | | | | $ | (8,467) | | | | | $ | 4,813 | | |
Changes in the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive loss for the year
|
| | | | — | | | | | | — | | | | | | (7,453) | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,453) | | |
Benefit to the Company by certain of its equity
holders with respect to funding transactions |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,358 | | | | | | — | | | | | | 6,358 | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 12 | | | | | | — | | | | | | — | | | | | | 12 | | |
Balance as of December 31, 2017
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (29,904) | | | | | $ | 2,352 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | 3,730 | | |
Changes in the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive loss for the year
|
| | | | — | | | | | | — | | | | | | (5,975) | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,975) | | |
Balance as of December 31, 2018
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (35,879) | | | | | $ | 2,352 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | (2,245) | | |
Changes in the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 615 | | | | | | — | | | | | | — | | | | | | 615 | | |
Comprehensive loss for the year
|
| | | | — | | | | | | — | | | | | | (3,978) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,978) | | |
Balance as of December 31, 2019
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (39,857) | | | | | $ | 2,967 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | (5,608) | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net loss for the period
|
| | | $ | (3,978) | | | | | $ | (5,975) | | | | | $ | (7,453) | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | |
Amortization and depreciation
|
| | | | 9,685 | | | | | | 7,759 | | | | | | 7,731 | | |
Income taxes expenses
|
| | | | 1,243 | | | | | | 586 | | | | | | 479 | | |
Income taxes paid
|
| | | | (461) | | | | | | (376) | | | | | | (369) | | |
Interest expenses with respect to lease liability
|
| | | | 366 | | | | | | — | | | | | | — | | |
Interest expenses with respect to funding from related parties
|
| | | | 3,792 | | | | | | 2,309 | | | | | | 2,234 | | |
Interest paid
|
| | | | (645) | | | | | | (223) | | | | | | — | | |
Other finance expenses (income), net
|
| | | | 329 | | | | | | 202 | | | | | | (229) | | |
Share-based compensation
|
| | | | 615 | | | | | | — | | | | | | 12 | | |
The Company’s share in losses of the Joint Venture
|
| | | | 3,924 | | | | | | 1,898 | | | | | | 1,229 | | |
Increase in trade receivables
|
| | | | (304) | | | | | | (1,683) | | | | | | (1,136) | | |
Increase in prepaid expenses and other receivables
|
| | | | (397) | | | | | | (136) | | | | | | (66) | | |
Increase in Aspire Group
|
| | | | (152) | | | | | | (42) | | | | | | (287) | | |
Decrease (increase) in amounts due from the Michigan Joint Operation and NPI
|
| | | | (60) | | | | | | 498 | | | | | | 435 | | |
Increase (decrease) in trade and other payables
|
| | | | (460) | | | | | | (68) | | | | | | 55 | | |
Increase (decrease) in employees’ related payables and accruals
|
| | | | 731 | | | | | | 587 | | | | | | (663) | | |
Accrued severance pay, net
|
| | | | (13) | | | | | | 42 | | | | | | 6 | | |
Total adjustments
|
| | | | 18,193 | | | | | | 11,353 | | | | | | 9,431 | | |
Net cash generated from operating activities
|
| | | | 14,215 | | | | | | 5,378 | | | | | | 1,978 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (756) | | | | | | (392) | | | | | | (311) | | |
Capitalized development costs
|
| | | | (11,454) | | | | | | (8,033) | | | | | | (5,930) | | |
Restricted deposit – Joint Venture
|
| | | | (853) | | | | | | (1,147) | | | | | | — | | |
Changes in deposits
|
| | | | (147) | | | | | | — | | | | | | — | | |
Funding to the Joint Venture
|
| | | | (4,214) | | | | | | (2,149) | | | | | | (901) | | |
Net cash used in investing activities
|
| | | | (17,424) | | | | | | (11,721) | | | | | | (7,142) | | |
Cash flows from Financing activities: | | | | | | | | | | | | | | | | | | | |
Loans from WH
|
| | | | 6,500 | | | | | | 6,000 | | | | | | — | | |
Payments with respect to IP Option
|
| | | | 825 | | | | | | — | | | | | | — | | |
Repayment for lease liability
|
| | | | (1,334) | | | | | | — | | | | | | — | | |
Net cash generated from financing activities
|
| | | | 5,991 | | | | | | 6,000 | | | | | | — | | |
Net decrease in cash and cash equivalents
|
| | | | 2,782 | | | | | | (343) | | | | | | (5,164) | | |
Cash and cash equivalents at the beginning of the year
|
| | | | 3,234 | | | | | | 3,577 | | | | | | 8,741 | | |
Cash and cash equivalents at the end of the year
|
| | | $ | 6,016 | | | | | $ | 3,234 | | | | | $ | 3,577 | | |
| | |
%
|
|
Computers and computers equipment | | |
25 - 50
|
|
Office furniture and equipment | | |
7
|
|
Leasehold improvements | | |
Over the shorter of the term of the lease or useful lives
|
|
| | |
In accordance
with the previous policy |
| |
Effect of the
application of IFRS 16 |
| |
Pursuant to
IFRS 16 |
| |||||||||
| | |
U.S. dollars in thousands)
|
| |||||||||||||||
Right-of-use asset
|
| | | | — | | | | | $ | 2,673 | | | | | $ | 2,673 | | |
Current lease liability
|
| | | | — | | | | | | (750) | | | | | | (750) | | |
Non-current lease liability
|
| | | | — | | | | | | (1,923) | | | | | | (1,923) | | |
| | |
Computers and
computers equipment |
| |
Office
furniture and equipment |
| |
Leasehold
improvements |
| |
Total
|
| ||||||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2019
|
| | | $ | 1,461 | | | | | $ | 190 | | | | | $ | 157 | | | | | $ | 1,808 | | |
Additions during the year
|
| | | | 646 | | | | | | 67 | | | | | | 43 | | | | | | 756 | | |
| | | | | 2,107 | | | | | | 257 | | | | | | 200 | | | | | | 2,564 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2019
|
| | | | 1,115 | | | | | | 32 | | | | | | 137 | | | | | | 1,284 | | |
Additions during the year
|
| | | | 421 | | | | | | 4 | | | | | | 6 | | | | | | 431 | | |
| | | | | 1,536 | | | | | | 36 | | | | | | 143 | | | | | | 1,715 | | |
Net Book Value: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2019
|
| | | $ | 571 | | | | | $ | 221 | | | | | $ | 57 | | | | | $ | 849 | | |
|
| | |
Computers and
computers equipment |
| |
Office
furniture and equipment |
| |
Leasehold
improvements |
| |
Total
|
| ||||||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2018
|
| | | $ | 1,203 | | | | | $ | 60 | | | | | $ | 153 | | | | | $ | 1,416 | | |
Additions during the year
|
| | | | 258 | | | | | | 130 | | | | | | 4 | | | | | | 392 | | |
| | | | | 1,461 | | | | | | 190 | | | | | | 157 | | | | | | 1,808 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2018
|
| | | | 810 | | | | | | 27 | | | | | | 116 | | | | | | 953 | | |
Additions during the year
|
| | | | 305 | | | | | | 5 | | | | | | 21 | | | | | | 331 | | |
| | | | | 1,115 | | | | | | 32 | | | | | | 137 | | | | | | 1,284 | | |
Net Book Value: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2018
|
| | | $ | 346 | | | | | $ | 158 | | | | | $ | 20 | | | | | $ | 524 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Cost: | | | | | | | | | | | | | |
Balance at beginning of the period
|
| | | $ | 33,616 | | | | | $ | 25,583 | | |
Additions
|
| | | | 11,454 | | | | | | 8,033 | | |
As of December 31,
|
| | | | 45,070 | | | | | | 33,616 | | |
Accumulated amortization: | | | | | | | | | | | | | |
Balance at beginning of the period
|
| | | | 22,885 | | | | | | 15,457 | | |
Amortization
|
| | | | 7,772 | | | | | | 7,428 | | |
As of December 31,
|
| | | | 30,657 | | | | | | 22,885 | | |
Net Book Value: | | | | | | | | | | | | | |
As of December 31,
|
| | | $ | 14,413 | | | | | $ | 10,731 | | |
|
| | |
As at December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Loan principals
|
| | | $ | 12,500 | | | | | $ | 6,000 | | |
Discounts
|
| | | | (465) | | | | | | (1,020) | | |
Accrued interest
|
| | | | 421 | | | | | | 164 | | |
Liability with respect to IP Option
|
| | | | 3,450 | | | | | | 3,450 | | |
Receivables on IP Option
|
| | | | (1,661) | | | | | | (3,052) | | |
| | | | $ | 14,245 | | | | | $ | 5,542 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Revenues generated from the Transition Services Agreement
|
| | | $ | 4,099 | | | | | $ | 3,421 | | | | | $ | 3,376 | | |
Expenses derived by the Cost Allocation Agreement: | | | | | | | | | | | | | | | | | | | |
Labor (included in general and administrative expenses)
|
| | | | 68 | | | | | | 289 | | | | | | 343 | | |
Rent (included in depreciation and interest with respect to right of
use) |
| | | | 1,047 | | | | | | 1,036 | | | | | | 1,022 | | |
Other (included in general and administrative expenses)
|
| | | | 177 | | | | | | 232 | | | | | | 211 | | |
Total expenses
|
| | | $ | 1,292 | | | | | $ | 1,557 | | | | | $ | 1,576 | | |
As of
December 31, |
| |
Principal
amount |
| |
Balance*
|
| |
Contractual
interest rate |
| |
Effective
interest rate |
| ||||||||||||
| | |
U.S. dollars (in thousands)
|
| |
%
|
| | |||||||||||||||||
2019
|
| | | $ | 21,838 | | | | | $ | 14,987 | | | | | | 1 | | | | | | 20 | | |
2018
|
| | | | 21,838 | | | | | | 12,724 | | | | | | 1 | | | | | | 20 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Current assets
|
| | | $ | 3,211 | | | | | $ | 1,100 | | |
Non-current assets
|
| | | | 2,025 | | | | | | 1,095 | | |
Current liabilities
|
| | | | (3,214) | | | | | | (611) | | |
Non-current liabilities
|
| | | | (631) | | | | | | (494) | | |
Net assets (100%)
|
| | | | 1,391 | | | | | | 1,090 | | |
Net assets (50%)
|
| | | | 696 | | | | | | 545 | | |
Adjustments
|
| | | | (93) | | | | | | (232) | | |
Company share of Joint Venture net assets
|
| | | $ | 603 | | | | | $ | 313 | | |
|
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Revenues
|
| | | $ | 3,740 | | | | | $ | 1,127 | | | | | $ | 428 | | |
Distribution expenses
|
| | | | 10,480 | | | | | | 4,447 | | | | | | 2,346 | | |
Selling, general and marketing expenses
|
| | | | 1,067 | | | | | | 293 | | | | | | 359 | | |
Depreciation and amortization
|
| | | | 335 | | | | | | 224 | | | | | | 138 | | |
Net and comprehensive loss (100%)
|
| | | | (8,142) | | | | | | (3,837) | | | | | | (2,415) | | |
Net and comprehensive loss (50%)
|
| | | | (4,071) | | | | | | (1,919) | | | | | | (1,208) | | |
Adjustments
|
| | | | 147 | | | | | | 21 | | | | | | (21) | | |
Share in losses of NPI (50%)
|
| | | | (3,924) | | | | | | (1,898) | | | | | | (1,229) | | |
Funding of NPI
|
| | | $ | 4,214 | | | | | $ | 2,149 | | | | | $ | 901 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Revenues (100%)
|
| | | $ | 24,665 | | | | | $ | 20,675 | | | | | $ | 17,380 | | |
Total operating expenses (100%)
|
| | | | (14,264) | | | | | | (13,361) | | | | | | (10,642) | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Trade payables
|
| | | $ | 561 | | | | | $ | 387 | | |
Derivatives
|
| | | | — | | | | | | 33 | | |
Governmental authorities
|
| | | | 488 | | | | | | 15 | | |
Accrued expenses
|
| | | | 806 | | | | | | 765 | | |
Total | | | | $ | 1,855 | | | | | $ | 1,200 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Non- current | | | | | | | | | | | | | |
Accrued severance pay
|
| | | $ | 1,991 | | | | | $ | 1,820 | | |
Less – funds
|
| | | | 1,715 | | | | | | 1,531 | | |
| | | | | 276 | | | | | | 289 | | |
Current | | | | | | | | | | | | | |
Accrued vacation
|
| | | | 279 | | | | | | 240 | | |
Accrued recuperation
|
| | | | 8 | | | | | | 11 | | |
| | | | $ | 287 | | | | | $ | 251 | | |
|
Dividend Yield
|
| |
0%
|
|
|
Expected volatility
|
| |
31%
|
|
|
Risk free interest rate
|
| |
2.48%
|
|
|
Expected life
|
| |
2 years
|
|
|
Weighted average exercise price
|
| |
$0.17
|
|
|
Price per share
|
| |
$0.52
|
|
|
Grant date fair value of each option
|
| |
$0.36
|
|
|
Dividend Yield
|
| |
0%
|
|
|
Expected volatility
|
| |
29.67% – 30.2%
|
|
|
Risk free interest rate
|
| |
2.21%- – 2.28%
|
|
|
Expected life
|
| |
5.5 – 7 years
|
|
|
Weighted average exercise price
|
| |
$0.17
|
|
|
Price per share
|
| |
$0.52
|
|
|
Grant date weighted average fair value per option
|
| |
$0.38
|
|
|
Dividend Yield
|
| |
0%
|
|
|
Expected volatility
|
| |
29.3% – 29.86%
|
|
|
Risk free interest rate
|
| |
1.8% – 1.85%
|
|
|
Expected life
|
| |
5.12 – 6 years
|
|
|
Weighted average exercise price
|
| |
$0.21
|
|
|
Price per share
|
| |
$0.52
|
|
|
Grant date weighed average fair value of an option
|
| |
$0.34
|
|
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||||||||
| | |
Weighted
average exercise price ($) |
| |
Number
|
| |
Weighted
average exercise price ($) |
| |
Number
|
| |
Weighted
average exercise price ($) |
| |
Number
|
| ||||||||||||||||||
Outstanding at January 1,
|
| | | $ | 0.19 | | | | | | 9,165,698 | | | | | $ | 0.19 | | | | | | 9,205,698 | | | | | $ | 0.17 | | | | | | 8,510,698 | | |
Granted during the year
|
| | | | 0.17 | | | | | | 4,321,500 | | | | | | — | | | | | | — | | | | | | 0.36 | | | | | | 840,000 | | |
Forfeited during the year
|
| | | | 0.22 | | | | | | (48,295) | | | | | | 0.36 | | | | | | (40,000) | | | | | | 0.26 | | | | | | (145,000) | | |
Outstanding at December 31,
|
| | | | 0.18 | | | | | | 13,438,903 | | | | | | 0.19 | | | | | | 9,165,698 | | | | | | 0.19 | | | | | | 9,205,698 | | |
Vested and exercisable at December 31,
|
| | | $ | 0.18 | | | | | | 8,631,314 | | | | | $ | 0.18 | | | | | | 8,692,126 | | | | | $ | 0.17 | | | | | | 8,430,698 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Turnkey contracts
|
| | | $ | 17,240 | | | | | $ | 13,684 | | | | | $ | 10,535 | | |
Games
|
| | | | 2,189 | | | | | | 2,098 | | | | | | 2,056 | | |
Total royalties
|
| | | | 19,429 | | | | | | 15,782 | | | | | | 12,591 | | |
Development and other services from Aspire (See also Note 6B)
|
| | | | 4,099 | | | | | | 3,421 | | | | | | 3,379 | | |
Development and other services from NPI (See also Note 7A)
|
| | | | 2,914 | | | | | | 1,244 | | | | | | 306 | | |
Development and other services from Michigan Joint Operation (See also Note 7B)
|
| | | | 958 | | | | | | 594 | | | | | | 873 | | |
Total Development and other services
|
| | | | 7,971 | | | | | | 5,259 | | | | | | 4,558 | | |
Use of IP rights (William Hill only, see also Note 6A)
|
| | | | 5,662 | | | | | | 2,437 | | | | | | — | | |
Total Revenue
|
| | | $ | 33,062 | | | | | $ | 23,478 | | | | | $ | 17,149 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Labor and related
|
| | | $ | 998 | | | | | $ | 1,023 | | | | | $ | 868 | | |
Call center
|
| | | | 781 | | | | | | 641 | | | | | | 591 | | |
Processing fees
|
| | | | 2,207 | | | | | | 2,421 | | | | | | 1,465 | | |
Other
|
| | | | 266 | | | | | | 434 | | | | | | 118 | | |
Total | | | | $ | 4,252 | | | | | $ | 4,519 | | | | | $ | 3,042 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Labor and related
|
| | | $ | 2,048 | | | | | $ | 1,490 | | | | | $ | 1,211 | | |
Labor and related from Aspire Group
|
| | | | 46 | | | | | | 266 | | | | | | 295 | | |
Professional fees
|
| | | | 1,045 | | | | | | 727 | | | | | | 721 | | |
Rent and related from Aspire Group
|
| | | | 96 | | | | | | 1,036 | | | | | | 1,022 | | |
Municipality and maintenance from Aspire Group
|
| | | | 177 | | | | | | 232 | | | | | | 211 | | |
Traveling
|
| | | | 292 | | | | | | 259 | | | | | | 143 | | |
Audit
|
| | | | 69 | | | | | | 71 | | | | | | 59 | | |
Office
|
| | | | 408 | | | | | | 273 | | | | | | 245 | | |
Other
|
| | | | 776 | | | | | | 594 | | | | | | 556 | | |
Total | | | | $ | 4,957 | | | | | $ | 4,948 | | | | | $ | 4,463 | | |
|
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
A. Finance income: | | | | | | | | | | | | | | | | | | | |
Currency exchange rate differences
|
| | | $ | 53 | | | | | $ | — | | | | | $ | 228 | | |
Total
|
| | | | 53 | | | | | | — | | | | | | 228 | | |
B. Finance expenses: | | | | | | | | | | | | | | | | | | | |
Currency Exchange rate differences
|
| | | | — | | | | | | 134 | | | | | | — | | |
Interest expense with respect to lease liabilities
|
| | | | 366 | | | | | | — | | | | | | — | | |
Bank charges
|
| | | | 16 | | | | | | 61 | | | | | | 18 | | |
Total
|
| | | $ | 382 | | | | | $ | 195 | | | | | $ | 18 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Current taxes
|
| | | $ | 836 | | | | | $ | 552 | | | | | $ | 497 | | |
Deferred taxes
|
| | | | 6 | | | | | | 14 | | | | | | 1 | | |
Taxes with respect to previous years
|
| | | | 401 | | | | | | 20 | | | | | | (19) | | |
Total | | | | $ | 1,243 | | | | | $ | 586 | | | | | $ | 479 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
In 3 months
|
| |
Between
3 months and 1 year |
| |
More than
1 year |
| |
Total
|
| ||||||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||||||||
Capital notes and accrued interest due to Aspire Group
|
| | | $ | — | | | | | $ | — | | | | | $ | 22,419 | | | | | $ | 22,419 | | |
Loans from WH
|
| | | | — | | | | | | 12,920 | | | | | | — | | | | | | 12,920 | | |
Lease liabilities
|
| | | | — | | | | | | 1,455 | | | | | | 3,382 | | | | | | 4,837 | | |
Trade and other payables
|
| | | | 1,855 | | | | | | — | | | | | | — | | | | | | 1,855 | | |
Total
|
| | | $ | 1,855 | | | | | $ | 14,375 | | | | | $ | 25,801 | | | | | $ | 42,031 | | |
Reserve
|
| |
Description and purpose
|
|
Share premium | | | Amount subscribed for share capital in excess of nominal value. | |
Share-based payments reserve | | | Fair value of the vested employees’ options to purchase Company shares. | |
Reserve with respect to transaction under common control | | | The reserve represents the difference between the fair value of the consideration and the book value of the intangible assets as accounted for by the seller, with respect to acquisition under common control. | |
Reserve with respect to funding transactions with Aspire Group | | | See Note 6 | |
| | |
Page
|
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
| | | | | |
U.S. dollars (in thousands)
|
| |||||||||
ASSETS | | | | | | | | | | | | | | | | |
NON-CURRENT ASSETS | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| |
4
|
| | | | 1,417 | | | | | | 1,095 | | |
Right of use asset
|
| |
2
|
| | | | 608 | | | | | | — | | |
| | | | | | | | 2,025 | | | | | | 1,095 | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Trade receivables
|
| | | | | | | 950 | | | | | | 335 | | |
Due from related companies
|
| |
5
|
| | | | — | | | | | | 312 | | |
Prepaid expenses
|
| | | | | | | 113 | | | | | | 138 | | |
Restricted cash
|
| |
3
|
| | | | 2,148 | | | | | | 315 | | |
| | | | | | | | 3,211 | | | | | | 1,100 | | |
TOTAL ASSETS
|
| | | | | | | 5,236 | | | | | | 2,195 | | |
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
| | | | | |
U.S. dollars (in thousands)
|
| |||||||||
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | |
Accumulated contributions
|
| | | | | | | 18,006 | | | | | | 9,563 | | |
Accumulated losses
|
| | | | | | | (16,615) | | | | | | (8,473) | | |
| | | | | | | | 1,391 | | | | | | 1,090 | | |
NON-CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Deferred revenues
|
| | | | | | | 229 | | | | | | 494 | | |
Lease liabilities
|
| |
2
|
| | | | 402 | | | | | | — | | |
| | | | | | | | 631 | | | | | | 494 | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Trade payables and accrued expenses
|
| |
6
|
| | | | 329 | | | | | | 141 | | |
Due to related companies
|
| |
5
|
| | | | 239 | | | | | | — | | |
Lease liabilities
|
| |
2
|
| | | | 211 | | | | | | — | | |
Due to lotteries
|
| |
3
|
| | | | 2,148 | | | | | | 315 | | |
Accrued payroll and benefits
|
| | | | | | | 287 | | | | | | 155 | | |
| | | | | | | | 3,214 | | | | | | 611 | | |
TOTAL LIABILITIES AND MEMBERS’ EQUITY
|
| | | | | | | 5,236 | | | | | | 2,195 | | |
| | | |
Moti Malul, Manager
|
| |
Doug Pollard, Manager
|
|
| | | | | |
For the year ended
December 31, |
| |||||||||
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
| | | | | |
U.S. dollars (in thousands)
|
| |||||||||
Revenue
|
| | | | | | | 3,740 | | | | | | 1,127 | | |
Distribution expenses
|
| |
7
|
| | | | 10,480 | | | | | | 4,447 | | |
Selling, general and administrative expenses
|
| |
8
|
| | | | 1,067 | | | | | | 293 | | |
Depreciation and amortization
|
| | | | | | | 335 | | | | | | 224 | | |
Net loss and total comprehensive loss
|
| | | | | | | (8,142) | | | | | | (3,837) | | |
| | |
Accumulated
losses |
| |
Accumulated
contributions |
| |
Total
members’ equity |
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Balance as of January 1, 2018
|
| | | | (4,636) | | | | | | 5,194 | | | | | | 558 | | |
Comprehensive loss
|
| | | | (3,837) | | | | | | — | | | | | | (3,837) | | |
Contributions
|
| | | | — | | | | | | 4,369 | | | | | | 4,369 | | |
Balance as of December 31, 2018
|
| | | | (8,473) | | | | | | 9,563 | | | | | | 1,090 | | |
Comprehensive loss
|
| | | | (8,142) | | | | | | — | | | | | | (8,142) | | |
Contributions
|
| | | | — | | | | | | 8,443 | | | | | | 8,443 | | |
Balance as of December 31, 2019
|
| | | | (16,615) | | | | | | 18,006 | | | | | | 1,391 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss for the period
|
| | | | (8,142) | | | | | | (3,837) | | |
Adjustments for: | | | | | | | | | | | | | |
Amortization and depreciation
|
| | | | 335 | | | | | | 224 | | |
Increase in trade receivables
|
| | | | (615) | | | | | | (182) | | |
Decrease (increase) in prepaid expenses
|
| | | | 25 | | | | | | (82) | | |
Increase (decrease) in deferred revenues
|
| | | | (265) | | | | | | 15 | | |
Increase in due to related companies
|
| | | | 551 | | | | | | 109 | | |
Increase (decrease) in trade payables and accrued expenses
|
| | | | 193 | | | | | | (10) | | |
Increase in due to lotteries
|
| | | | 1,833 | | | | | | 315 | | |
Increase in accrued payroll and benefits
|
| | | | 132 | | | | | | 155 | | |
| | | | | 2,189 | | | | | | 544 | | |
Net cash used in operating activities
|
| | | | (5,953) | | | | | | (3,293) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (657) | | | | | | (761) | | |
Net cash used in investing activities
|
| | | | (657) | | | | | | (761) | | |
Cash flows from Financing activities: | | | | | | | | | | | | | |
Members’ contributions
|
| | | | 8,443 | | | | | | 4,369 | | |
Net cash generated from financing activities
|
| | | | 8,443 | | | | | | 4,369 | | |
Net increase in restricted cash
|
| | | | 1,833 | | | | | | 315 | | |
Restricted cash at the beginning of the year
|
| | | | 315 | | | | | | — | | |
Restricted cash at the end of the year
|
| | | | 2,148 | | | | | | 315 | | |
| | | |
%
|
|
| Computer equipment | | |
15 – 25
|
|
| Leasehold improvements | | | Over the shorter of the term of the lease or useful lives | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Royalties
|
| | | | 3,460 | | | | | | 1,034 | | |
CRM services
|
| | | | 280 | | | | | | 93 | | |
| | | | | 3,740 | | | | | | 1,127 | | |
| | |
In accordance
with the previous policy |
| |
Effect of the
application of Topic 842 |
| |
Pursuant to
Topic 842 |
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Right-of-use asset
|
| | | | — | | | | | | 776 | | | | | | 776 | | |
Current lease liability
|
| | | | — | | | | | | (162) | | | | | | (162) | | |
Non-current lease liability
|
| | | | — | | | | | | (614) | | | | | | (614) | | |
| | |
Computer
equipment |
| |
Leasehold
improvements |
| |
Total
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2019
|
| | | | 1,470 | | | | | | 8 | | | | | | 1,478 | | |
Additions during the year
|
| | | | 641 | | | | | | 16 | | | | | | 657 | | |
| | | | | 2,111 | | | | | | 24 | | | | | | 2,135 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2019
|
| | | | (382) | | | | | | (1) | | | | | | (383) | | |
Depreciation during the year
|
| | | | (333) | | | | | | (2) | | | | | | (335) | | |
| | | | | (715) | | | | | | (3) | | | | | | (718) | | |
Net Book Value: | | | | | | | | | | | | | | | | | | | |
As of December 31, 2019
|
| | | | 1,396 | | | | | | 21 | | | | | | 1,417 | | |
|
| | |
Computer
equipment |
| |
Leasehold
improvements |
| |
Total
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2018
|
| | | | 717 | | | | | | — | | | | | | 717 | | |
Additions during the year
|
| | | | 753 | | | | | | 8 | | | | | | 761 | | |
| | | | | 1,470 | | | | | | 8 | | | | | | 1,478 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2018
|
| | | | (159) | | | | | | — | | | | | | (159) | | |
Depreciation during the year
|
| | | | (223) | | | | | | (1) | | | | | | (224) | | |
| | | | | (382) | | | | | | (1) | | | | | | (383) | | |
Net Book Value: | | | | | | | | | | | | | | | | | | | |
As of December 31, 2018
|
| | | | 1,088 | | | | | | 7 | | | | | | 1,095 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Marketing and security services – Neogames
|
| | | | 253 | | | | | | 416 | | |
Royalties – Neogames
|
| | | | 171 | | | | | | 21 | | |
Technical support – Neogames
|
| | | | 2,885 | | | | | | 1,064 | | |
Technical support – Pollard
|
| | | | 2,682 | | | | | | 30 | | |
Labor and benefits – Pollard
|
| | | | 2,293 | | | | | | 1,373 | | |
Other – Neogames
|
| | | | 447 | | | | | | 196 | | |
| | | | | 8,731 | | | | | | 3,100 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Trade payables
|
| | | | 293 | | | | | | 106 | | |
Accrued expenses
|
| | | | 36 | | | | | | 35 | | |
| | | | | 329 | | | | | | 141 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Labor and benefits
|
| | | | 2,320 | | | | | | 1,587 | | |
Call center
|
| | | | 787 | | | | | | 610 | | |
Processing fees
|
| | | | 540 | | | | | | 167 | | |
Technical support
|
| | | | 5,567 | | | | | | 1,094 | | |
Other
|
| | | | 1,266 | | | | | | 989 | | |
| | | | | 10,480 | | | | | | 4,447 | | |
| | |
For the year ended
31 December |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Labor and benefits
|
| | | | 228 | | | | | | 201 | | |
Marketing
|
| | | | 547 | | | | | | 30 | | |
Professional fees
|
| | | | 235 | | | | | | — | | |
Travelling
|
| | | | 57 | | | | | | 62 | | |
| | | | | 1,067 | | | | | | 293 | | |
| | |
Page
|
|
| | | ||
| | | ||
| | | ||
| | | ||
| | |
| | |
Note
|
| |
As of
September 30, 2020 |
| |
As of
December 31, 2019 |
| ||||||
| | | | | |
Unaudited
|
| |
Audited
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | $ | 10,641 | | | | | $ | 6,016 | | |
Restricted deposit
|
| | | | | | | — | | | | | | 138 | | |
Prepaid expenses and other receivables
|
| | | | | | | 1,301 | | | | | | 905 | | |
Aspire Group
|
| |
3
|
| | | | 14 | | | | | | 296 | | |
Due from the Michigan Joint Operation and NPI
|
| | | | | | | 2,675 | | | | | | 250 | | |
Trade receivables
|
| | | | | | | 2,381 | | | | | | 2,737 | | |
Total current assets
|
| | | | | | | 17,012 | | | | | | 10,342 | | |
NON-CURRENT ASSETS | | | | | | | | | | | | | | | | |
Restricted deposit
|
| | | | | | | 156 | | | | | | 150 | | |
Restricted deposits – Joint Venture
|
| |
4
|
| | | | 3,773 | | | | | | 2,000 | | |
Company share of Joint Venture net assets
|
| |
4
|
| | | | — | | | | | | 603 | | |
Property and equipment
|
| | | | | | | 926 | | | | | | 849 | | |
Intangible assets
|
| | | | | | | 16,820 | | | | | | 14,413 | | |
Right-of-use assets
|
| | | | | | | 3,495 | | | | | | 4,688 | | |
Deferred taxes
|
| | | | | | | 168 | | | | | | 130 | | |
Total non-current assets
|
| | | | | | | 25,338 | | | | | | 22,833 | | |
TOTAL ASSETS
|
| | | | | | $ | 42,350 | | | | | $ | 33,175 | | |
| | |
Note
|
| |
As of
September 30, 2020 |
| |
As of
December 31, 2019 |
| ||||||
| | | | | |
Unaudited
|
| |
Audited
|
| ||||||
LIABILITIES AND EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | | | $ | 3,148 | | | | | $ | 1,855 | | |
Lease liabilities
|
| | | | | | | 1,563 | | | | | | 1,455 | | |
Loans and other due to William Hill, net
|
| |
3
|
| | | | 1,929 | | | | | | 14,245 | | |
Employees’ related payables and accruals
|
| | | | | | | 3,389 | | | | | | 2,583 | | |
Total current liabilities
|
| | | | | | | 10,029 | | | | | | 20,138 | | |
NON-CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Capital notes, loans and accrued interest due to Aspire Group
|
| |
3
|
| | | | 17,001 | | | | | | 14,987 | | |
Loans and other due to William Hill, net
|
| |
3
|
| | | | 10,490 | | | | | | — | | |
Company share of Joint Venture net liabilities
|
| |
4
|
| | | | 13 | | | | | | — | | |
Lease liabilities
|
| | | | | | | 2,243 | | | | | | 3,382 | | |
Accrued severance pay, net
|
| | | | | | | 333 | | | | | | 276 | | |
Total non-current liabilities
|
| | | | | | | 30,080 | | | | | | 18,645 | | |
EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | 21 | | | | | | 21 | | |
Reserve with respect to transaction under common control
|
| | | | | | | (8,467) | | | | | | (8,467) | | |
Reserve with respect to funding transactions with related parties
|
| | | | | | | 20,072 | | | | | | 16,940 | | |
Share premium
|
| | | | | | | 22,790 | | | | | | 22,788 | | |
Share based payments reserve
|
| | | | | | | 3,662 | | | | | | 2,967 | | |
Accumulated losses
|
| | | | | | | (35,837) | | | | | | (39,857) | | |
Total equity (deficit)
|
| | | | | | | 2,241 | | | | | | (5,608) | | |
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
| | | | | | $ | 42,350 | | | | | $ | 33,175 | | |
| | | | | | | | |
Nine-month period
ended September 30, |
| |||||||||
| | |
Note
|
| |
2020
|
| |
2019
|
| |||||||||
| | | | | | | | |
Unaudited
|
| |||||||||
Revenues
|
| | | | | | | | | $ | 35,195 | | | | | $ | 24,107 | | |
Distribution expenses
|
| | | | | | | | | | 4,696 | | | | | | 2,926 | | |
Development expenses
|
| | | | | | | | | | 5,110 | | | | | | 5,441 | | |
Selling and marketing expenses
|
| | | | | | | | | | 1,094 | | | | | | 1,302 | | |
General and administrative expenses
|
| | | | | | | | | | 5,377 | | | | | | 3,482 | | |
Initial public offering expenses
|
| | | | 1 | | | | | | 1,645 | | | | | | — | | |
Depreciation and amortization
|
| | | | | | | | | | 8,496 | | | | | | 7,115 | | |
| | | | | | | | | | | 26,418 | | | | | | 20,266 | | |
Profit from operations
|
| | | | | | | | | | 8,777 | | | | | | 3,841 | | |
Interest expenses with respect to funding from related parties
|
| | | | 3 | | | | | | 3,261 | | | | | | 2,801 | | |
Finance income
|
| | | | | | | | | | (21) | | | | | | (7) | | |
Finance expenses
|
| | | | | | | | | | 690 | | | | | | 280 | | |
Profit before income taxes expenses
|
| | | | | | | | | | 4,847 | | | | | | 767 | | |
Income taxes expenses
|
| | | | | | | | | | (706) | | | | | | (960) | | |
Profit (loss) after income taxes expenses
|
| | | | | | | | | | 4,141 | | | | | | (193) | | |
Company share in losses of Joint Venture
|
| | | | 4 | | | | | | (121) | | | | | | (3,137) | | |
Net and total comprehensive income (loss)
|
| | | | | | | | | $ | 4,020 | | | | | $ | (3,330) | | |
Net income (loss) per common share outstanding, basic and diluted
|
| | | | | | | | | $ | 0.02 | | | | | $ | (0.02) | | |
| | |
Share capital
|
| |
Share
premium |
| |
Accumulated
losses |
| |
Share-based
payments reserve |
| |
Reserve with
respect to funding transactions with related parties |
| |
Reserve with
respect to transaction under common control |
| |
Total equity
(deficit) |
| |||||||||||||||||||||
| | |
Unaudited
|
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2020 (Audited)
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (39,857) | | | | | $ | 2,967 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | (5,608) | | |
Changes in the period: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive and net income for the period
|
| | | | — | | | | | | — | | | | | | 4,020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,020 | | |
Benefit to the Company by an equity holder with respect to funding transactions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,132 | | | | | | — | | | | | | 3,132 | | |
Exercise of employee options to
ordinary shares |
| | | | * | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 695 | | | | | | — | | | | | | — | | | | | | 695 | | |
Balance as of September 30,
2020 |
| | | $ | 21 | | | | | $ | 22,790 | | | | | $ | (35,837) | | | | | $ | 3,662 | | | | | $ | 20,072 | | | | | $ | (8,467) | | | | | $ | 2,241 | | |
|
| | |
Share capital
|
| |
Share
premium |
| |
Accumulated
losses |
| |
Share-based
payments reserve |
| |
Reserve with
respect to funding transactions with related parties |
| |
Reserve with
respect to transaction under common control |
| |
Total deficit
|
| |||||||||||||||||||||
| | |
Unaudited
|
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019 (Audited)
|
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (35,879) | | | | | $ | 2,352 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | (2,245) | | |
Changes in the period: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive loss for the period
|
| | | | — | | | | | | — | | | | | | (3,330) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,330) | | |
Share based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 457 | | | | | | — | | | | | | — | | | | | | 457 | | |
Balance as of September 30,
2019 |
| | | $ | 21 | | | | | $ | 22,788 | | | | | $ | (39,209) | | | | | $ | 2,809 | | | | | $ | 16,940 | | | | | $ | (8,467) | | | | | $ | (5,118) | | |
|
| | |
Nine months
ended September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net profit (loss) for the period
|
| | | $ | 4,020 | | | | | $ | (3,330) | | |
Adjustments for: | | | | | | | | | | | | | |
Amortization and depreciation
|
| | | | 8,496 | | | | | | 7,115 | | |
Income taxes expenses
|
| | | | 706 | | | | | | 960 | | |
Income taxes paid
|
| | | | (408) | | | | | | (327) | | |
Interest expenses with respect to lease liability
|
| | | | 435 | | | | | | 278 | | |
Interest expenses with respect to funding from related parties
|
| | | | 3,261 | | | | | | 2,801 | | |
Interest paid
|
| | | | (473) | | | | | | (501) | | |
Other finance expenses, net
|
| | | | 669 | | | | | | 273 | | |
Share-based compensation
|
| | | | 695 | | | | | | 457 | | |
Company share in losses of Joint Venture
|
| | | | 121 | | | | | | 3,137 | | |
Initial public offering costs
|
| | | | 1,390 | | | | | | — | | |
Decrease (increase) in trade receivables
|
| | | | 30 | | | | | | (359) | | |
Increase in prepaid expenses and other receivables
|
| | | | (396) | | | | | | (495) | | |
Decrease (increase) in Aspire Group
|
| | | | 282 | | | | | | (202) | | |
Increase (decrease) in amounts due from the Michigan Joint Operation and NPI
|
| | | | (2,425) | | | | | | 84 | | |
Increase (decrease) in trade and other payables
|
| | | | 288 | | | | | | (422) | | |
Increase in employees’ related payables and accruals
|
| | | | 806 | | | | | | 284 | | |
Accrued severance pay, net
|
| | | | 57 | | | | | | 84 | | |
Total adjustment
|
| | | | 13,534 | | | | | | 13,167 | | |
Net cash generated from operating activities
|
| | | | 17,554 | | | | | | 9,837 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (422) | | | | | | (613) | | |
Capitalized development costs
|
| | | | (9,452) | | | | | | (8,249) | | |
Restricted deposit – Joint Venture
|
| | | | (1,773) | | | | | | (853) | | |
Changes in deposits
|
| | | | 132 | | | | | | (286) | | |
Proceeds from (funding to) the Joint Venture
|
| | | | 495 | | | | | | (3,417) | | |
Net cash used in investing activities
|
| | | | (11,020) | | | | | | (13,418) | | |
Cash flows from Financing activities: | | | | | | | | | | | | | |
Loans from WHG
|
| | | | 2,500 | | | | | | 6,500 | | |
Repayment of loan from WHG
|
| | | | (2,500) | | | | | | — | | |
Payments with respect to IP Option
|
| | | | 554 | | | | | | 706 | | |
Initial public offering costs
|
| | | | (1,390) | | | | | | — | | |
Repayment for lease liability
|
| | | | (1,073) | | | | | | (987) | | |
Net cash generated from (used in) financing activities
|
| | | | (1,909) | | | | | | 6,219 | | |
Net decrease in cash and cash equivalents
|
| | | | 4,625 | | | | | | 2,638 | | |
Cash and cash equivalents at the beginning of the period
|
| | | | 6,016 | | | | | | 3,234 | | |
Cash and cash equivalents at the end of the period
|
| | | $ | 10,641 | | | | | $ | 5,872 | | |
| | |
As of September 30,
2020 |
| |
As of December 31,
2019 |
| ||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Loans and other due to William Hill, net: | | | | | | | | | | | | | |
Loan principal
|
| | | $ | 12,500 | | | | | $ | 12,500 | | |
Discounts
|
| | | | (2,727) | | | | | | (465) | | |
Accrued interest
|
| | | | 631 | | | | | | 421 | | |
Liability with respect to IP Option
|
| | | | 3,450 | | | | | | 3,450 | | |
Receivables on IP Option
|
| | | | (1,435) | | | | | | (1,661) | | |
| | | | $ | 12,419 | | | | | $ | 14,245 | | |
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Revenues generated from the Transition Services Agreement
|
| | | $ | 1,864 | | | | | $ | 3,221 | | |
Expenses derived by the Cost Allocation Agreement: | | | | | | | | | | | | | |
Labor (included in general and administrative expenses)
|
| | | | 32 | | | | | | 35 | | |
Right of use lease (included in depreciation and interest with respect to right of use)
|
| | | | 778 | | | | | | 774 | | |
Other (included in general and administrative expenses)
|
| | | | 106 | | | | | | 129 | | |
| | | | $ | 916 | | | | | $ | 938 | | |
| | |
Principal
amount |
| |
Balance*
|
| |
Contractual
interest rate |
| |
Effective
interest rate |
| ||||||||||||
| | |
U.S. dollars (in thousands)
|
| |
%
|
| ||||||||||||||||||
As of September 30, 2020 (Unaudited)
|
| | | $ | 21,838 | | | | | $ | 17,001 | | | | | | 1 | | | | | | 20 | | |
As of December 31, 2019 (Audited)
|
| | | | 21,838 | | | | | | 14,987 | | | | | | 1 | | | | | | 20 | | |
| | |
As of September 30,
2020 |
| |
As of December 31,
2019 |
| ||||||
| | |
Unaudited
|
| |
Audited
|
| ||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Current assets
|
| | | $ | 7,914 | | | | | $ | 3,211 | | |
Non-current assets
|
| | | | 1,747 | | | | | | 2,025 | | |
Current liabilities
|
| | | | (5,832) | | | | | | (3,214) | | |
Non-current liabilities
|
| | | | (3,719) | | | | | | (631) | | |
Net assets (100%)
|
| | | | 110 | | | | | | 1,391 | | |
Net assets (50%)
|
| | | | 55 | | | | | | 696 | | |
Adjustments
|
| | | | (68) | | | | | | (93) | | |
Company share of Joint Venture net assets (liabilities)
|
| | | $ | (13) | | | | | $ | 603 | | |
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Revenues
|
| | | $ | 9,572 | | | | | $ | 1,988 | | |
Distribution expenses
|
| | | | 10,077 | | | | | | 7,379 | | |
Selling, general and marketing expenses
|
| | | | 527 | | | | | | 791 | | |
Depreciation and amortization
|
| | | | 302 | | | | | | 242 | | |
Net and total loss (100%)
|
| | | | (1,334) | | | | | | (6,424) | | |
Net and total loss (50%)
|
| | | | (667) | | | | | | (3,212) | | |
Adjustments(1) | | | | | 546 | | | | | | 75 | | |
Company share in losses of Joint Venture
|
| | | | (121) | | | | | | (3,137) | | |
Funding of (proceeds from) NPI
|
| | | $ | (495) | | | | | $ | 3,417 | | |
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Revenues (100%)
|
| | | $ | 36,784 | | | | | $ | 18,062 | | |
Total operating expenses (100%)
|
| | | $ | (15,835) | | | | | $ | (10,036) | | |
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
U.S. dollars (in thousands)
|
| |||||||||
Turnkey contracts
|
| | | $ | 23,432 | | | | | $ | 12,321 | | |
Games
|
| | | | 1,223 | | | | | | 1,602 | | |
Total royalties
|
| | | | 24,655 | | | | | | 13,923 | | |
Development and other services from Aspire (See also Note 3B)
|
| | | | 1,864 | | | | | | 3,221 | | |
Development and other services from NPI (See also Note 4A)
|
| | | | 2,923 | | | | | | 2,047 | | |
Development and other services from Joint Operation (See also Note 4B)
|
| | | | 1,071 | | | | | | 654 | | |
Total Services
|
| | | | 5,858 | | | | | | 5,922 | | |
Use of IP rights (William Hill only, see also Note 3A)
|
| | | | 4,682 | | | | | | 4,262 | | |
Total Revenues
|
| | | $ | 35,195 | | | | | $ | 24,107 | | |
|
Dividend Yield
|
| |
0%
|
|
|
Expected volatility
|
| |
39.4% – 37%
|
|
|
Risk free interest rate
|
| |
0.35% – 0.48%
|
|
|
Expected life
|
| |
5.5 – 7 years
|
|
|
Weighted average exercise price
|
| |
$0.17
|
|
|
Price per share
|
| |
$1.5
|
|
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
Unaudited
|
| |||||||||
| | |
U.S. dollars (in thousands,
except per share amounts) |
| |||||||||
Basic and diluted earnings per share: | | | | | | | | | | | | | |
Net income (loss) attributable to equity holders of the company
|
| | | $ | 4,020 | | | | | $ | (3,330) | | |
Weighted average number of issued ordinary shares
|
| | | | 181,098,547 | | | | | | 181,090,589 | | |
Dilutive effect of share options
|
| | | | 11,772,741 | | | | | | — | | |
Weighted average number of diluted ordinary shares
|
| | | | 192,871,288 | | | | | | 181,090,589 | | |
Income (loss) per share, basic
|
| | | | 0.02 | | | | | | (0.02) | | |
Income (loss) per share, diluted
|
| | | | 0.02 | | | | | | (0.02) | | |
| | | 1.1* | | | | Form of Underwriting Agreement. | |
| | | 3.1+ | | | | Amended and Restated Articles of Association of Neogames S.à r.l. | |
| | | 3.2* | | | |
Form of Amended and Restated Articles of Association of the Registrant to become effective upon completion of this offering.
|
|
| | | 5.1* | | | |
Opinion of Allen & Overy S.C.S., counsel to the Registrant, as to the validity of the ordinary shares.
|
|
| | | 10.1+ | | | | |
| | | 10.2+ | | | | | |
| | | 10.3#+ | | | | | |
| | | 10.4+ | | | | | |
| | | 10.5**+ | | | | | |
| | | 10.6**+ | | | | | |
| | | 10.7+ | | | | Neogames S.à r.l. — 2015 Option Plan (Amended 2019). | |
| | | 10.8* | | | | NeoGames S.A. 2020 Incentive Award Plan. | |
| | | 10.9* | | | | Form of Indemnification Agreement | |
| | | 10.10+ | | | | | |
| | | 21.1+ | | | | List of subsidiaries. | |
| | | 23.1 | | | | Consent of Ziv Haft, a member firm of BDO. | |
| | | 23.2* | | | | Consent of Allen & Overy S.C.S., counsel to the Registrant (included in Exhibit 5.1). | |
| | | 24.1+ | | | | Powers of attorney (included on signature page to the registration statement). | |
| | | 99.1+ | | | | Consent of John E. Taylor Jr., as Director Nominee | |
|
Name
|
| |
Title
|
|
|
/s/ Moti Malul
Moti Malul
|
| |
Chief Executive Officer and Board Member
(principal executive officer) |
|
|
/s/ Raviv Adler
Raviv Adler
|
| |
Chief Financial Officer
(principal financial officer and principal accounting officer) |
|
|
*
Barak Matalon
|
| |
Member of the Board
|
|
|
*
Aharon Aran
|
| |
Member of the Board
|
|
|
*
Laurent Tietgan
|
| |
Member of the Board
|
|
|
*By:
/s/ Raviv Adler
Raviv Adler
Attorney-in-fact |
| |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Neogames S.à r.l.
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on form F-1, of our report dated October 27, 2020, relating to the consolidated financial statements as of December 31, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019 of Neogames S.à r.l., and our report dated October 27, 2020, relating to the financial statements as of December 31, 2019 and 2018 for the years then ended, of NeoPollard Interactive LLC, which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ Ziv Haft |
Ziv Haft
Certified Public Accountants (Isr.)
BDO Member Firm
November 6, 2020
Tel Aviv, Israel