UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended |
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ___ |
For the transition period from __________ to _________
Commission file number: 001-39721
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Executive Officer
Duchy of
Tel: +972 -3-607-2571
Email: moti.malul@neogames.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2021, the Registrant had outstanding: 25,565,095 Ordinary Shares, no par value per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer ☐
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Non-Accelerated Filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
TABLE OF CONTENTS
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PART ONE |
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PART TWO |
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PART THREE |
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3
DEFINITIONS
Unless where the context otherwise requires or otherwise indicated,
terms “NeoGames” and the “Company” refer to NeoGames S.A. together with its consolidated subsidiaries, as a group,
and the terms “we,” “us” and “our” refer to the Company, together with NeoPollard Interactive LLC
(“NPI” or the “Joint Venture”), as a group.
References to the “Exchange Act” are to the Securities
Exchange Act of 1934, as amended;
References to “Nasdaq” are to the Nasdaq Global Market;
References to “Ordinary Shares” are to our Ordinary
Shares, no par value per share;
References to the “SEC” are to the United States
Securities and Exchange Commission;
References to the “Securities Act” are to the Securities
Act of 1933, as amended;
References to “B2B” mean business-to-business;
References to “B2C” mean business-to-consumer;
References to “B2G” mean business-to-government;
References to “Gross Gaming Revenue” or “GGR”
mean gross sales less winnings paid to players;
References to “iLottery Penetration” mean, with respect
to the gross sales generated by either a lottery or by all lotteries within a given market, the percentage of such gross sales that was
generated by iLottery offerings;
References to “Net Gaming Revenue” or “NGR”
mean (i) in North America, gross sales less winnings paid to players and any promotion dollar incentives granted to players, and (ii)
in Europe, gross sales less winnings paid to players, any gambling tax or duty paid on such sales and any promotion incentives granted
to players; and
References to “dollar,”
“USD” and “$” are to U.S. dollars,
“NIS” or “shekels” are to New Israeli Shekels, “pound sterling,” “pence”
or “£” are to the legal currency of the United Kingdom, “€,” “EUR” or “euro”
are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the treaty establishing
the European Community, as amended, and “C$” is to Canadian dollars.
PRESENTATION
OF FINANCIAL INFORMATION
We report under International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board (the “IASB”). None of the Company’s financial statements were
prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). We present our consolidated
financial statements in U.S. dollars. NPI’s financial statements included in this Annual Report were prepared in accordance with
U.S. GAAP. We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown
as totals in some tables may not be an arithmetic aggregation of the figures that precede them.
Throughout this Annual Report, we provide a number of key performance
indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed
in more detail in Item 5. “Operating and Financial Review and Prospects - Key Performance
Indicators.”
MARKET AND INDUSTRY DATA
Unless otherwise
indicated, information in this Annual Report concerning our industry, our markets and
our competitive position, is based on information from our own internal estimates and research as well as
from publicly available information, industry and general publications and research, surveys and studies conducted by third parties such
as the American Gaming Association, Eilers & Krejcik Gaming, Vixio (formerly “GamblingCompliance”), H2 Gambling Capital
(“H2GC”) and La Fleur’s TLF Publications, in addition to reports from state lottery commissions.
Industry publications and forecasts generally state that the
information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information
is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications
and uncertainties as the other forward-looking statements in this Annual Report. See “Cautionary
Statement Regarding Forward-Looking Statements.”
4
USE OF TRADEMARKS
We have proprietary rights to trademarks used in this Annual
Report which are important to our business, many of which are registered under applicable intellectual property laws.
Solely for convenience, the trademarks, service marks, logos
and trade names referred to in this Annual Report are without the ® and ™ symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and trade names. This Annual Report contains additional trademarks, service marks and trade
names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this Annual
Report are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks,
service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within
the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. These forward-looking statements
are contained principally in the sections titled Item 3.D. “Key Information-Risk Factors,”
Item 4. “Information on the Company,” and Item 5. “Operating
and Financial Review and Prospects.” These statements relate to events that involve known and unknown risks, uncertainties
and other factors, which may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements can be identified
by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions.
These forward-looking statements are subject to risks, uncertainties
and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect
to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in
the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in Item 3.D.
“Key Information-Risk Factors.”
Many important factors could adversely impact our business and
financial performance. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time, and it is
not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from forward-looking statements.
We qualify all of our forward-looking statements by these cautionary statements.
The forward-looking statements made in this Annual Report relate
only to events or information as of the date on which the statements are made in this Annual Report. You should not put undue reliance
on any forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements as
a result of various factors described in this annual report, including factors beyond our ability to control or predict. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity,
performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required
by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You
should read this Annual Report and the documents that we reference in this Annual Report and have filed as exhibits hereto completely
and with the understanding that our actual future results or performance may be materially different from what we expect.
5
SUMMARY RISK FACTORS
Our business is subject to numerous risks and uncertainties,
including those described in the section titled Item 3.D. “Key Information - Risk Factors,”
in this Annual Report on Form 20-F. You should carefully consider these risks and uncertainties when investing in our Ordinary Shares.
The principal risks and uncertainties affecting our business include the following:
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We have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant
adverse effect on our business. |
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We are dependent on Pollard with respect to our joint operation of the Michigan iLottery for the Michigan State Lottery. |
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Our inability to successfully complete and integrate pending or future acquisitions could limit our future growth or otherwise be
disruptive to our ongoing business. |
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We do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard with respect
to NPI, through which we conduct a substantial amount of our business. |
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A reduction in discretionary consumer spending could have an adverse impact on our business. |
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The growth of our business largely depends on our continued ability to procure new contracts. |
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We incur significant costs related to the procurement of new contracts, which we may be unable to recover in a timely manner, or
at all. |
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Intense competition exists in the iLottery industry, and we expect competition to continue to intensify. |
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Our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance
or other disruptions. |
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In addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings.
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We operate in an industry that is affected by technological improvements and evolving player preferences. |
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We have incurred operating losses in the past, may incur operating losses in the future and may not be able to maintain sustainable
profit margins. |
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Certain of our directors and shareholders may experience a conflict of interest between their duties to us and to Aspire. |
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Our Founding Shareholders have significant influence over the nominations and elections of members of our board of directors and
other matters submitted for shareholder approval. |
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We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have
an adverse effect on our business and results of operations. |
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Our existing and future contractual arrangements could restrict our ability to compete effectively, which may affect our ability
to grow our business and enter into new markets. |
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We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems
or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical
infrastructure and adversely affect our business. |
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We rely on third-party service providers for key functions in our operations. |
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If we fail to protect or enforce our intellectual property rights, our business could be materially affected. |
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The gaming industry is historically litigious with respect to intellectual property and there can be no assurance that our platforms
will not infringe on the rights of others. |
6
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We are subject to taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject
to scrutiny by, and disagreements with, tax regulators. |
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Our operations in Kyiv, Ukraine may be materially impacted as a result of Russia’s invasion of Ukraine and our business, financial
condition and results of operations may be materially adversely affected by any negative economic impact resulting from the conflict in
Ukraine. |
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We may not be able to service our debt under our financing agreements in connection with the Proposed Acquisition of Aspire, or we
may otherwise be in breach of those arrangements. |
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We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if
at all. This could hamper our growth and adversely affect our business. |
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We may become subject to litigation, from which we could incur significant monetary and reputational harm, irrespective of the merit
of such claim or outcome of such litigation. |
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Expansion into new markets may be important to the growth of our business in the future, and if we do not manage the business and
economic risks of this expansion effectively, it could materially and adversely affect our business and results of operations. |
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If we fail to detect fraud or theft, including by our employees and our customers and their players, our reputation may suffer which
could harm our brand and negatively impact our business, financial condition and results of operations and subject us to investigations
and litigation. |
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Termination of our relationship with William Hill or failure to realize the anticipated benefits of such relationship could have
an adverse effect on our business, prospects, financial condition and results of operations. |
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The gaming and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we
operate could harm our existing operations. |
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Failure to comply with regulations may result in the revocation or suspension of our or certain of our customers’ respective
licenses to operate. |
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We are subject to laws and regulations related to data privacy, data protection and information security and consumer protection
across different markets where we conduct our business, including in the United States and the European Union (“EU”), and
we are also required to comply with certain industry standards including the Payment Card Industry Data Security Standard. Our actual
or perceived failure to comply with such obligations could harm our business. |
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We are subject to anti-money laundering laws and regulations in the United States and other jurisdictions in which we operate.
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We are subject to economic and trade sanctions laws and regulations. |
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We are subject to global anti-corruption laws, including the U.S. Foreign Corrupt Practices Act |
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Conditions in the jurisdictions where we operate could materially and adversely affect our business, including, for example, in connection
with the ongoing war in Ukraine. |
7
PART ONE
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER
STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY
INFORMATION
3.A. Reserved
3.B. Capitalization
and Indebtedness
Not applicable.
3.C. Reasons
For the Offer and Use of Proceeds
Not applicable.
3.D. Risk
Factors
You should carefully consider the risks described
below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair
our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any
of these risks. The trading price and value of our Ordinary Shares could decline due to any of these risks, and you may lose all or part
of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks
faced by us described below and elsewhere in this Annual Report.
Risks Relating to Our Business and Industry
We have a concentrated customer base, and our failure to retain
our existing contracts with our customers could have a significant adverse effect on our business.
Our financial condition is heavily dependent on our ability to
maintain our existing turnkey contracts and our large games contracts. We cannot guarantee that our existing contracts will be renewed
or that we will be able to win a procurement process for a new contract. Even if we are successful in renewing agreements with customers,
there is no assurance that such renewals will be on the same terms, and it is possible that renewals of existing agreements will be on
less preferable terms. This has occurred in the past when certain customers required certain concessions upon the renewal of existing
agreements. As is typical with many government contracts, most of our customers can terminate our contracts for convenience. Loss of any
of our customer contracts would result in a substantial decline in our revenues, which also could hinder our ability to pursue growth
initiatives, both in the form of new or enhanced products and services and in expansion into new markets. The loss of any of our customers
could damage our reputation, which could materially damage our financial condition.
We are dependent on Pollard with respect to our joint operation
of the Michigan iLottery for the Michigan State Lottery.
We act as a subcontractor to Pollard with respect to its agreement
(the “MSL Agreement”) to provide development, implementation, operational support and maintenance (including technology platforms,
games and added value services) to the Michigan State Lottery (the “MSL”). The Michigan iLottery accounted for 45.3% of our
revenues in the year ended December 31, 2021 and 54.5% of our revenues in the year ended December 31, 2020.
8
If Pollard breaches or does not perform its obligations under
the MSL Agreement to the satisfaction of the MSL or if there is otherwise a dispute between Pollard and the MSL, the MSL could seek to
terminate the MSL Agreement prior to its expiration or seek to amend the terms of the MSL Agreement in a manner that would negatively
impact the financial and other benefits we derive indirectly from the MSL Agreement. In addition, such an amendment to the MSL Agreement
could cause Pollard to seek to amend the terms of our agreement with Pollard with respect to the MSL (the “Michigan JV Agreement”)
in a way that is less favorable to us. If the MSL terminates the MSL Agreement or if any disputes arise between Pollard and the MSL, our
business, financial conditions and results of operations could be adversely affected as a result of our association with Pollard and the
MSL.
Our inability to successfully complete and integrate pending or future acquisitions
could limit our future growth or otherwise be disruptive to our ongoing business.
Since our inception, we have not consummated any acquisitions
in support of our strategic goals, and we therefore have no experience in integration of new acquisitions. From time to time, we pursue
acquisitions in support of our strategic goals. Our tender offer to acquire Aspire is an example for such strategic acquisition. There
can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that we will be able to obtain necessary
financing or regulatory approvals to complete potential acquisitions. Our ability to succeed in implementing our strategy will depend
to some degree upon the ability of our management to identify, complete and successfully integrate commercially viable acquisitions. Acquisition
transactions may disrupt our ongoing business and distract management from other responsibilities. In connection with any such acquisitions,
we could face significant challenges in managing and integrating our expanded or combined operations, including acquired assets, operations,
and personnel. For example, the integration of Aspire, if completed, could prove to be complicated and time consuming for our management.
We may not be able to successfully integrate Aspire and may not be able to realize and benefit from any future synergies, which could
adversely affect our business and financial condition. For information regarding the public tender offer to Aspire shareholders, see “Related
Party Transactions - Relationship with Aspire - Proposed Acquisition of Aspire.”
We do not have a formal joint venture agreement or any other operating
or shareholders’ agreement with Pollard with respect to NPI, through which we conduct a substantial amount of our business.
In 2014, following the procurement process for the predecessor
to the MSL Agreement, we and Pollard established NPI to pursue other iLottery opportunities in the North American market. While the current
MSL Agreement remains between Pollard and the MSL, NPI has since been awarded iLottery contracts with the Virginia Lottery (the “VAL”)
in August 2015, the New Hampshire Lottery Commission (the “NHL”) in September 2018 (as a subcontractor to Intralot, Inc. (“Intralot”)),
the North Carolina Education Lottery (the “NCEL”) in October 2019 and the Alberta Gaming, Liquor and Cannabis Commission (the
“AGLC”) in March 2020.
Although we and Pollard have certain rights and obligations prescribed
by law as equity holders of NPI, there is no joint venture agreement, shareholders’ agreement or any other type of operating agreement
between us and Pollard with respect to NPI, and we and Pollard operate NPI based on a term sheet that was executed in 2014 and expired
in 2015. While to date the parties have been successfully operating NPI on the basis of non-contractual understandings, the absence of
a written agreement with clearly defined rights, roles and responsibilities of each party may increase the likelihood of disputes between
us and Pollard and could make the outcome of any potential dispute more uncertain. Furthermore, conducting a business through a jointly-owned
entity such as NPI entails risks that are commonly associated with joint ventures, including the failure to maintain a good working relationship,
differing economic and business interests and goals, and liability or reputational harm resulting from each other’s actions. Differences
in views between us and Pollard, or a change in the ownership of Pollard, may also result in delayed decision-making or disputes at the
shareholder and board level that could negatively impact the operations of NPI and its relationship with customers.
Upon the termination of the Michigan JV Agreement, neither we
nor Pollard will be obligated to cooperate with each other in pursuing iLottery opportunities in North America, and both we and Pollard
may choose to pursue future iLottery opportunities without each other. The termination of our business relationship with Pollard would
pose several potential risks for us. In the event that our relationship with Pollard is terminated, there can be no assurance that any
of NPI’s employees will remain with NPI. In addition, Pollard manages the procurement process, and our ability to pursue new contracts
in North America may be hindered as a result of a need to build certain legal, administrative and customer relations capabilities and
functions in our North American operations, which Pollard currently contributes to NPI and which we do not currently offer in North America.
As such, if we pursue future opportunities alone, we cannot assure you that we will be able to secure additional contracts in North America.
Further, if we decide to collaborate with new partners with whom we have no prior relationship or track record of successful cooperation,
we may fail to achieve the same degree of success that we have achieved with Pollard. We may also be delayed in pursuing future opportunities
if we are required to negotiate new agreements and business arrangements with these new partners, and the terms we negotiate with these
new partners may be less favorable than those we currently have with Pollard.
9
A reduction in discretionary consumer spending could have an adverse
impact on our business.
Lottery and gaming represent discretionary expenditures, which
are subject to volatility during times of economic, social and political change. Changes in discretionary spending or player preferences
are driven by changes outside of our control, such as, but not limited to, the following economic or socio-political factors:
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recessions or other economic slowdowns; |
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perceptions by potential players of weak or weakening economic conditions; |
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tax increases, including on lottery winnings; |
| • |
significant declines in stock markets; |
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decreased liquidity in certain financial markets; |
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general tightening of credit; |
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civil unrest, terrorist activities or other forms of socio-political turbulence; and |
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pandemics, epidemics and the spread of contagious diseases. |
We generate the majority of our revenues from customer contracts
based on a revenue sharing model, with our portion calculated as a percentage of GGR or NGR. Widespread reductions in disposable income
could lead to a reduction in the number of lottery players and the amounts such players are willing and able to wager. Given the nature
of our revenue sharing arrangements, fewer players and lower spending per player could have a significant adverse effect on our business.
Because our customers’ offerings are typically available
only to players within their geographic borders, our revenue is highly concentrated in a limited number of locations. A significant portion
of our revenue is generated from the Michigan iLottery, and any adverse impact resulting from any of the foregoing economic factors would
be magnified to the extent that it disproportionately impacts players in Michigan or other jurisdictions from which we derive revenues.
As our revenue sharing arrangements result in an intertwined
relationship between our and our customers’ financial condition, we also face significant risks during times of uncertain and unfavorable
economic and socio-political conditions affecting our customers. Unfavorable economic and socio-political factors and conditions could
result in budgetary and liquidity concerns for our customers, which may reduce the likelihood that we will be able to renew our existing
contracts on substantially similar commercial terms or win new contracts with terms as favorable to us as the terms of our existing contracts.
The growth of our business largely depends on our continued ability
to procure new contracts.
While much of our revenue growth over the past few years has come from increasing
NGR generated by the Michigan iLottery, and we expect the Michigan iLottery to continue to account for a large portion of our revenues,
the addition of new iLottery contracts has begun to contribute substantially to the growth of our business. In particular, NPI began recognizing
revenues from new turnkey contracts supporting the VAL in 2015 and, later, NHL and the NCEL in 2018 and 2019, respectively, and the latter
two contracts accounted collectively for 40.3% of the Company’s share in NPI’s revenues for the year ended December 31, 2021
and 16.1% of the Company’s share in NPI’s revenues for the year ended December 31, 2020.
We may not continue to procure new customer contracts at the
same rate as in the past, or at all. There can be no assurance that additional U.S. states will seek to implement iLottery offerings or
that U.S. states seeking to implement iLottery offerings will do so through a process in which NPI can compete to be the turnkey solution
provider. In particular, certain of our competitors currently serve as central lottery system providers for certain U.S. states, and if
these states decide to implement iLottery offerings, they may choose to do so by expanding their existing relationships with our competitors
without launching a public procurement process or by including iLottery in a broader lottery system procurement process in which we may
not be able to successfully compete.
Even if additional U.S. states seek to implement iLottery offerings
through a public procurement process, there can be no assurance that NPI will procure any new contracts. Our failure to win new contracts
could materially limit the growth of our business.
10
We incur significant costs related to the procurement of new contracts,
which we may be unable to recover in a timely manner, or at all.
The tender process to obtain a new contract is highly competitive
and typically requires a significant upfront capital investment. The efforts and resources required to participate and win a request for
proposal, commence operations of an iLottery program and procure revenues from that program are relatively long and may take several months
or years to complete. This investment, which includes our management’s time, may never be recovered in the event that we fail in
our bid. A typical request for proposals or a tender requires us to spend substantial time and effort assisting potential customers in
evaluating our products and services, including providing demonstrations and benchmarking against other available offerings by our competitors.
This process can be costly and time consuming, and we often do not know if any given sales efforts will be successful until the later
stages of those efforts. After being awarded a contract, it can take years to set up the iLottery system and for the contract to become
profitable. The long procurement cycle creates a significant time gap between the time we participate in a tender and dedicate the necessary
resources, and the time we can recognize revenue or income from that program, if at all. This time gap creates pressure on our cash flow,
as it requires significant funding up front, and in the interim period, and may not result in any income, or result in income that will
only be achieved quarters after the resources have been dedicated. If we are unable to forecast market demand and conditions, we may not
be able to expand our sales efforts at appropriate times and our revenues and related results of operations could be materially adversely
affected.
Intense competition exists in the iLottery industry, and we expect
competition to continue to intensify.
We face significant competition in the evolving iLottery industry.
We compete in the iLottery market with respect to our offering of technology solutions, games and related operational services on the
basis of the content, features, quality, functionality, accuracy, reliability, innovation and price of such offerings. If we do not consistently
deliver innovative, high-quality and reliable products and services, our ability to remain viable within the iLottery industry may suffer,
especially as the level of competition increases.
Some of our competitors and potential competitors have substantially
greater financial and other resources (including human resources) or experience than we do. Some of our competitors also have existing
relationships and insight as the legacy retail lottery provider of certain U.S. states and may realize synergies that we cannot. Competitors
may devote more resources towards developing and testing products and services, undertake more extensive marketing campaigns, offer more
favorable pricing terms, pursue aggressive growth initiatives or otherwise develop more commercially successful products or services.
In addition, certain of our competitors may enter into contracts with less favorable terms to prevent us from procuring new contracts
or renewing our existing contracts. Such potential competitive disadvantages may make it difficult for us to retain existing contracts
or secure new contracts without being willing to accept less favorable terms.
In addition to risks directly tied to our relative lack of resources,
experience and longevity, we face risks that:
| • |
we may fail to anticipate and adapt to changes in customer expectations at the same rate as our competitors; |
| • |
customers who currently utilize platforms offered by our competitors may be satisfied with such solutions or may determine that it
is too costly and/or time consuming to adopt our platform and solutions. Lotteries may face significant switching costs if their platforms
have been integrated with those of a competitor, potentially reducing the likelihood of us being the successful tenderer; |
| • |
lotteries that we currently view as potential customers may decide to develop internally products and services which compete with
our products and services; and |
| • |
new competitors, including large global corporations or large software vendors operating in adjacent industries, may enter our market.
|
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Moreover, current and future competitors may establish cooperative
relationships among themselves or with others, including our current or future strategic partners. By doing so, these competitors may
increase their ability to meet the needs of our existing and prospective customers and their players. These developments could make it
more difficult for us to renew our existing contracts or win new contracts. If we are unable to compete effectively, successfully and
at reasonable cost against our existing and future competitors, our results of operations, cash flows and financial condition could be
adversely impacted.
Our information technology and infrastructure may be vulnerable
to attacks by hackers or breached due to employee error, malfeasance or other disruptions.
The secure maintenance and transmission of player information
is a critical element of our operations. Our information technology and other systems that maintain and transmit player information, or
those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our
network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or
inactions by our employees, or those of a third-party service provider or business partner. As a result, our players’ information
may be lost, disclosed, accessed or taken without their consent. We have experienced in the past, and expect to continue to experience
in the future, attempts to breach our systems and other similar incidents. To date these attempts have not had a material impact on our
operations or financial results, but we cannot provide assurance that they will not have a material impact in the future.
We rely on encryption and authentication technology licensed
from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in
computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology
to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites
are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures,
and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks,
viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions
that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third
parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate
our access to certain payment methods. Threats to information security are constantly evolving, including in diversity and sophistication.
We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques
used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party
service providers.
In addition, security breaches can also occur as a result of
non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over
time as the number of our employees and the complexity and number of technical systems and applications we use also increase. Breaches
of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access
to our sites, networks and systems; unauthorized access to and misappropriation of player information, including players’ personally
identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other
malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on
our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel
and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts
and consultants; litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing,
malware and similar attacks and threats of denial-of-service attacks, none of which to date has been material to our business; however,
such attacks could in the future have a material adverse effect on our operations. Pursuant to a software license agreement with Pollard
in respect of the offering to the MSL (the “Pollard Software License Agreement”), our iLottery software is installed on Pollard’s
servers, through which it is made available to the MSL. Pollard is responsible for the security measures on its servers, and the Pollard
Software License Agreement contains no representations or undertakings with regard to such security measures. A breach of Pollard’s
server security could expose our software to the risks noted above. Moreover, our iLottery software is made available by NPI to the VAL,
the NHL, the NCEL and the AGLC . If any of these breaches of security should occur, our reputation and brand could be damaged, customers
may terminate their contracts with us, our business may suffer, we could be required to expend significant capital and other resources
to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible
liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated
attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees
and engage third-party experts and consultants.
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In addition, any party who is able to illicitly obtain a player’s
password may be able access such player’s transaction data or personal data (including payment information), resulting in the perception
that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could
violate applicable privacy, data protection, data security, network and information systems security and other laws, potentially trigger
private rights of action under certain laws and cause significant legal and financial exposure, negative publicity and a loss of confidence
in our security measures, which could have a material adverse effect on our business, reputation, financial condition, results of operations
and prospects. We continue to devote significant resources to protect against security breaches and we may in the future need to address
problems caused by breaches, including notifying affected players and responding to any resulting litigation, which in turn, would divert
resources from the growth and expansion of our business.
We maintain liability insurance policies covering certain security
and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance
will continue to be available to us on economically reasonable terms, or at all.
In addition to competition with other iLottery providers, we and
our customers also compete with providers of other online offerings.
In addition to competition from iLottery providers, we also face
competition from providers of other online offerings, including iGaming, sports betting, mobile games and eSports. While we believe that
our customers’ iLottery offerings target different players and provide a differentiated experience than these other online offerings,
the introduction of such offerings may allow new competitors to establish a foothold in regions where we currently provide the iLottery
offering. For example, on January 22, 2021, iGaming and online sports betting was launched in Michigan. The Michigan iLottery accounted
for approximately 45.3% of our revenues in the year ended December 31, 2021 and 54.5% of our revenues in the year ended December 31, 2020,
and the introduction of other online gaming offerings, which is typically accompanied by significant marketing efforts to attract players,
has adversely affected the revenues generated by the Michigan iLottery program.
We operate in an industry that is affected by technological improvements
and evolving player preferences.
The iLottery industry continues to experience rapid development
of technological advances and player preferences. In some instances, advancements in technology trigger a change in player preferences.
For example, as digital graphics improve, players may demand games with higher definition and a superior user interface. Our success depends
on our ability to accurately anticipate and quickly respond to evolving industry standards and player preferences. We cannot assure you
that we will be able to respond to such changes with innovative, high-quality, reliable and popular products and services or make the
required adjustments to our existing products and services on a timely basis. In addition, the introduction of new products or updated
versions of existing products has inherent risks, including, but not limited to:
| • |
the timing with which we may realize the benefits of the commonly-required significant, upfront capital investments; |
| • |
the accuracy of our estimates of player preferences, and the fit of the new products and features to such preferences; |
| • |
the ability to adequately maintain our main technology systems, such as the NeoDraw platform; |
| • |
the quality of our products and services, including the possibility of software defects, which could result in claims against us
or the inability to sell our products and services; |
| • |
the need to educate our sales, marketing and services personnel to work with the enhanced or new products and features, which may
strain our resources and lengthen sales cycles; |
| • |
market acceptance of new product releases; and |
| • |
competitor product introductions or regulatory changes that render our products obsolete. |
13
In light of the costs required to create and introduce new or
enhanced products and services, if our new or enhanced products fail to achieve commercial success, we will struggle to remain commercially
viable, especially in the face of heightened competition.
We have incurred operating losses in the past, may incur operating
losses in the future and may not be able to maintain sustainable profit margins.
We generated a net profit of $6.5 million in the year ended December
31, 2020, which was the first reporting period in which we generated a net profit since incorporation. We continued to generate net profit,
and in the year ended December 31, 2021 we generated a net profit of $4.7 million. We expect to continue the development and expansion
of our business, and we anticipate additional costs in connection with legal, accounting and other administrative expenses related to
operating as a public company. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate sufficient
to offset increases in our operating expenses, we may generate losses. We cannot ensure that we will sustain profitability in the future.
Certain of our directors and shareholders may experience a conflict
of interest between their duties to us and to Aspire.
We were established as an independent company in 2014, following
a spin-off from Aspire Global Plc (formerly known as NeoPoint Technologies Limited) (“Aspire” and, together with its subsidiaries,
the “Aspire Group”). Prior to our spin-off from Aspire, our management team was responsible for the iLottery business of Aspire.
Barak Matalon and Aharon Aran, members of our board of directors, are also members of Aspire’s board of directors. Further, Barak
Matalon, Elyahu Azur, Pinhas Zahavi and Aharon Aran (collectively, the “Founding Shareholders”), who collectively own a majority
of the shares of Aspire, may have substantial influence over the outcome of matters submitted to our shareholders for approval. Such
directors and shareholders could experience a conflict of interest between their duties to us and Aspire, which may have an adverse effect
on our business and prospects.
For example, the Aspire Software License Agreement (as defined
below in “Related Party Transactions - Relationship with Aspire - Aspire Software License
Agreement”) does not prevent NeoGames from using the Mixed-Use Software (as defined below in “Related
Party Transactions - Relationship with Aspire - Aspire Software License Agreement”) to design, develop and implement
games content, so long as it is not sold through certain platform providers or white label companies which are competitors of Aspire,
and provided that we do not design, develop and implement casino and slot content to games aggregators. See “Related
Party Transactions - Relationship with Aspire - Aspire Software License Agreement.” Accordingly, both we and Aspire could
compete in future engagements for provision of games content or for a contract with a white label provider. Furthermore, the Aspire Software
License Agreement does not prevent either NeoGames or Aspire from using the Mixed-Use Software for (i) B2B customers in the iGaming and
sports betting business in the United States, (ii) B2G customers in the iLottery business anywhere outside the United States, and (iii)
offering games content to customers worldwide except for B2G customers in the United States and for customers who are providers of iLottery
content which are NeoGames competitors. Accordingly, both we and Aspire could compete for the same B2B iGaming and sports betting customers
in the United States or B2G iLottery customers outside the United States. In the event that such circumstances arise, the shared directors
or shareholders may decide to prevent NeoGames from pursuing such opportunities in favor of Aspire.
Additionally, on January 17, 2022 we announced the Aspire Tender
Offer (as defined below). The Aspire Tender Offer is an ongoing process as of the date hereof. While both we and Aspire have established
special independent committees to evaluate and approve the Aspire Tender Offer, the Aspire Tender Offer, if completed, will constitute
a transaction between related parties. For more information, see “Related Party Transactions -
Relationship with Aspire.”
Our Founding Shareholders have significant influence over the nominations
and elections of members of our board of directors and other matters submitted for shareholder approval.
Our Founding Shareholders have the exclusive right under our
amended and restated articles of association (“articles of association”) to nominate up to 50% of our directors so long as
they own in the aggregate at least 40.0% of our issued and outstanding share capital. As of March 31, 2022, the Founding Shareholders
held approximately 49.9% of our issued and outstanding share capital. As a result, the Founding Shareholders have significant influence
also over the outcomes of other matters submitted to shareholders for approval. The Founding Shareholders are entitled to vote their shares
according to their own interests, and such interests may be different than the interests of our other shareholders and may delay, deter
or prevent a change in control or other business combination that might otherwise be beneficial to our shareholders. See “Related
Party Transactions - Voting Agreement,” and “Management - Board Composition.”
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We have engaged in transactions with related parties, and such
transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.
We provide a sub-license to the NeoSphere platform to William
Hill, which at the time was one of our largest shareholders. In April 2021, William Hill was acquired by, and became a subsidiary of Caesars
Entertainment, Inc. (“Caesars”). On March 18, 2022, Caesars reported the consummation of a block sale, in which it divested
its holdings in the Company. We also provide certain software services to Aspire. The revenues received from William Hill and Aspire amounted
to approximately 19% of our revenues in the year December 31, 2021 and 18.6% of our revenues in the year ended December 31, 2020. We may
have achieved more favorable terms if such transactions had not been entered into with related parties.
We have also entered into certain intellectual property licenses
and cost-sharing arrangements with Aspire. Transactions with our significant shareholders or entities in which our significant shareholders
hold ownership interests present potential for conflicts of interest, as the interests of these parties and their stockholders may not
align with the interests of our shareholders.
We have loans outstanding under the WH Credit Facility (as defined
in “Related Party Transactions”). Additionally, on January 17, 2022 we announced the
Aspire Tender Offer. For more information, see “Related Party Transactions.”
Our existing and future contractual arrangements could restrict
our ability to compete effectively, which may affect our ability to grow our business and enter into new markets.
From time to time, we enter into contractual agreements that
contain restrictive covenants (such as non-compete, exclusivity and license agreements) that restrict us from entering into new markets
to which we may desire to expand our businesses. Our contractual arrangements with Pollard, Aspire and William Hill contain certain provisions
that may restrict our ability to grow our business, enter into new markets and compete effectively.
Pursuant to the Michigan JV Agreement, until its expiration,
we are restricted from exploring any opportunities for further marketing, distribution and exploitation of our internet lottery, scratch
cards, instant win games and slots and other online games to other national and state lotteries in the United States and Canada without
Pollard. Both the Company and Pollard have the exclusive and pre-emptive right to exploit any and all such additional opportunities that
may be conceived, and the participation of NPI in any such additional opportunity is subject to mutual approval of the Company and Pollard.
Accordingly, as long as the Michigan JV Agreement remains in effect, the Company is unable to independently pursue any such opportunities,
enter into agreements with additional lotteries in the United States and Canada or enter into new partnerships in the United States and
Canada. This may negatively impact the future growth of our business or cause our business, financial conditions and results of operations
to be harmed.
Additionally, pursuant to the Aspire Software License Agreement,
Aspire granted NeoGames a license to use Mixed-Use Software for certain purposes. However, the Aspire Software License Agreement restricts
NeoGames from using the Mixed-Use Software to (i) design, develop or implement casino and slot games for games aggregators and (ii) design,
develop and implement games content for customers who are platform providers or white-label companies which are competitors of Aspire.
See “Related Party Transactions - Relationship with Aspire - Aspire Software License
Agreement.” While we have only focused on the iLottery business to date, these restrictions may limit our ability to enter
into the market of casino, slot games and sports betting in the future and may affect our ability to expand our customer base.
Further, pursuant to a binding term sheet entered into in 2018
(the “WH Term Sheet”) with WHG (International) Ltd. (“WHG”), an affiliate of William Hill, we are prohibited from
using the NeoSphere platform to compete with WHG in the B2C sports betting industry in the United States. While this has not impeded our
ability to grow our business to date, it may limit our ability to expand into the B2C sports betting market in the future.
To the extent that such restrictive contractual provisions prevent
us from taking advantage of business opportunities, our business, financial position and cash flows may be adversely affected.
15
While we have not experienced a material impact to date, the ongoing
COVID-19 and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect
our business, results of operations, cash flows or financial condition.
In December 2019, a novel strain of coronavirus (“COVID-19”)
was identified, and on March 11, 2020, the World Health Organization declared COVID-19 as a global pandemic. Numerous state and local
jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders
and similar government orders and restrictions for their residents to control the spread of COVID-19. In particular, the governments in
jurisdictions where our employees are located have imposed limitations on gatherings, social distancing measures and restrictions on movement,
only allowing essential businesses to remain open. Such restrictions have resulted in temporary store closures, work stoppages, slowdowns
and delays, travel restrictions and cancellation of events, among other restrictions, any of which may negatively impact workforces, customers,
consumer sentiment and economies in many markets and, along with decreased consumer spending, have led to an economic downturn throughout
much of the world.
Our business is largely tied to the disposable income of lottery
players. While we have not experienced a material impact to date, the global economic and financial uncertainty may result in significant
declines to the number of players using our customers’ offerings and the amount of money that players are able and willing to wager.
See “- A reduction in discretionary consumer spending could have an adverse impact on our business.”
In response to the COVID-19 pandemic, we transitioned many of
our employees to remote working arrangements and temporarily closed our offices in Israel, Ukraine and Michigan. More recently, we have
gradually permitted employees to return to our offices in Israel, Kyiv and Michigan in phases while maintaining hybrid office and remote
workplace arrangements. While we have not experienced a material impact to date, it is possible that this could have a negative impact
on the execution of our business plans and operations. If a natural disaster, power outage, connectivity issue, or other event occurred
that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue
our business for a substantial period of time. The increase in remote working may also result in player privacy, IT security and fraud
concerns as well as increase our exposure to potential wage and hour issues.
Given the continued spread of COVID-19, including the emergence
of COVID-19 variants, such as the recent Delta and Omicron variants, and the resultant personal, economic and governmental reactions,
we may have to take additional actions in the future that could adversely affect our business, financial condition, and results of operations.
In addition, our management team has spent, and will likely continue to spend, significant time, attention, and resources monitoring the
COVID-19 pandemic and associated global economic uncertainty and seeking to manage its effects on our business and workforce.
The extent to which the COVID-19 pandemic affects our financial
results and operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited
to, vaccine and booster rollout, severity and transmission rates of the virus and its current and future variants, the duration and spread
of the outbreak, the governmental actions and regulations imposed to contain the virus or treat its impact, how quickly and to what extent
pre-pandemic economic and operating conditions can resume and overall changes in players’ behavior.
Our limited operating history makes it difficult to evaluate our
current business and future prospects.
The market for our offerings is relatively new and evolving,
and we have a limited operating history under the majority of our customer agreements. As a result, our business and future prospects
are difficult to evaluate and our ability to accurately forecast our future results of operations is limited and subject to a number of
uncertainties.
We entered into our first customer agreement in 2014, and a majority
of our customer agreements are in their initial terms. In 2018 and 2019, we began providing turnkey solutions to the NHL and NCEL, respectively.
Furthermore, during 2020 we transitioned the VAL solution into a full iLottery program and launched a new turnkey solution with the province
of Alberta in Canada. In 2021, we launched Instant games with the Austrian Lotteries (Österreichische Lotterien) as well as Lottomatica
in Italy and Sisal Sans in Turkey. Our limited operating history in certain markets makes it difficult to accurately assess our future
prospects and increase the risk associated with your investment. Any future changes to our revenue model could materially and adversely
affect our business.
Our historical revenue growth should not be considered indicative
of our future performance. In future periods, our revenue growth could slow and our revenues could decline for a number of reasons, including
declining player demand, increasing competition, decreasing growth of the iLottery market or our failure to continue entering into new
arrangements. We will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries.
If our assumptions regarding these risks, uncertainties or future revenue growth are incorrect, or if we do not address these risks successfully,
our operating and financial results could differ materially from our expectations and our business could suffer.
16
We are subject to substantial penalties for failure to perform.
Our lottery contracts in the United States and in other jurisdictions
and other service contracts often require performance bonds or letters of credit to secure our performance under such contracts and require
us to pay substantial monetary liquidated damages in the event of non-performance by us.
As of December 31, 2021, we had outstanding performance bonds
and letters of credit in an aggregate amount of approximately $3.8 million. These instruments present a potential expense for us and divert
financial resources from other uses. Claims on performance bonds, drawings on letters of credit, and payment of liquidated damages could
individually or in the aggregate have a material adverse effect on our results of operations, business, financial condition or prospects.
We rely on information technology and other systems and platforms,
and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability,
disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our business.
Our technology infrastructure is critical to the performance
of our platform and offerings and to customer and player satisfaction. We devote significant resources to network and data security to
protect our systems and data. However, our systems and the systems of any third-party service providers on which we rely may not be adequately
designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We
cannot assure you that the measures we take to prevent or hinder cyber-attacks and protect our systems, data and player information and
to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy
for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, will provide
absolute security. We have experienced, and we may in the future experience, website disruptions, outages and other performance problems
due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions have
not had a material impact on us; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with
our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each
of which could materially adversely affect our business, financial condition, results of operations and prospects.
Additionally, our software may contain errors, bugs, flaws or
corrupted data. If a particular product offering is unavailable when players attempt to access it or navigation through our platforms
is slower than they expect, players may be less likely to return to our customers’ platforms as often, if at all. Furthermore, programming
errors, defects and data corruption could disrupt our operations, adversely affect the experience of players, harm our reputation and
cause players to stop utilizing our customers’ offerings.
Our current systems may be unable to support a significant increase
in online traffic or increased player numbers, especially during peak times or events (such as for significant jackpot runs). If there
is a system disruption, customers may be able to make a contractual claim for damages against us.
We may at any time be required to expend significant capital
or other resources, including staff and management time, to reduce the risk of network or IT failure or disruption, including replacing
or upgrading existing business continuity systems, procedures and security measures. If such protective measures are implemented unsuccessfully
or inefficiently, the quality of our products and services may be materially and adversely affected.
We rely on third-party service providers for key functions in our
operations.
We rely upon various third-party service providers to maintain
continuous operation of our platform, servers, hosting services, payment processing and various other key functions of our business. Know-your-customer
and geolocation programs and technologies supplied by third parties are an important aspect of certain of our products and services. These
services are costly and their failure or inadequacy could materially affect our operations.
Additionally, we rely on third-party service providers for payment
processing services, including the processing of credit and debit cards. Our business could be materially disrupted if these third-party
service providers become unwilling or unable to provide these services to us.
Certain of these services discussed above are only provided by
a limited number of third-party providers and in the event that any of these providers cease to provide us with their services (due to
the termination of their agreement, a dispute between us and any such providers or for any other reason), we may struggle to locate a
suitable replacement on commercially reasonable terms, if at all, which could lead to harmful disruptions to our operations.
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If we fail to protect or enforce our intellectual property rights,
our business could be materially affected.
We rely on a combination of trademark, copyright, trade secret,
and domain-name-protection laws as well as contractual restrictions to protect our technology and intellectual property rights. While
it is our policy to protect and defend our rights to our intellectual property, we cannot predict whether steps taken by us to protect
our intellectual property will be adequate to prevent infringement, misappropriation, dilution or other violation of our intellectual
property rights. Effective intellectual property protection may not be available in every country in which we operate or intend to operate
our business. Third parties may infringe our proprietary rights (knowingly or unknowingly) and challenge proprietary rights held by us,
and any potential future trademark and patent applications may not be approved. We have been required and in the future may be required
to expend significant time and expense to prevent infringement or to enforce our rights. We also cannot guarantee that others will not
independently develop technology with the same or similar functions to any proprietary technology we rely on to conduct our business and
differentiate ourselves from our competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop
offerings with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights
is difficult and may not be effective. Any unauthorized use of our brand, technology or intellectual property could result in revenue
loss as well as have an adverse impact on our reputation. We may be required to incur significant expenses in registering, monitoring
and protecting our intellectual property rights. Any litigation could result in significant expense to us, including the diversion of
management time and may not ultimately be resolved in our favor. Changes in the law or adverse court rulings may also negatively affect
our ability to prevent others from using our technology.
We attempt to protect our intellectual property, technology and
confidential information by requiring certain of our employees and consultants to enter into confidentiality and assignment of inventions
agreements and certain third parties to enter into nondisclosure agreements. These agreements may not effectively grant all necessary
rights to any inventions or works that may have been developed or created by the employees or consultants party thereto. In addition,
these agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or
technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual
property, or technology.
We currently hold rights to the neogames.com internet domain
name and various other related domain names. The regulation of domain names is subject to change. Regulatory bodies could establish additional
top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. In addition, third
parties may already have registered, or may register in the future, domain names similar or identical to our registered and unregistered
trademarks. As a result, we may not be able to acquire or maintain all domain names that use the name neogames or are otherwise important
for our business.
We also have certain registered and unregistered trademarks that
are important to our business, such as the NEOGAMES trademark. If we fail to adequately protect or enforce our rights under this trademark,
we may lose the ability to use this trademark or to prevent others from using it, which could adversely harm our reputation, business,
results of operations and financial condition.
Our software, games and marketing materials are protected in
these works with copyright law, and some also benefit from trade secret protection. We have chosen not to register any copyrights under
the Library of Congress. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly,
the remedies and damages available to us for unauthorized use of our software, games and materials may be limited.
We rely on third-party intellectual property. We cannot guarantee
that such intellectual property will continue to be available.
We rely on third-party technologies, trademarks and other intellectual
property. There can be no assurance that these licenses, or support for such licensed products and technology, will continue to be available
to us on commercially reasonable terms, if at all. In addition, the future success of our business may depend, in part, on our ability
to obtain or expand licenses for lottery or gaming technologies we do not currently possess. In the event that we cannot retain, renew
or expand existing licenses, we may be required to modify, limit or discontinue certain of our products or services, which could materially
affect our business, financial condition and results of operations. In addition, the regulatory review process and licensing requirements
of our government customers may preclude us from using technologies owned or developed by third parties if those parties are unwilling
to subject themselves to regulatory review or do not meet regulatory requirements.
18
While we own most of the software in our platform, we license
certain core legacy software from Aspire, as further described in “Related Party Transactions.”
The Aspire Software License Agreement does not prohibit Aspire from depositing the source code of the software licensed to us with an
escrow agent. While Aspire has not yet done this, if Aspire were to do so and a release event were to occur, Aspire’s third-party
designees would gain rights and access to source code that is material to our business which could materially and adversely affect our
business, prospects, financial condition and results of operations. The Aspire Software License Agreement also allows both Aspire and
the Company to develop modifications to the Mixed-Use Software, and any modifications developed by the Company or Aspire are owned by
the developing party and licensed to the other party for certain purposes. This results in a risk to the confidentiality and exclusivity
of any modifications and improvements we may create to such software.
As part of our effort to migrate off of using any Mixed-Use Software
in our product and service offerings, we are currently adopting a “microservice” approach pursuant to which we have different
software modules for each product and service. We may encounter technological challenges that render such transition impossible, or may
determine that such transition is too costly or time intensive to complete. The result might be that we need to continue to rely on the
Mixed-Use Software. Although our license from Aspire for the Mixed-Use Software is exclusive, perpetual and irrevocable, Aspire could
argue that certain uses we are making of the Mixed-Use Software are outside of the scope of the license. In addition, if our license from
Aspire were found to be invalid or not perpetual for any reason, this could materially and adversely affect our business, prospects, financial
condition and results of operations.
The gaming industry is historically litigious with respect to intellectual
property and there can be no assurance that our platforms will not infringe on the rights of others.
There is a risk that our operations, platforms and services may
infringe, or be alleged to infringe, the intellectual property rights of third parties. We have incurred and in the future may incur substantial
time and expense in defending against third-party infringement claims, regardless of their merit. Additionally, due to diversion of management
time, expenses required to defend against any claim and the potential liability associated with any lawsuit, any litigation could significantly
harm our business, financial condition and results of operations. If we were found to have infringed the intellectual property rights
of a third party, we could be liable for license fees, royalty payments, lost profits or other damages, and may be subject to injunctive
relief to prevent us from using such intellectual property rights in the future. Such liability (if significant) or injunctive relief
could materially and adversely affect our business, prospects, financial condition and results of operations.
We are exposed to costs associated with changes in levies and taxes.
We must comply with tax laws in the jurisdictions in which we operate. Tax rules or
their interpretation may change in the markets in which we operate and in any markets we may enter in the future. Any changes to the corporate
tax rate application in different jurisdictions, withholding taxes, transfer pricing rules, levels of value added tax, industry specific
taxes and other levies, royalties and imposts could materially and adversely affect our financial position, performance and prospects.
For example, there is a risk that we will not be able to pass on to our customers any additional gaming levies or taxes that apply to
us. In addition, certain of our positions regarding the taxes that apply to us in the different jurisdictions in which we operate may
not be accepted by the tax authorities in such jurisdictions, which could adversely affect our financial condition. On May 18, 2021, we
obtained a pre-ruling from the Israeli Tax Authority regarding the transfer of certain intellectual property rights relating to the online
lottery business of NeoGames S.A. to NGS. We cannot guarantee that the ruling will be acceptable with the Luxembourg tax authorities.
See Item 10.E. “Taxation – Tax Ruling of the
Israeli Tax Authority.”
We are subject to taxation in multiple jurisdictions, which is
complex and often requires making subjective determinations subject to scrutiny by, and disagreements with, tax regulators.
We are subject to different forms of taxation in each of the
countries and regions we or our subsidiaries are formed and/or conduct our business, including, but not limited to, income tax, withholding
tax, gaming taxes, property tax, VAT, social security and other payroll-related taxes. Tax law and administration is complex, subject
to change and varying interpretations and often requires us to make subjective determinations. In addition, we take positions in the course
of our business with respect to various tax matters, including in connection with our operations. Tax authorities worldwide are increasingly
rigorous in their scrutiny of corporate tax structures and may not agree with the determinations that are made, or the positions taken,
by us with respect to the application of tax law. Such disagreements could result in lengthy legal disputes, an increased overall tax
rate applicable to us and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material
adverse effect on our business, results of operations and financial condition.
19
For example, in August 2021 we
received a request from the Israeli Tax Authority to provide certain information and documents related to our Israeli subsidiary Neogames
Systems Ltd. with respect to the years 2016-2019. We have not received additional requests or other notifications from the Israeli Tax
Authority, pertaining to this matter, with any findings or that would clarify the reasons for such audit. Such audit and similar proceedings
may result in assessments, fines, settlements, or increased overall tax rates. While we believe we comply with applicable tax laws, and
given the absence of further communications from the Israeli Tax Authority as aforementioned, we cannot anticipate the results of such
audit or other similar proceedings, and we have not set aside any reserves to provide for any outcomes related to the tax audits.
The ultimate outcome of the Israeli tax audit, and any other audits that may commence by any other tax authority, and of any related litigation
or other proceedings, could have a material adverse effect on our consolidated financial statements.
Another example is the pre-ruling
issued on May 18, 2021 by the Israeli Tax Authority regarding the transfer of certain intellectual property rights relating to the online
lottery business of NeoGames S.A. to NGS. We cannot guarantee that the ruling will be acceptable to the Luxembourg tax authorities, or
that the Israeli Tax Authority will not commence audit of other periods. Furthermore, the pre-ruling sets forth certain terms regarding
the Company’s day to day practices. Failure by the Company to adhere to such terms may result in the loss of the beneficial tax
rates set forth by the pre-ruling. See Item 10.E. “Taxation
– Tax Ruling of the Israeli Tax Authority.”
Our operations in Kyiv, Ukraine may be materially impacted as a result of Russia’s
invasion of Ukraine and our business, financial condition and results of operations may be materially adversely affected by any negative
economic impact resulting from the conflict in Ukraine.
We operate a development hub
in Kyiv, Ukraine. As of December 31, 2021, we had approximately 211 employees and 1% in assets in Ukraine. We do not have revenue generating
activities in Ukraine. We have also invested significant resources in Ukraine over the last several years. As a result, warfare, political
turmoil or terrorist attacks in this region could negatively affect our Ukrainian operations and our business. On February 24, 2022, Russian
military forces invaded Ukraine. Prior to Russia’s invasion, 60 of our staff in Ukraine left the country to neighboring countries
with our assistance, and 70 left to western areas of the country. We have transitioned to Israel the responsibilities for the release
of new features, and the monitoring of stability and health of production environment. However, the ultimate extent, length and impact
of the ongoing military conflict are highly unpredictable, and it could disrupt our Ukrainian operations, increase our costs and may disrupt
future planned development of capabilities in Ukraine and the surrounding region, and adversely impact our ability to meet our long term
development delivery commitments. It is unclear what impact the hostilities in Ukraine will have on our assets.
We have developed and, in some cases, implemented additional
contingency plans to relocate work and/or personnel to other geographies and add new locations, as appropriate. Our business continuity
plans are designed to address known contingency scenarios to ensure that we have adequate processes and practices in place to protect
the safety of our people and to handle potential impacts to our operations. Our crisis management procedures, business continuity plans,
and disaster recovery capabilities may not be effective at preventing or mitigating the effects of prolonged or multiple crises, such
as civil unrest, military conflict and a pandemic in a concentrated geographic area. The current events in the regions where we operate
and where we derive a significant amount of our business may pose security risks to our people, our facilities, our operations, and infrastructure,
such as utilities and network services, and the disruption of any or all of them could materially adversely affect our business, financial
conditions and results of operations, and cause volatility in the price of our shares. We are continuing to monitor the situation in Ukraine
and assess options in relation to our ongoing operations and our ability to continue to do business in the region.
Furthermore, due to the political uncertainty involving Russia
and Ukraine, there is also an increased likelihood that the tensions could result in cyber-attacks or cybersecurity incidents that could
either directly or indirectly impact our operations. Any attempts by cyber attackers to disrupt our services or systems, if successful,
could harm our business, result in the misappropriation of funds, be expensive to remedy and damage our reputation or brand. Insurance
may not be sufficient to cover significant expenses and losses related to such cyber-attacks and cybersecurity incidents.
Our platform contains third-party open source software components,
which may pose particular risks to our proprietary software, technologies, products and services in a manner that could negatively affect
our business.
Our platform contains software modules licensed to us by third-party
authors under “open source” licenses and we expect to use open source software in the future. Use and distribution of open
source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide
support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. To the
extent that our platform depends upon the successful operation of open source software, any undetected errors or defects in this open
source software could prevent the deployment or impair the functionality of our platform, delay new introduction of new solutions, result
in a failure of our platform and injure our reputation. For example, undetected errors or defects in open source software could render
it vulnerable to breaches or security attacks, and, subsequently, make our systems more vulnerable to data breaches. In addition, the
public availability of such software may make it easier for others to compromise our platform.
20
Some open source licenses require that source code for modifications
or derivative works we created based on such open source software be made publicly available as open source software. If we combine our
proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release
the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with less investment
of development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public
release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some
or all of our software.
Although we monitor our use of open source software to avoid
subjecting our platform to conditions we do not intend, the terms of many open source licenses have not been interpreted by United States
or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions
on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source
software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by
parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling
our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all
the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly
licenses from third parties, to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform,
to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally
available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results
of operations.
We are highly dependent on our key personnel. If we are not successful
in attracting, motivating and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
We rely on the expertise, industry experience, customer relationships
and leadership of our senior management, and the departure, death or disability of any one of our executive officers or other extended
or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could
have a material adverse effect on our business.
We depend on our technical and operational employees for the
design and development of our innovative products and services. The competition for these types of personnel is intense and we compete
with other potential employers, including certain of our strategic partners, for the services of our employees. As a result, we may not
succeed in retaining the key employees that we need in order to maintain and grow our business.
If we do not succeed in attracting, hiring, and integrating qualified personnel, or
retaining and motivating existing personnel, we may be unable to grow effectively and our business could be adversely affected. We deploy
our employees to certain of our customers’ worksites to assist in the development of their IT systems and platforms. The loss of
employees who have been involved in the development of intellectual property and know-how and the development and maintenance of key strategic
relationships with customers may result in the subsequent loss of key customers. If key employees were to leave, we may be unable to deliver
our existing services or develop new products until such employees have been replaced. As our employees have very specific skillsets and
are highly qualified, we may face difficulties in replacing them with new employees, and even if we succeed in recruiting new employees,
we may incur substantial costs in the recruiting, training and integration of such new employees. See Item
3.D. “Key Information - Risk Factors - Our operations in Kyiv, Ukraine may be materially
impacted as a result of Russia’s invasion of Ukraine and our business, financial condition and results of operations may be materially
adversely affected by any negative economic impact resulting from the conflict in Ukraine” regarding the situation in Ukraine.
21
Competition for skilled technical and other personnel in Israel
is intense, and as a result we may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely
impact our business, financial condition and results of operations.
We compete in a market marked by rapidly changing technologies
and an evolving competitive landscape. In order for us to successfully compete and grow, we must attract, recruit, retain and develop
personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs.
Our principal research and development as well as significant
elements of our general and administrative activities are conducted at our headquarters in Israel, and we face significant competition
for suitably skilled employees in Israel. While there has been intense competition for qualified human resources in the Israeli high-tech
industry historically, the industry experienced record growth and activity in 2021, both at the earlier stages of venture capital and
growth equity financings, and at the exit stage of initial public offerings and mergers and acquisitions. This flurry of growth and activity
has caused a sharp increase in job openings in both Israeli high-tech companies and Israeli research and development centers of foreign
companies, and intensification of competition between these employers to attract qualified employees in Israel. As a result, the high-tech
industry in Israel has experienced significant levels of employee attrition and is currently facing a severe shortage of skilled human
capital, including engineering, research and development, sales and customer support personnel. Many of the companies with which we compete
for qualified personnel have greater resources than we do, and we may not succeed in recruiting additional experienced or professional
personnel, retaining personnel or effectively replacing current personnel who may depart with qualified or effective successors. Failure
to retain or attract qualified personnel could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to service our debt under our financing agreements
in connection with the Proposed Acquisition of Aspire, or we may otherwise be in breach of those arrangements.
On January 17, 2022, we announced the Aspire Tender Offer, which
is currently pending. For more information regarding the Proposed Acquisition of Aspire, including the Aspire Tender Offer, see “Related
Party Transactions - Relationship with Aspire.”
In order to finance, among other things, part of the aggregate consideration payable
by the Company pursuant to the Proposed Acquisition of Aspire, the Company, NeoGames Connect S.à r.l. and NeoGames Connect Limited
have entered into the Interim Facilities Agreement with the Interim Lenders (each as defined below). Notwithstanding the entry into the
Interim Facilities Agreement, the Company will seek to negotiate and execute a long-form financing agreement prior to the Closing Date
to replace the Interim Facilities (each as defined below). In relation to this, the Company and NeoGames Connect S.à r.l. also entered
into the Commitment Letter (as defined below). Pursuant to the terms of the Commitment Letter, BXC (as defined below) has committed to
make available, in connection with the Proposed Acquisition of Aspire, the Senior Facilities (as defined below) which shall be documented
pursuant to the Senior Facilities Agreement (as defined below). If no Interim Facility has been funded prior to such time, the Interim
Facility Agreement shall automatically terminate on the date on which the Senior Facilities Agreement is signed and each initial condition
precedent thereunder is irrevocably satisfied or waived as evidenced by delivery of a duly signed and unqualified conditions precedent
letter thereunder. For more information regarding the financing for the Proposed Acquisition of Aspire, see “Operating
and Financial Review and Prospects - Liquidity and Capital Resources - Financing for the Proposed Acquisition of Aspire”
below.
Upon consummation of the Aspire Tender Offer, we will have outstanding
indebtedness with debt service requirements. Our ability to meet our debt service obligations will depend on our future operating and
financial performance, which in turn depends on our ability to successfully implement our business strategy as well as general economic,
financial, competitive, regulatory and other factors that are beyond our control. If we do not generate sufficient cash to service our
debt under the Interim Facilities Agreement (or, to the extent entered into, the Senior Facilities Agreement) or if we fail to meet other
obligations under the Interim Facilities Agreement (or, to the extent entered into, the Senior Facilities Agreement), we may be in default,
which may entitle the Interim Lenders (or, in the case of the Senior Facilities, the Lenders (as defined below)), as applicable, to certain
rights and remedies against us, and such rights and remedies may have a material adverse effect on our business and financial results.
In addition, the final maturity date of the Interim Facilities is 90 days after the date on which the first drawdown of Interim Facility
1 (as defined below) occurs (by which date, the Interim Facilities would need to be replaced and refinanced).
If the Closing Date has not occurred on or before the date falling
eight months after (and excluding) January 17, 2022 and the Interim Lenders (or, in the case of the Senior Facilities, the Lenders) do
not agree to extend such period, the Interim Facilities (or, as the case may be, the Senior Facilities) will no longer be available to
be drawn.
22
The Interim Facilities Agreement contains (and the Senior Facilities
Agreement is expected to contain) customary affirmative and negative covenants which may restrict our ability to operate our business
(including, in the case of the Senior Facilities Agreement, a financial maintenance covenant). Our failure to comply with these covenants,
including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our
financial condition and results of operations.
In the event of a default under the Interim Facilities Agreement
(or, to the extent entered into, the Senior Facilities Agreement), that is not cured or waived, the Interim Lenders (or, in the case of
the Senior Facilities, the Lenders) could take certain actions, including terminating their commitments, declaring all amounts that we
have borrowed under the Interim Facilities Agreement (or, to the extent entered into, the Senior Facilities Agreement), to be due and
payable, together with accrued and unpaid interest (and other fees) and/or enforce the Interim Security (as defined below) (or, in the
case of the Senior Facilities, security in favor of the Lenders under the Senior Facilities Agreement). If the debt under the Interim
Facilities Agreement, the Senior Facilities Agreement or any other material financing arrangement that we have entered into or will subsequently
enter into were to be accelerated, our assets may be insufficient to repay the indebtedness in full. Any such actions could force us into
bankruptcy or liquidation, and we might not be able to repay our obligations in such an event.
As of the date hereof, the Company has incurred costs in an amount
of approximately $1.6 million in connection with the financing agreements with Blackstone. The Company has not incurred costs in connection
with the FX Hedging Transaction. The costs of the FX Hedging Transaction will be incurred only upon completion of the Aspire Tender Offer.
We may require additional capital to support our growth plans,
and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
Our business generally requires significant upfront capital expenditures
for software customization and implementation and systems and equipment installation and configuration. In connection with a renewal of
or bid for a lottery or gaming contract, a customer may seek to impose new service requirements, which may require additional capital
expenditures in order to retain or win the contract, as applicable.
To the extent that we do not have sufficient liquidity levels
to fund such capital expenditures, our ability to procure new contracts and renew existing contracts would depend on, among other things,
our ability to obtain additional financing on commercially reasonable terms. Our ability to obtain additional capital, if and when required,
will depend on, among other factors, our business plans, investor demand and the capital markets.
We have historically funded our operations with, among other
things, borrowings under the WH Credit Facility. On October 20, 2020, we entered into a loan agreement with William Hill Finance Limited,
an affiliate of William Hill, which sets out amended terms and an amended repayment schedule with respect to our outstanding loans under
the WH Credit Facility and prohibits us from making any additional draws under the WH Credit Facility. See “Related
Party Transactions - Relationship with William Hill - WH Credit Facility.”
We completed our public listing on November 23, 2020 raising
a total net amount of $43 million and our total cash balance as of December 31, 2021 was approximately $66.1 million.
Any financing through the sale of equity securities may dilute
the value of our outstanding Ordinary Shares. Any debt financing may require us to comply with various financial covenants and may restrict
our activities. We also can provide no assurance that the funds we raise will be sufficient to finance any future capital requirements.
If we are unable to obtain additional capital when required on satisfactory terms, our ability to continue to grow our business could
be adversely affected.
Our management team has limited experience managing a public company.
Most members of our management team have limited experience managing
a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public
companies listed in the United States. Our management team may not successfully or efficiently manage the Company, which is subject to
significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities
analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their
attention away from the day-to-day management of our business, which could adversely affect our business, prospects, financial condition
and results of operations.
We may become subject to litigation, from which we could incur
significant monetary and reputational harm, irrespective of the merit of such claim or outcome of such litigation.
There is a risk that we may become subject to litigation and
other claims and disputes in the ordinary course of business, including contractual disputes and indemnity claims, misleading and deceptive
conduct claims, employment-related claims, and intellectual property disputes and claims, including those based on allegations of infringement,
misappropriations or other violations of intellectual property rights. We may incur significant expense defending or settling such litigation.
Any litigation to which we are a party may result in an onerous
or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of
bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable
terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering
certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise
altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary
actions, expenses and liabilities, which could have a material adverse effect on our business, financial condition, results of operations
and prospects.
23
Our results of operations may be adversely affected by fluctuations
in currency values.
The Company’s consolidated financial results are affected
by foreign currency exchange rate fluctuations. Foreign currency exchange rate exposures arise from current transactions and anticipated
transactions denominated in currencies other than U.S. dollars and from the translation of foreign currency denominated balance sheet
accounts into U.S. dollar-denominated balance sheet accounts. The Company is exposed to currency exchange rate fluctuations because portions
of its expenses are denominated in currencies other than the U.S. dollar.
Approximately 82% of the Company’s
revenues in the year ended December 31, 2021 were denominated in U.S. dollars, 4% in euros and 14% in other currencies. However, 26% of
the Company’s liabilities were denominated in New Israeli Shekels. For example, almost all of the Company’s current employees
are domiciled in Israel and paid in New Israeli Shekels. In 2021, the U.S. dollar / New Israeli Shekel exchange rate decreased from NIS
3.215 per $1 on December 31, 2020, to NIS 3.110 per $1 on December 31, 2021. The decrease from year end 2020 to year end 2021 adversely
affected our costs and liabilities that are denominated in Shekels compared to our dollar-denominated income. Any further devaluation
of the U.S. dollar compared to the New Israeli Shekel may result in further increases in employee liabilities and other expenses, which
may adversely affect the Company’s profit and financial performance. Exchange rate fluctuations have in the past adversely affected
the Company’s operating results and cash flows and may adversely affect the Company’s results of operations and cash flows
and the value of its assets outside the United States in the future. A devaluation of local currency in a jurisdiction in which the Company
is paid in such currency may require the Company’s customers located in such jurisdiction to adjust the amounts paid in local currency
for the Company’s products and services, which they may be unable or unwilling to make. Other than the FX Hedging Transaction entered
into in connection with the Proposed Acquisition of Aspire, NGS (as defined below) entered into certain forward contracts to hedge its
NIS exposure associated with expenses nominated in NIS during 2022. For additional information regarding the FX Hedging Transaction, see
Item 5.B. “Liquidity and Capital Resources - Financing for the Proposed Acquisition of Aspire.”
As of the date hereof, the Company has incurred costs in an amount of approximately $1.6 million in connection with the financing agreements
with Blackstone. The Company has not incurred costs in connection with the FX Hedging Transaction. The costs of the FX Hedging Transaction
will be incurred only upon completion of the Aspire Tender Offer.
Expansion into new markets may be important to the growth of our
business in the future, and if we do not manage the business and economic risks of this expansion effectively, it could materially and
adversely affect our business and results of operations.
We expect to continue to expand our operations to additional
U.S. states and to expand our international operations. Any new markets or countries which we attempt to access may not be receptive.
For example, we may not be able to expand further in some markets if we are not able to satisfy certain government requirements. In addition,
our operations in new jurisdictions subject us to risks customarily associated with such operations, including the complexity of local
laws, regulations and markets, the uncertainty of enforcement of remedies in foreign jurisdictions, the impact of local labor laws and
disputes, the economic, tax and regulatory policies of local governments and the ability to attract and retain key personnel in new jurisdictions.
Foreign jurisdictions could impose tariffs, quotas, trade barriers, and other similar restrictions on our international sales. In addition,
our ability to expand successfully involves other risks, including difficulties in integrating operations, risks associated with entering
jurisdictions in which we may have little experience and the day-to-day management of a growing and increasingly geographically diverse
company.
Our investments in new jurisdictions often entail entering into
joint ventures or other business relationships with locally-based entities, especially in jurisdictions in which governments prefer or
are required to use locally-based entities. Our reliance on partnerships with locally-based entities can involve additional risks arising
from our lack of sole decision-making authority, our reliance on a partner’s financial condition, inconsistency between our business
interests or goals and those of our partners and disputes between us and our partners.
We may not realize the operating efficiencies, competitive advantages
or financial results that we anticipate from our investments in new jurisdictions and our failure to effectively manage the risks associated
with our operations in new jurisdictions could have a material adverse effect on our financial position, performance and prospects.
As a significant amount of our
net profits and cash flows are generated outside Luxembourg, the repatriation of funds currently held in foreign jurisdictions may result
in higher effective tax rates for us. In addition, heightened attention has been given at national and supranational levels, including
through the G20 / OECD Base Erosion and Profit Shifting project (“BEPS”), as well as
in other public forums and the media, with regard to matters of cross-border taxation, and in particular, to taxation of the digital economy. In
December 2021, the OECD published the Pillar Two model rules for domestic implementation of 15% global minimum tax, and the EU followed
suit shortly thereafter. It is expected that the OECD will release the commentary relating to the model rules in 2022 and address co-existence
with the US Global Intangible Low-Taxed Income (GILTI) rules. This will be followed by the development of an implementation framework
focused on administrative, compliance and co-ordination issues relating to Pillar Two. It is expected that the global minimum tax will
be implemented at national level by 2023. The Pillar Two rules, once implemented, are expected to apply to us, along with detailed transfer
pricing reporting and exchange of tax information rules known as “Country by Country Reporting”, insofar as our annual revenues
exceed EUR 750 million.
Malta transposed the EU Anti-Tax Avoidance Directive into domestic
law, including changes with respect to exit tax, General Anti-Abuse Rules and Controlled Foreign Corporation rules. Due to pressure from
the European Union, many offshore jurisdictions have introduced “substance” requirements including with regard to intangible
property companies. The likelihood of scrutiny of tax practices by tax authorities in relevant jurisdictions and the aggressiveness of
tax authorities remains high.
In this context, we expect to be subject to increased reporting requirements
regarding our international tax structure.
Any changes in the rules regarding cross-border taxation or the revised
interpretation of existing tax rules could increase our tax liability and have a material adverse effect on our business, results of operations,
financial condition and prospects.
For example, our pending acquisition of Aspire, which is material
for us, may not have the expected results, and may fail to yield the expected results or benefits due to the challenges described above.
For more information, see “Related Party Transactions - Relationship with Aspire - Proposed Acquisition
of Aspire.”
24
Our insurance may not provide adequate levels of coverage against
claims.
We maintain insurance that we believe is customary for businesses
of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically
reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely
basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.
If we fail to detect fraud or theft, including by our employees
and our customers and their players, our reputation may suffer which could harm our brand and negatively impact our business, financial
condition and results of operations and subject us to investigations and litigation.
We may incur losses, whether directly or indirectly through our
revenue share with our customers, from various types of financial fraud, including use of stolen or fraudulent credit card data, claims
of unauthorized payments by our customers’ players and attempted payments by such players with insufficient funds. Bad actors use
increasingly sophisticated methods to engage in illegal activities involving personal data, such as unauthorized use of another person’s
identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account
information and mobile phone numbers and accounts.
Acts of fraud may involve various tactics, including collusion.
Successful exploitation of our systems could have negative effects on our product offerings, services and player experience and could
harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations.
In addition, negative publicity related to such schemes could
have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results
of operations and prospects. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial
engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay
other projects and the achievement of our strategic objectives.
In addition, any misappropriation of, or access to, players’
personal data or other proprietary information or other breach of our information security could result in legal claims or legal proceedings,
including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including
for failure to protect personal data or for misusing personal data, which could disrupt our operations, force us to modify our business
practices, damage our reputation and expose us to claims from our customers, their players, regulators, employees and other persons, any
of which could have an adverse effect on our business, financial condition, results of operations and prospects.
We cannot guarantee that any measures we have taken or may take
in the future to detect and reduce the occurrence of fraudulent or other malicious activity on our platform will be effective or will
scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or
brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and
results of operations.
We are subject to risks related to corporate social responsibility,
responsible lottery and gaming, reputation and ethical conduct.
Many factors affect our reputation and the value of our brand,
including the perception held by our customers, business partners, investors, other key stakeholders and the communities in which we operate,
such as our social responsibility, corporate governance and responsible lottery practices. We have faced, and will likely continue to
face, increased scrutiny related to social, governance and responsible lottery and gaming activities, and our reputation and the value
of our brands can be materially adversely harmed if we fail to act responsibly in a number of areas, such as diversity and inclusion,
workplace conduct, responsible gaming, human rights, philanthropy and support for local communities. Any harm to our reputation could
impact employee engagement and retention and the willingness of customers and partners to do business with us, which could have a materially
adverse effect on our business, results of operations and cash flows. We believe that our reputation is critical to our role as a leader
in the iLottery and gaming industries and as a publicly traded company. Our management is heavily focused on the integrity of our directors,
officers, senior management, employees, other personnel and third-party suppliers and partners. Illegal, unethical or fraudulent activities
perpetrated by any of such individuals, suppliers or partners for personal gain could expose us to potential reputational damage and financial
loss.
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The illegal gaming market could negatively affect our business.
A significant threat to the lottery and gaming industry arises
from illegal activities. Such illegal activities may draw significant betting volumes away from the regulated industry. In particular,
illegal gaming could take away a portion of the present players that are the focus of our business. The loss of such players could have
a material adverse effect on our results of operations, business, financial condition or prospects. Further, public trust is critical
to the long-term success of regulated gaming, including lottery. Illegal gaming activities could impact the reputation of our customers,
which would have an adverse impact on their revenues and our revenues.
Termination of our relationship with William Hill or failure to
realize the anticipated benefits of such relationship could have an adverse effect on our business, prospects, financial condition and
results of operations.
Pursuant to the WH Term Sheet, we granted WHG a sub-license to
our NeoSphere platform to operate its U.S. iGaming business. In addition, we customize the NeoSphere platform to assist William Hill in
meeting the regulatory requirements of the states in which it operates our systems.
Upon a change of control of the Company, William Hill will have
the right to purchase a perpetual sub-license to the NeoSphere platform and any software updates and development that we provided to WHG
(the “IP Option”) for a price of £15 million. We have also agreed to provide WHG with the IP Option following the completion
of a four year period from the date of the WH Term Sheet. For additional information on our relationship with William Hill, see “Related
Party Transactions - Relationship with William Hill.” Revenues received from William Hill in exchange for the
sub-license to use the NeoSphere platform and the related services accounted for 16% of the Company’s revenues in the year ended
December 31, 2021, 13.6% of the Company’s revenues in the year ended December 31, 2020 and 17.0% of the Company’s revenues
in the year ended December 31, 2019. In the event that WHG terminates the WH Term Sheet, we will cease to generate revenues from William
Hill. Additionally, the termination of our strategic relationship with William Hill could be negatively perceived by the market and could
harm our brand and reputation.
Risks Relating to Regulation of Our Business
The gaming and lottery industries are heavily regulated, and changes
to the regulatory framework in the jurisdictions in which we operate could harm our existing operations.
We and our customers are subject to extensive laws and regulations,
which vary across the jurisdictions in which we and they operate. The regulatory environment, including lottery and gaming laws, in any
particular jurisdiction may change in the future, which may limit some or all of our or our customers’ existing operations in such
jurisdiction. There can be no assurance that our and our customers’ existing operations, or the iLottery industry as a whole, in
such jurisdictions will continue to be permitted. Further, even if we are still permitted to operate in a given jurisdiction, regulations
may be imposed that make continued operations cost-prohibitive.
We may become subject to additional regulations in any new jurisdiction
in which we decide to operate in the future. The complexity of the regulatory environment may create challenges for us with respect to
our ability to comply with applicable regulations, renew contracts, pursue tender offers and otherwise develop our business.
We may not be able to capitalize on the expansion of internet
use and other changes in the lottery industry as a consequence of lack of legislative approvals, changes in regulations or regulatory
uncertainty. We aim to take advantage of the liberalization of internet and mobile gaming, both within the United States and internationally.
These industries involve significant risks and uncertainty, including legal, business and financial risks. This dynamic environment can
make it difficult to plan strategically and can provide opportunities for competitors to grow revenues at our expense. Our ability to
successfully pursue interactive lottery and gaming strategies depends on the regulation of gambling through online channels. Regulations
and laws relating to internet gaming are evolving and we cannot predict the timing, scope or terms of any such state, federal or foreign
regulations, or the extent to which any such regulations will facilitate or hinder our interactive strategies. Any such changes to regulations
or laws could have a material adverse effect on our business, results of operations, financial condition and prospects.
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Failure to comply with regulations may result in the
revocation or suspension of our or certain of our customers’ respective licenses to
operate.
Our and our customers’ respective licenses to operate are
subject to suspension or revocation by applicable regulatory authorities as a result of noncompliance with applicable regulatory requirements.
In the event of our noncompliance, such authorities may pursue enforcement proceedings against us or certain of our customers. We can
provide no assurance as to whether such proceedings would be likely to result in a favorable outcome. Further, such proceedings, irrespective
of their outcome, may cause us or our customers to incur substantial costs, require operational changes and result in reputational damage,
among other negative impacts, which could have a material adverse effect on our business, results of operations, financial condition and
prospects. Finally, regulatory and gaming authorities may suspend, revoke, or condition our existing licenses and permits, or refuse,
delay or condition the grant of future licenses and permits, if our principal shareholders are subject to investigations or regulatory
proceedings. In two cases, a State gaming board or other regulatory authority granted us a temporary permit, subject to our obligation
to provide updates and notify the board regarding proceedings involving one of our Founding Shareholders.
We may incur substantial costs in order to meet the varied and
complex regulatory requirements to which we are subject in the different jurisdictions in which we operate.
The form and scope of regulatory requirements within the iLottery,
iGaming and online sports betting industries vary by jurisdiction. This lack of uniformity can increase the costs and burden of compliance,
as well as increase the difficulty associated with expansion into new jurisdictions.
Regulatory frameworks associated
with the iLottery, iGaming and online sports betting industries exist across a wide spectrum, including within particular countries. We
currently operate in 20 jurisdictions, including several U.S. states where we hold supplier licenses as part of the WHG License (as defined
below), and plan to expand our operations into new jurisdictions. Expansion into new jurisdictions will subject us to a wider range of
different, and potentially conflicting, regulatory requirements, which may cause it to incur increased costs and expend a greater degree
of time in ensuring compliance. Our business and operations may be adversely affected by inaccurate predictions of the financial cost
and administrative burden of compliance in connection with expansion into new jurisdictions. Further, the likelihood of noncompliance
may be heightened in the event of expansion, which could result in payment of liquidated damages or termination of contracts in the event
of material noncompliance.
Negative publicity concerning the gambling industry could result
in increased regulations and reputational harm.
The industries in which we operate are at times subject to negative
publicity with regard to harmful gambling behavior, such as addiction, gambling by minors, risks related to digital gambling and alleged
association with money laundering. Publicity regarding problem gambling and other concerns with the lottery and other gambling industries,
even if not directly connected to us, could adversely impact our business, results of operations, and financial condition. For example,
if the perception develops that the gaming industry is failing to address such concerns adequately, the resulting political pressure may
result in the industry becoming subject to increased regulation and restrictions on operations. Such an increase in regulation could adversely
impact our results of operations, business, financial condition or prospects.
We are subject to laws and regulations related to data privacy,
data protection and information security and consumer protection across different markets where we conduct our business, including in
the United States and the European Union (“EU”), and we are also required to comply with certain industry standards including
the Payment Card Industry Data Security Standard. Our actual or perceived failure to comply with such obligations could harm our business.
In the United States and other jurisdictions in which we operate,
we are subject to various consumer protection laws and related regulations. If we are found to have breached any consumer protection laws
or regulations in any such jurisdiction, we may be subject to enforcement actions that require us to change our business practices in
a manner which may negatively impact our revenues, as well as expose us to litigation, fines, civil and/or criminal penalties and adverse
publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business in a manner that harms
our financial position.
As part of our business and on behalf of our customers, we collect
information about individuals, also referred to as personal data, and other potentially sensitive and/or regulated data. Laws and regulations
in the United States and around the world restrict how personal data is collected, processed, stored, used and disclosed, as well as set
standards for its security, implement notice requirements regarding privacy practices, and provide individuals with certain rights regarding
the use, disclosure and sale of their protected personal data.
In the United States, both the federal and various state governments
have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected
from or about consumers or their devices. For example, in the United States, there are a number of federal laws that impose limits on
or requirements regarding the collection, distribution, use, security and storage of personal data of individuals. The Federal Trade Commission
(FTC) Act grants the FTC authority to enforce against unfair or deceptive practices, which the FTC has interpreted to require companies’
practices with respect to personal data comply with the commitments posted in their privacy policies. The U.S. Federal Trade Commission
and numerous state attorneys general also are applying federal and state consumer protection laws to impose standards on the online collection,
use and dissemination of personal data, and to the security measures applied to such data. With respect to the use of personal data for
direct marketing purposes, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establishes
specific requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are
intended to deceive the recipient as to source or content, and obligates, among other things, the sender of commercial emails to provide
recipients with the ability to opt out of receiving future commercial emails from the sender.
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In addition, in the United States at the state level, for example,
California enacted the California Consumer Privacy Act (the “CCPA”), which came into force in 2020. The CCPA creates individual
privacy rights for California residents and increases the privacy and security obligations of businesses handling personal data. The CCPA
is enforceable by the California Attorney General and there is also a private right of action relating to certain data security incidents.
Additionally, the California Privacy Rights Act (the “CPRA”)
which was approved on November 3, 2020 imposes additional data protection obligations on companies doing business in California, including
additional consumer rights processes and opt outs for certain uses of sensitive data. Further, on March 2, 2021, Virginia enacted the
Virginia Consumer Data Protection Act (the “CDPA”), a comprehensive privacy statute that shares similarities with the CCPA,
CPRA and legislation proposed in other states. In addition, on July 7, 2021, Colorado enacted the Colorado Privacy Act (“COCPA”),
becoming the third comprehensive consumer privacy law to be passed in the United States (after the CCPA and CDPA). Similar laws have
been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.
If we become subject to laws, guidelines or rules such as the CCPA, CRPA CDPA, or COCPA, we may be required to modify our data collection
or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure
to regulatory enforcement and/or litigation.
Several foreign jurisdictions, including the EU and the European
Economic Area (“EEA”), have laws and regulations which are more restrictive in certain respects than those in the United States.
For example, in the EU we are subject to the General Data Protection Regulation 2016/679 (the “GDPR”) in relation to our collection,
control, processing, sharing, disclosure and other use of data relating to an identifiable living individual (personal data). The GDPR,
and national implementing legislation in EEA Member States, impose a strict data protection compliance regime including: providing detailed
disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrating
that an appropriate legal basis is in place or otherwise exists to justify data processing activities; granting rights for data subjects
in regard to their personal data (including data access rights, the right to be “forgotten” and the right to data portability);
requirements to take appropriate technical and organizational security measures; requirements to have data processing agreements in place
to govern the processing of personal data on behalf of other organizations; introducing the obligation to notify data protection regulators
or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; maintaining a record of data processing;
and complying with the principal of accountability and the obligation to demonstrate compliance through policies, procedures, training
and audit.
We are also subject to EU rules with respect to cross-border
transfers of personal data out of the EEA. Recent legal developments in Europe have created complexity and uncertainty regarding transfers
of personal data from the EEA to the United States. Most recently, on July 16, 2020, the Court of Justice of the EU (the “CJEU”)
invalidated the EU-US Privacy Shield Framework (the “Privacy Shield”) under which personal data could be transferred from
the EEA to U.S. entities who had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the standard contractual
clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential
alternative to the Privacy Shield), it made clear that reliance on standard contractual clauses alone may not necessarily be sufficient
in all circumstances. Use of the standard contractual clauses must now be assessed on a case-by-case basis, taking into account the legal
regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals and additional measures
and/or contractual provisions may need to be put in place, however, the nature of these additional measures is currently uncertain. The
CJEU went on to state that if a competent supervisory authority believes that the standard contractual clauses cannot be complied with
in the destination country and the required level of protection cannot be secured by other means, such supervisory authority is under
an obligation to suspend or prohibit that transfer. The European Commission has published revised standard contractual clauses for data
transfers from the EEA: the revised clauses must be used for relevant new data transfers from September 27, 2021; existing standard contractual
clauses arrangements must be migrated to the revised clauses by December 27, 2022. We will be required to implement the revised standard
contractual clauses, in relation to relevant existing contracts and certain additional contracts and customer arrangements, within the
relevant time frames. There is some uncertainty around whether the revised clauses can be used for all types of data transfers, particularly
whether they can be relied on for data transfers to non-EEA entities subject to the GDPR.
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We have relied and currently rely on standard contractual clauses
to transfer personal data outside the EU, including to the U.S. among other data transfer mechanisms pursuant to the GDPR, such as transfer
to jurisdictions recognized by the European Commission as providing sufficient safeguards for the processing of personal data (adequacy
decision).
We have previously relied on our relevant providers’ Privacy
Shield certification for the purposes of transferring personal data from the EU to the U.S. in compliance with the GDPR’s data export
conditions.
These recent developments may require us to review and amend
the legal mechanisms by which we make and/or receive personal data transfers to/in the U.S. The developments also create uncertainty and
increase the risk around our international operations. European court and regulatory decisions subsequent to the CJEU decision of July
16, 2020 have taken a restrictive approach to international data transfers. For example, the Austrian and the French data protection supervisory
authorities, as well as the European Data Protection Supervisor, have recently ruled that use of Google Analytics by European website
operators involves the unlawful transfer of personal data to the United States; a number of other EU supervisory authorities are expected
to take a similar approach which may impact other business tools that we use. As the enforcement supervisory authorities issue further
guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start
taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise
unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide
our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial
results.
We depend on a number of third parties in relation to the operation
of our business, a number of which process personal data on our behalf. With each such provider we attempt to mitigate the associated
risks of using third parties by performing security assessments and detailed due diligence, entering into contractual arrangements to
ensure that providers only process personal data according to our instructions, and that they have sufficient technical and organizational
security measures in place. Where we transfer personal data outside the EU or the United Kingdom to such third parties, we do so in compliance
with the relevant data export requirements, as described above. There is no assurance that these contractual measures and our own privacy
and security-related safeguards will protect us from the risks associated with the third-party processing, storage and transmission of
such information. Any violation of data or security laws by our third-party processors could have a material adverse effect on our business
and result in the fines and penalties outlined below.
We also act as a data processor on behalf of our customers and
have data protection obligations to our customers, including in relation to notifying customers if we suffer a personal data breach, assisting
customers with data subject rights requests in relation to the personal data we process, requirements for the use of sub-processors and
restrictions on transferring personal data outside of the EU.
We are subject to the supervision of local data protection authorities
in those EU jurisdictions where we are established or otherwise subject to the GDPR. Fines for certain breaches of the GDPR are significant,
such as an amount equal to the greater of €20 million or 4% of total global annual turnover. In addition to the foregoing, a breach
of the GDPR could result in regulatory investigations, reputational damage, orders to cease/ change our processing of our data, enforcement
notices, and/or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other
class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities,
as well as associated costs, diversion of internal resources, and reputational harm.
We are also subject to evolving EU privacy laws on cookies, tracking
technologies and e-marketing. In the EU, informed consent is required for the placement of a cookie or similar technologies on a user’s
device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked
consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. The current national
laws that implement the ePrivacy Directive are highly likely to be replaced across the EU by an EU regulation known as the ePrivacy Regulation
which will significantly increase fines for non-compliance. While the text of the ePrivacy Regulation is still under development, a recent
European court decision, regulators’ recent guidance and recent campaigns by a not-for-profit organization are driving increased
attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead
to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of
our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies
and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target
users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our
efforts to understand users.
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Restrictions on the collection, use, sharing or disclosure of
personal data or additional requirements and liability for security and data integrity could require us to modify our solutions and features,
possibly in a material manner, could limit our ability to develop new products and features and could subject us to increased compliance
obligations and regulatory scrutiny.
These laws and regulations constantly evolve and remain subject
to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain. New privacy
laws add additional complexity, requirements, restrictions and potential legal risk, require additional investment in resources to compliance
programs, and could impact trading strategies and availability of previously useful data. Such new laws may add additional complexity,
variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and
could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business
practices and policies.
We are also subject to payment card association operating rules,
certification requirements and rules governing electronic funds transfers, including the Payment Card Industry Data Security Standard
(the “PCI DSS”), a security standard applicable to companies that collect, store or transmit certain data regarding credit
and debit cards, holders and transactions. Any failure to comply with the PCI DSS may violate payment card association operating rules,
federal and state laws and regulations, and the terms of our contracts with payment processors and merchant banks. Such failure to comply
may result in the loss of our ability to accept credit and debit card payments, subject us to fines, penalties and damages. In addition,
there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse
of data pertaining to credit and debit cards, credit and debit card holders, and credit and debit card transactions.
We are subject to anti-money laundering laws and regulations in
the United States and other jurisdictions in which we operate.
We are subject to reporting, recordkeeping and anti-money laundering
provisions in the United States, and are subject to similar requirements in other jurisdictions in which we operate. Recently, there has
been increased regulatory scrutiny by the United States and other regulators and law enforcement agencies on companies in the gaming industry
and compliance with anti-money laundering laws and regulations. Anti-money laundering laws and regulations are evolving quickly and could
change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any determination that we have
violated such laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering
activities, could have an adverse effect on our business, financial condition and results of operations and cash flows, and changes in
these laws or regulations could result in increased operating costs.
We are subject to economic and trade sanctions laws and regulations.
We are subject to economic and trade sanctions laws and regulations
in the various jurisdictions in which we operate, including those administered and enforced by the U.S. Department of Treasury’s
Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and
other relevant sanctions authorities. Our global operations expose us to the risk of violating, or being accused of violating, economic
and trade sanctions laws and regulations. Our failure to comply with these laws and regulations may expose us to reputational harm as
well as significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment
from government contracts, as well as other remedial measures. Investigations of alleged violations can also be disruptive and cause us
to incur significant legal and investigatory fees. Despite our compliance efforts and activities we cannot assure compliance by our employees
or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business,
financial condition and results of operations.
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We are subject to global anti-corruption laws, including the U.S.
Foreign Corrupt Practices Act.
We are subject to anti-corruption, anti-bribery and similar laws
and regulations in the various jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (the “FCPA”).
The FCPA prohibits us and our officers, directors, employees, agents and business partners acting on our behalf, from corruptly offering,
promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions
or otherwise securing an improper advantage to obtain or retain business. The FCPA further requires companies listed on U.S. stock exchanges
to make and keep books and records that accurately reflect transactions and dispositions of assets and to maintain a system of adequate
internal accounting controls. We conduct business directly and indirectly (through third-party vendors) with U.S. and non-U.S. governments.
We are also subject to governmental oversight around the world, which may bring our officers, directors, employees and business partners
acting on our behalf, including agents, into contact with government officials, all of which creates compliance risks.
We will implement and maintain policies and procedures designed
to comply with applicable anti-corruption laws and regulations. However, we cannot provide assurance that our internal controls and compliance
systems will always protect us from liability for acts committed by employees, agents or business partners of ours that would violate
U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and other related
laws. Any such improper actions or allegations of such acts could subject us to civil or criminal fines and penalties, disgorgement of
profits, injunctions and debarment from government contracts, as well as related stockholder lawsuits and other remedial measures, all
of which could adversely affect our reputation, business, financial condition and results of operations. Investigations of alleged violations
can also be disruptive and cause us to incur significant legal and investigatory fees.
Our revenue may be impacted, to a significant extent, by macroeconomic
conditions.
Our business is sensitive to macroeconomic conditions. Economic factors, such as interest
rates, heightened inflationary pressures, rising interest rates in key markets in which we operate, currency exchange rates, changes in
monetary and related policies, market volatility, consumer confidence, supply chain issues and unemployment rates, are among the most
significant factors that impact consumer spending behavior. Weak economic conditions or a significant deterioration in either global or
certain regional economic conditions, including those resulting from health epidemics, such as the ongoing COVID-19 pandemic, or man-made
events, such as the rapidly-escalating conflict in Ukraine, may limit supply chains or increase their cost, reduce the amount of disposable
income consumers have, which, in turn, reduces consumer spending, and would have an adverse effect on our business, financial condition,
and results of operations.
Conditions in the jurisdictions where we operate could materially
and adversely affect our business, including, for example, in connection with the ongoing war in Ukraine.
Our offices are located in Tel Aviv, Israel, and a number of
our officers and directors are living in Israel. Accordingly, political, economic and military conditions in Israel and the surrounding
region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts
have taken place between Israel and its neighboring countries. Any hostilities involving Israel could adversely affect our operations
and results of operations.
In addition, one of our offices is located in Kyiv, Ukraine, where a large part of
our development team is located. Russia’s invasion of Ukraine and the related measures taken by the U.S., EU, UK and other jurisdictions,
and NATO, including economic sanctions and export controls imposed as a result thereof, have created global security concerns and could
have an impact on regional and global economies.
We cannot predict the impact of Russian activities in Ukraine
and any heightened military conflict or geopolitical instability that may follow, including additional sanctions or counter-sanctions.
While we continue to monitor the situation in Ukraine closely, any prolonged or expanded unrest, military activities, or sanctions, could
have a material adverse effect on our operations.
Risks Relating to the Ownership of Our Ordinary Shares
The trading price of our Ordinary Shares is likely to be volatile,
and you may lose all or part of your investment.
The following factors, in addition to other risks described
in this Annual Report, may have a significant effect on the market price of our Ordinary Shares:
| • |
variations in our operating results; |
| • |
actual or anticipated changes in the estimates of our operating results; |
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| • |
changes in stock market analyst recommendations regarding our Ordinary Shares, other comparable companies or our industry generally;
|
| • |
macro-economic conditions in the countries in which we do business; |
| • |
currency exchange fluctuations and the denominations in which we conduct business and hold our cash reserves; |
| • |
market conditions in our industry; |
| • |
actual or expected changes in our growth rates or our competitors’ growth rates; |
| • |
changes in regulation applicable to our industry; |
| • |
changes in the market valuation of similar companies; |
| • |
the trading volume of our shares on Nasdaq; |
| • |
sales of our Ordinary Shares by us or our shareholders, including our Founding Shareholders; and |
| • |
the adoption or modification of regulations, policies, procedures or programs applicable to our business. |
In addition, if the market for technology stocks or the stock
market in general experiences a loss of investor confidence, the trading price of our Ordinary Shares could decline for reasons unrelated
to our business, financial condition or operating results. The trading price of our Ordinary Shares might also decline in reaction to
events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others,
could harm the value of your investment in our Ordinary Shares. In the past, following periods of volatility in the market, securities
class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management’s attention and resources, which could materially adversely affect our business, operating results
and financial condition.
If a U.S. person is treated as owning at least 10% of our Ordinary
Shares, such holder may be subject to adverse United States federal income tax consequences.
If a U.S. person is treated as owning (directly, indirectly,
or constructively) at least 10% of the value or voting power of our Ordinary Shares, such person may be treated as a “U.S. shareholder”
with respect to each “controlled foreign corporation” in our group (if any). Because our group includes a U.S. subsidiary,
certain of our non-U.S. subsidiaries will be treated as controlled foreign corporations (regardless of whether or not we are treated as
a controlled foreign corporation). A U.S. shareholder of a controlled foreign corporation may be required to report annually and include
in its United States taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,”
and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. An individual that
is a U.S. shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign
tax credits that would be allowed to a U.S. shareholder that is a U.S. corporation. Failure to comply with these reporting obligations
may subject a U.S. shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s
United States federal income tax return for the year for which reporting was due from starting. We cannot provide any assurance that we
will assist investors in determining whether we are or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation
or whether any investor is treated as a U.S. shareholder with respect to any such controlled foreign corporation or furnish to any U.S.
shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A U.S. investor
should consult its advisers regarding the potential application of these rules to an investment in our Ordinary Shares.
Ownership in our Ordinary Shares is restricted by gambling laws,
and persons found “unsuitable” by a competent authority may be required to dispose of their shares.
Gambling authorities or lottery authorities, as applicable, have
the right to investigate any individual or entity having a relationship to, or involvement with, us or any of our subsidiaries or joint
ventures, to determine whether such individual or entity is suitable as a business associate of ours. Many jurisdictions also require
any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gambling company to report the
acquisition to the local regulatory authorities, and those authorities may require such holders to apply for qualification or a finding
of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities
for investment purposes only.
32
Gambling and/or lottery authorities have very broad discretion
in determining whether an applicant should be deemed suitable. Subject to certain administrative proceeding requirements, these regulators
have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability
or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by those authorities.
Any person found unsuitable by a competent authority may be precluded
from holding direct, indirect, beneficial or record ownership of any voting security, nonvoting security or debt security of any public
corporation which is registered with the relevant gambling or lottery authority beyond the time prescribed by such authority.
Our failure, or the failure of any of our major shareholders,
directors, officers, key employees, products or technology, to obtain or retain a required license or approval in one jurisdiction could
negatively impact our ability (or the ability of any of our major shareholders, directors, officers, key employees, products or technology)
to obtain or retain required licenses and approvals in other jurisdictions.
In light of these regulations and the potential impact on our
business, our articles of association allow for the restriction of stock ownership by persons or entities who fail to comply with informational
or other regulatory requirements under applicable gambling laws, who are found unsuitable to hold our shares by competent authorities,
whose stock ownership adversely affects our ability to obtain, maintain, renew or qualify for a license, contract, franchise or other
regulatory approval from a gambling or lottery authority or a purported transferee of a stockholder who acquires shares made invalid pursuant
to our articles of association. The licensing procedures and background investigations of the authorities that regulate our businesses
and the restriction in our articles of association may inhibit potential investors from becoming significant stockholders or inhibit existing
stockholders from retaining or increasing their ownership.
We do not anticipate paying dividends in the foreseeable future.
We do not anticipate paying any cash dividends on our Ordinary
Shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion
of our business. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to compliance
with applicable laws and covenants under any future credit facility, which may restrict or limit our ability to pay dividends. The amount
of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash
flow, working capital requirements, capital expenditures and applicable provisions of our articles of association. Unless and until we
declare and pay dividends, any return on your investment will only occur if the value of our Ordinary Shares appreciates.
Additionally, 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. Our legal reserve is not available for distribution.
Future sales or the perception of future sales of our Ordinary
Shares could adversely affect the price of our Ordinary Shares.
Subject to compliance with the Securities Act or exceptions therefrom,
we, all of our directors and executive officers, and certain of our shareholders including the Founding Shareholders, may make Ordinary
Shares available for sale into the public markets, which could cause the market price of our Ordinary Shares to decline and impair our
ability to raise capital. Sales of a substantial number of shares or the perception that such sales may occur may also cause the market
price of our Ordinary Shares to fall or make it more difficult for you to sell your Ordinary Shares at a time and price that you deem
appropriate.
33
The coverage of our business or our Ordinary Shares by securities
or industry analysts or the absence thereof could adversely affect the trading price and trading volume of our Ordinary Shares.
Our Ordinary Shares are listed on Nasdaq. However, we cannot
assure you that an active trading market for our Ordinary Shares will be sustained. The trading market for our securities is influenced
in part by the research and other reports that industry or securities analysts publish about us or our business or industry from time
to time. We do not control these analysts or the content and opinions included in their reports. We may be slow to attract equity research
coverage, and the analysts who publish information about our securities will have had relatively little experience with our company, which
could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If no or few
analysts commence equity research coverage of us, the trading price and volume of our securities would likely be negatively impacted.
If analysts do cover us and one or more of them downgrade our securities, or if they issue other unfavorable commentary about us or our
industry or inaccurate research, our stock price would likely decline. Furthermore, if one or more of these analysts cease coverage or
fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of the foregoing would likely cause our
stock price and trading volume to decline. Accordingly, we cannot assure you of the likelihood that an active trading market will be sustained,
the liquidity of any trading market, your ability to sell your Ordinary Shares when desired or the price that you may be able to obtain
in any such sale.
We are an emerging growth company, as defined in the Securities
Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Ordinary Shares
less attractive to investors because we may rely on these reduced disclosure requirements.
We are an emerging growth company, as defined in Section 2(a)
of the Securities Act, as modified by the JOBS Act, and we could continue to be an emerging growth company for up to five years following
the completion of our initial public offering.
For as long as we continue to be an emerging growth company,
we may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies, including presenting only limited selected financial data and not being required to comply with the
auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. As a result, our shareholders may not have access to certain
information that they may deem important. We cannot predict if investors will find our Ordinary Shares less attractive because we may
rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market
for our Ordinary Shares and our share price may be more volatile.
We are a foreign private issuer and, as a result, we are not subject
to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than
those of a U.S. domestic public company.
We report under the Exchange Act as a non-U.S. company with foreign
private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of
the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the
solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the
Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who
profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly
reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required
to file their annual report on Form 20-F as promptly as U.S. domestic issuers. In addition, we are permitted to disclose limited compensation
information for our executive officers on an individual basis. Further, we are not required to comply with Regulation FD, which restricts
the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities
under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of
the information. These exemptions and leniencies reduce the frequency and scope of information and protections afforded to shareholders
of a company that is not a foreign private issuer.
Additionally, as a foreign private issuer whose shares are listed
on Nasdaq, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, including with
respect to Nasdaq’s rule with respect to a majority independent board.
At this time, we do not follow any Luxembourg rules instead of
Nasdaq corporate governance rules, except with respect to Nasdaq Marketplace Rule 5635 which sets forth the circumstances under which
shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of
another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control;
and (iv) transactions other than public offerings. With respect to the circumstances described in Nasdaq Marketplace Rule 5635, we follow
Luxembourg law which does not require approval of our shareholders with respect to the issuance of new shares within the limit and subject
to the terms of the delegation granted to the board of directors in the form (and within the limits and conditions) of the authorized
capital of the Company.
34
Subject to following home country rules with respect to the circumstances
described in Nasdaq Marketplace Rule 5635, we intend to substantially comply with the rules applicable to U.S. companies listed on Nasdaq.
We may in the future elect to follow additional home country practices with regard to various corporate governance requirements for which
exemptions are available to foreign private issuers, including certain requirements prescribed by Nasdaq with regard to, among other things,
the composition of our board of directors and shareholder approval procedures for certain dilutive events and for the adoption of, and
material changes to, equity incentive plans. Following our home country governance practices, as opposed to the requirements that would
otherwise apply to a company listed on Nasdaq, may provide less protection than is accorded to investors under Nasdaq rules applicable
to domestic issuers. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject
to all Nasdaq corporate governance requirements.
We may lose our foreign private issuer status in the future, which
could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore,
we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination
of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal
quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2022. In the future, we would lose our foreign
private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our
directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of
foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports
and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign
private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal
shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition,
we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S.-listed
public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we
will not incur as a foreign private issuer.
We were, until recently, a “controlled company” under
Nasdaq rules, and were able to rely on exemptions from certain corporate governance requirements that provide protection to shareholders
of companies that are not controlled companies.
Our Founding Shareholders held until recently more than 50% of
our issued Ordinary Shares, which entitled us to rely on certain exemptions as a “controlled company” under Nasdaq rules.
To date, the Founding Shareholders hold approximately 49.9% of our issued Ordinary Shares, and we are no longer a “controlled company”.
However, in the event that the Founding Shareholders increase their holdings to more than 50% of our Ordinary Shares, we will be a “controlled
company” under Nasdaq rules, again. As a controlled company, we would be exempt from Nasdaq rules with respect to certain corporate
governance requirements, such as the requirement that we have a majority of independent directors, which we utilized when we were a “controlled
company”. If we regain the status of a “controlled company” and elect to take advantage of any exemptions in the future,
our shareholders will not have the same protections afforded to shareholders of companies that are subject to all Nasdaq rules.
Our articles of association designate the federal district courts
of the United States as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders.
Our articles of association provide that, unless we consent in
writing to the selection of an alternative forum, the U.S. federal district courts shall be the sole and exclusive forum for any claim
asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such
claims. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with us or our directors, officers or other employees and may increase the costs associated with such lawsuits, which may
discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions
of our articles of association inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings,
we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business
and financial condition. Any person or entity purchasing or otherwise acquiring any interest in our share capital shall be deemed to have
notice of and to have consented to the choice of forum provisions of our articles of association described above. This provision would
not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts
have exclusive jurisdiction.
35
We may be classified as a passive foreign investment company, which
could result in adverse United States federal income tax consequences to United States Holders (as defined below) of our Ordinary Shares.
We would be classified as a passive foreign investment company
(“PFIC”) for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross
income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code (as defined below)),
or (ii) 50% or more of the value of our gross assets (generally determined on the basis of a quarterly average) during such year is attributable
to assets that produce or are held for the production of passive income. For these purposes, cash and other assets readily convertible
into cash or that do or could generate passive income are categorized as passive assets, and the value of goodwill and other unbooked
intangible assets is generally taken into account. Passive income generally includes, among other things, rents, dividends, interest,
royalties, gains from the disposition of passive assets and gains from commodities and securities transactions. For purposes of this test,
we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation
of which we own, directly or indirectly, at least 25% (by value) of the stock.
Based on our market capitalization and the composition of our income, assets and operations,
we believe we were not a PFIC for the year ending December 31, 2021 and do not expect to be a PFIC for United States federal income tax
purposes for the current taxable year or in the foreseeable future. However, this is a factual determination that must be made annually
after the close of each taxable year. Moreover, the aggregate value of our assets for purposes of the PFIC determination may be determined
by reference to the trading value of our Ordinary Shares, which could fluctuate significantly. In addition, it is possible that the Internal
Revenue Service may take a contrary position with respect to our determination in any particular year, and, therefore, there can be no
assurance that we were not a PFIC for the year ending December 31, 2021 or will not be classified as a PFIC for the current taxable year
or in the future. United States Holders should consult their tax advisers regarding the application of these rules. Certain adverse United
States federal income tax consequences could apply to a United States Holder if we are treated as a PFIC for any taxable year during which
such United States Holder holds our Ordinary Shares. See Item 10.E. “Taxation - Material
United States Federal Income Tax Considerations for United States Holders - Passive Foreign Investment Company.”
We continue to incur increased costs as a result of operating as
a public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices.
As a public company, and particularly after we are no longer
an emerging growth company, we will continue to incur significant legal, accounting and other expenses that we did not incur as a private
company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq rules and other applicable securities
rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure
and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount
of time to these compliance initiatives. Moreover, these rules and regulations continue to increase our legal and financial compliance
costs and continue to make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult
and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract
and retain qualified members of our board of directors.
We continue to evaluate these rules and regulations and cannot
predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject
to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
We are required to comply with the SEC’s rules implementing
Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our annual reports
and provide an annual management report on the effectiveness of control over financial reporting. We are required to disclose material
changes in internal control over financial reporting on an annual basis and are required to make annual assessment of our internal control
over financial reporting pursuant to Section 404(a). While we remain an emerging growth company, we will not be required to include an
attestation report on internal control over financial reporting issued by our independent registered public accounting firm pursuant to
Section 404(b). To maintain compliance with Section 404 we are engaged in a process to document and evaluate our internal control over
financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially
engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting,
continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement
a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that
we will not be able to conclude that our internal control over financial reporting is effective as required by Section 404. If we identify
one or more significant deficiencies, it could result in an adverse reaction in the financial markets due to a loss of confidence in the
reliability of our financial statements. As a result, the market price of our Ordinary Shares could be negatively affected, and we could
become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which
could require additional financial and management resources.
36
If we were deemed to be an investment company
under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for
us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results
of operations.
Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company
generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being,
engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages,
or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to
acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in
either of those sections of the 1940 Act.
Notwithstanding Sections 3(a)(1)(A) and (C) of the 1940 Act,
we are a research and development company and comply with the safe harbor requirements of Rule 3a-8 of the 1940 Act. We intend to conduct
our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions
imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical
for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results
of operations.
Risks Relating to Our Incorporation in Luxembourg
The rights of our shareholders may differ from the rights they
would have as shareholders of a United States corporation, which could adversely impact trading in our Ordinary Shares and our ability
to conduct equity financings.
The Company’s corporate affairs are governed by the Company’s
articles of association and the laws of Luxembourg, including the Luxembourg Company Law, as amended from time to time (loi
du 10 août 1915 concernant les sociétés commerciales, telle qu’elle a été modifiée). The rights
of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to
a corporation incorporated in the United States. For example, under Delaware law, the board of directors of a Delaware corporation bears
the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware
corporation owe fiduciary duties of care and loyalty to the corporation and its 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 a company; and (ii) exercise the care, diligence,
and skill that a reasonably prudent person would exercise in a similar position and under comparable circumstances. Additionally, under
Delaware law, a shareholder may bring a derivative action on behalf of a company to enforce a company’s rights. 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 members of our board of directors, which may be initiated by the general meeting of the shareholders,
or, subject to certain conditions, by minority shareholders holding together at least 10% of the voting rights in the company). Further,
under Luxembourg law, there may be less publicly available information about us than is regularly published by or about U.S. issuers.
In addition, Luxembourg laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United
States, and Luxembourg laws and regulations in respect of corporate governance matters might not be as protective of minority shareholders
as are state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests
in connection with actions taken by our directors, officers or principal shareholders than they would as shareholders of a corporation
incorporated in the United States. As a result of these differences, our shareholders may have more difficulty protecting their interests
than they would as shareholders of a U.S. issuer.
37
The Company is organized under the laws of Luxembourg and a substantial
amount of its assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original
actions against us or the members of our board of directors in the United States.
The Company is organized under the laws of the Grand Duchy of
Luxembourg. Most of the members of our board of directors, our senior management and the experts named in this Annual Report reside outside
the United States and a substantial portion of their assets are located outside the United States. As a result, it may not be possible
for you to effect service of process within the United States upon these individuals or upon us or to enforce judgments obtained in U.S.
courts based on the civil liability provisions of the U.S. securities laws against us in the United States. Awards of punitive damages
in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg and penalty clauses and similar clauses
on damages or liquidated damages are allowed to the extent that they provide for a reasonable level of damages and the courts of Luxembourg
have the right to reduce or increase the amount thereof if it is unreasonably high or low.
As there is no treaty in force
on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy
of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment
obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction
in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability
in Luxembourg courts of judgments rendered by U.S. courts will be subject, prior to any enforcement in Luxembourg, to the procedure and
the conditions set forth in the Luxembourg procedural code, which conditions may include that:
| • |
the judgment of the U.S. court is final and enforceable (exécutoire) in the United States; |
| • |
the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both
with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); |
| • |
the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts. Based on recent
case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg
court; |
| • |
the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present
a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant;
|
| • |
the U.S. court has acted in accordance with its own procedural laws; and |
| • |
the decisions and the considerations of the U.S. court must not be contrary to Luxembourg international public policy rules, must
not have been given in proceedings of a tax or criminal nature and must not have been rendered subsequent to an evasion of Luxembourg
law (fraude à la loi). |
In addition, actions brought in a Luxembourg court against us,
the members of our board of directors, our officers or the experts named herein to enforce liabilities based on U.S. federal securities
laws may be subject to certain restrictions. In particular, Luxembourg courts do generally not award punitive damages. It is possible
that awards of damages made under civil liabilities provisions of the U.S. federal securities laws or other laws (for example, fines or
punitive damages) would be classified by Luxembourg courts as being of a penal or punitive nature and would not be recognized by Luxembourg
courts. Ordinarily an award of monetary damages would not be considered as a penalty, but if the monetary damages include punitive damages,
such punitive damages may be considered as a penalty.
Derivative actions are generally not available to shareholders
under Luxembourg law. However, minority shareholders holding securities entitled to 10% of the voting rights at the general meeting that
resolved on the granting of discharge to the directors may bring an action against the directors on behalf of the company. Minority shareholders
holding at least 10% of the voting rights of a company may also ask the directors questions in writing concerning acts of management of
the company or one of its subsidiaries, and if the company fails to answer these questions within one month, these shareholders may apply
to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management. This provision of Luxembourg
law does not apply to claims under the U.S. federal securities laws. Furthermore, consideration would be given by a Luxembourg court in
summary proceedings to acts that are alleged to constitute an abuse of majority rights against the minority shareholders.
38
Litigation in Luxembourg also is subject to rules of procedure
that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and
the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all documents submitted
to the court would, in principle, have to be translated into French or German.
There exists no published case law in Luxembourg in relation
to the recognition of limited recourse provisions by which a party agrees to limit its recourse against the other party to the assets
available at any given point in time with such other party and there exists no published case law in Luxembourg in relation to the recognition
of foreign law governed subordination provisions whereby a party agrees to subordinate its claims of another party. If a Luxembourg court
had to analyze the enforceability of such provisions, it is likely that such a court would consider the position taken by Belgian and
Luxembourg legal scholars according to which limited recourse provisions are enforceable against the parties thereto but not against third
parties.
A contractual provision allowing the service of process against
a party to a service agent could be overridden by Luxembourg statutory provisions allowing the valid serving of process against a party
subject to and in accordance with the laws of the country where such party is domiciled.
For these reasons, it may be difficult for a U.S. investor to
bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against
us, the members of our board of directors, our executive officers and the experts named in this Annual Report. In addition, even if a
judgment against us, the non-U.S. members of our board of directors, senior management or the experts named in this Annual Report based
on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S.
or Luxembourg courts.
Luxembourg and European insolvency and bankruptcy laws are substantially
different than U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy
laws.
As a company organized under the laws of Luxembourg and with
its registered office in Luxembourg, the Company is subject to Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings
are initiated against us including, among other things, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency
proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply
to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings
initiated against us. Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our shareholders
less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount
they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.
ITEM 4.
INFORMATION ON THE COMPANY
4.A. History
and Development of the Company
We were organized under the laws of the Grand Duchy of Luxembourg
(“Luxembourg”) as a private limited liability company (société à responsabilité limitée) on April
10, 2014 and converted into a public limited liability company (société anonyme) under the laws of Luxembourg on November 10,
2020 by competing the Initial Public Offering of our Ordinary Shares and their listing on Nasdaq Global Market. As part of the conversion
we executed a 1:8.234 reverse share split. Our registered office is located at 63-65 rue de Merl, L-2146 Luxembourg and our telephone
number at this address is +352-2040119020.
Our principal executive offices are located at 10 Habarzel Street,
Tel Aviv, 6971014, Israel. Our telephone number at this address is +972-73-372-3107. Our website address is https:// neogames.com. The
information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into,
this Annual Report. We have included our website address as an inactive textual reference only. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with
the SEC at www.sec.gov. Under the rules of the SEC, we are currently eligible for treatment as a “foreign private issuer.”
As a “foreign private issuer,” we will not be required to file periodic reports and financial statements with the SEC as frequently
or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange
Act. Our agent for service of process in the United States is Puglisi & Associates and its address is 850 Library Avenue, Suite 204,
Newark, DE 19711.
39
For a description of our principal capital expenditures and divestitures
for the three years ended December 31, 2021 and for those currently in progress, see Item 5. “Operating
and Financial Review and Prospects.”
4.B. Business
Overview
Our Company
We are a technology-driven business that is an innovator in the
lottery industry. As a global B2G and B2B technology and service provider to state lotteries and other lottery operators, we offer our
customers a full-service solution that includes all of the elements required for the offering of lottery games, including Instants and
DBGs (both as defined below), via personal computers, smartphones and handheld devices (“iLottery”). These elements include
technology platforms, a range of value-added services and a game studio with a large portfolio of games. The value-added services that
we offer facilitate various aspects of the iLottery offering including regulation and compliance, payment processing, risk management,
player relationship management and player value optimization. Our complete solution allows our customers to enjoy the benefits of marketing
their brands and generating traffic to their iLottery sales channels. We believe that we are the only full-service company exclusively
focused on the iLottery industry.
NeoGames was established as an
independent company in 2014, following a spin-off from Aspire Global Plc (formerly known as NeoPoint Technologies Limited) (“Aspire”
and, together with its subsidiaries, the “Aspire Group”), formerly a B2C and B2B, and currently a B2B service provider in
the iGaming industry. Prior to the spin-off from Aspire, our management team was responsible for the iLottery business of Aspire, which
derived the majority of its revenues from the sale of iLottery games to various lotteries in Europe. In 2014, we began to focus on the
U.S. iLottery market, which opened in 2012 with the introduction of online lottery ticket sales in Illinois. In order to access this significant
market opportunity, we partnered with Pollard Banknote Limited (“Pollard”), one of the leading vendors to the global lottery
industry. In 2014, we signed our first turnkey solution contract in the United States with the MSL, as a sub-contractor to Pollard.
In July 2014 we formed NPI, a joint venture with Pollard, for
the purpose of identifying, pursuing, winning and executing iLottery contracts in the North American lottery market. NPI combines the
Company’s technology and iLottery business and operational experience with Pollard’s infrastructure, administrative capabilities
and relationships with lotteries in North America. NPI is managed by an executive board of four members, consisting of two members appointed
by NeoGames and two members appointed by Pollard. NPI has its own general manager and dedicated workforce and operates as a separate entity.
However, it relies on NeoGames and Pollard for certain services, such as technology development, business operations and support services
from NeoGames and corporate services, including legal, banking and certain human resources services, from Pollard.
Since its inception, NPI has secured iLottery contracts with
the VAL, the NHL (as a sub-contractor to Intralot), the NCEL and the AGLC. All of our iLottery business in North America is conducted
through NPI, except in Michigan, where the contract is between the MSL and Pollard and we support the Michigan iLottery as a subcontractor
of Pollard. We continue to conduct all of our business outside of North America through NeoGames.
We are a 100% digital business that is using technology to transform
the traditional retail-based lottery market. Lotteries are a crucial revenue source for our customers as they provide much-needed contributions
to state budgets to fund public projects and initiatives. The iLottery industry, and we as a company, benefit from long-term, multi-year
contracts with our customers that generally start with an initial term of four to seven years with additional embedded extension option.
Moreover, our software-as-a-service business model allows our platform to be highly scalable in a growing industry while benefitting from
a visible revenue stream tied to our customers’ gaming revenues. There are also significant barriers to enter the iLottery industry
due to complexities surrounding regulatory and government contracts and specialized technology requirements. Understanding these dynamics,
we have developed a leading market position in the United States. We currently provide iLottery solutions to the largest number of U.S.
iLottery customers, including the highest-grossing iLottery program in the United States (the Michigan iLottery). Our revenues (which,
as discussed in “Financial Condition and Results of Operations - Components of Results
of Operations - Revenues,” excludes our NPI Revenues Interest (as defined therein)) were $50.5 million for the
year ended December 31, 2021, an increase of 2.6% compared to our revenues of $49.2 million for the year ended December 31, 2020, and
were $33.1 million for the year ended December 31, 2019 representing an increase of 48.8%.
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Our Solutions and Services
We offer iLottery solutions through two distinct business lines - turnkey
solutions and games. Our turnkey solutions are tailored to each customer and can include a combination of any of our platforms, value-added
services and game studio. Our games offering is related to our game studio, but consists solely of offering our portfolio of iLottery
games to lotteries.
We also provide certain software development services to the
Aspire Group and NPI and sub-license certain platforms to William Hill. For more information on our contracts with William Hill and Aspire,
see “Related Party Transactions.”
Our Technology Platforms
Though the forms of lottery games vary, the basic structure of
all lottery games involves the drawing of numbers at random for the chance of winning a cash prize. Lottery has generally been separated
into two primary products:
| • |
draw based games (“DBGs”), such as Powerball, in which players select numbers and the winning combination or ticket is
determined by a scheduled draw; and |
| • |
instant tickets (“Instants”) in which players can instantly reveal a pre-determined result through which they can learn
whether their ticket entitles them to a prize. |
NeoSphere
The central technology platform we offer, NeoSphere, delivers
comprehensive iLottery capabilities through its player account management (“PAM”) module, and acts as the system of record
for all transactions.
The NeoSphere platform provides and controls the functionality
related to the management of players throughout their entire lifecycle. This includes registration (regardless of the digital channel
used by the player), age and identification verification, geolocation sign-in, responsible gaming monitoring, product usage, issue resolution,
player compliance, player retention, marketing and player services, as well as the functionality required for wallet transactions. The
PAM module is where we collect, process and record every transaction associated with a player’s identification across the entire
turnkey solution. The data collected through these online interactions give us an insight into player preferences, and consequently inform
the execution of player segmentation strategies to drive insightful iLottery campaigns. Utilizing our responsible gaming and compliance
features embedded throughout our solution, we also monitor gaming activity and provide controls and alerts customized for each player’s
profile.
We believe the highly flexible and versatile PAM that we offer
can power the management and operations of many forms of online gaming and is trusted by our customers for its performance and reliability.
For example, this PAM serves as the central platform for William Hill’s U.S. online sports betting and iGaming offerings, supports
the significant growth of lottery and casino games and sports betting under our agreement with Sazka and powers the entire suite of iGaming
offerings under our agreement with the AGLC.
NeoDraw
NeoDraw is one of only four central gaming systems certified
by the U.S. Multi-State Lottery Association for the issuance, sale and operation of DBGs. The proprietary technology of NeoDraw has been
developed specifically for the iLottery market and online players and is fully-integrated with the NeoSphere platform to facilitate the
rapid implementation of DBGs as part of the complete turnkey solution.
NeoDraw is an example of specialized technology. Providers of
online casino games or sports betting typically cannot apply their technology used for online casino and sports betting to DBG offerings
given the multifaceted nuances of lottery game mechanics and math.
The main advantages of NeoDraw include:
| • |
Greater flexibility for the lottery - NeoDraw can operate independently or in
parallel with an existing retail central lottery system and is not constrained by limitations of traditional lottery systems. |
41
| • |
Quicker time to market - NeoDraw is fully-integrated with NeoSphere. This reduces
the complexity, resources and time required to integrate with a third-party system to launch traditional games. |
| • |
Additional functionality - NeoDraw enables us and our lottery customers to introduce
new innovations related to online purchase flows, shopping cart functionality and in-game features that are in some cases not available
with legacy central lottery systems. |
Currently, all of our U.S. customers have opted to employ NeoDraw
to launch their iLottery offerings.
NeoPlay
NeoPlay is the technology platform we offer that manages online
Instants. It facilitates configurations, including prize tables, payouts, ticket series setups, ticket price points and many other variables,
and supports channels, including mobile, desktop and applications.
Our Services
With more than ten years of experience in the iLottery industry
(including our management team’s operation of the iLottery business of Aspire), we have gained substantial knowledge and direct
experience in the full spectrum of marketing and business operations which is essential to enable the revenue growth of our customers.
The insights that we continue to gain from our broad view of analytics, game performance, player support, payment solutions management
and more allows us to act as a strategic partner to our customers in jointly developing their iLottery businesses.
We provide services to our customers across four key areas: marketing
operations, player operations, technology operations and business operations.
| • |
Marketing operations - we provide targeted marketing services and data analytics
to our North American customers through the entire player lifecycle, from digital acquisition and onboarding to game participation. Such
operations include: |
| - |
implementation of promotional campaigns tailored to player segments; |
| - |
maximization of the return generated from a player; |
| - |
results-based analytics of player behavior; |
| - |
player-level segmentation-based evaluation of the player’s activity status, game orientation, deposit characteristics, reaction
to previous promotional campaigns and account balance status; |
| - |
predictive analysis of the lifetime value of players acquired from different marketing and promotional campaigns; and |
| - |
information regarding the decision on which player acquisition strategies and marketing campaigns to focus and which to abandon.
|
| • |
Player operations - leveraging years of experience managing players on behalf of our customers,
we provide to our North American customers various services designed to offer the best possible services to iLottery players. Such operations
include: |
| - |
a customer service center based in Lansing, Michigan, which services our North American customers; |
| - |
responsible gaming services to proactively detect and react to player gaming behaviors; |
| - |
compliance services including anti-money-laundering (“AML”) and know-your-customer solutions to meet the customer’s
local requirements; and |
| - |
facilitating the flow of funds throughout the entire player lifecycle, from funding to cash-outs. |
42
| • |
Technology operations - these operations, which we provide to many of our customers,
are meant to provide the full spectrum of monitoring and maintenance of the platforms we deploy for our customers and protect the integrity
of our back-end iLottery software. Such operations include: |
| - |
the deployment of our technology platforms in the form of a SaaS offering; |
| - |
ongoing deployments of advanced versions of our software; |
| - |
handling of all reported production incidents; |
| - |
verification of technological defects, and potential escalation to the development team; and |
| - |
monitoring the network’s performance for degradation and potentially fraudulent activity. |
| • |
Business operations - we facilitate payment processing services by third-party
vendors and manage customer-facing personnel. Such operations include: |
| - |
integrating third-party payment solutions into our platforms to allow for credit and debit card transactions and bank transfers;
|
| - |
serving as merchant of record on behalf of our customers; |
| - |
recruiting, training and managing customer service representatives; and |
| - |
developing and managing the project plan required to deploy each solution. |
Our Game Studio
We believe that, while operating the iLottery business of
Aspire, we were the first to build a separate business unit exclusively for the development of iLottery games. We believe that we have
one of the largest iLottery game portfolios in the global lottery industry, having produced more than 350 proprietary games.
We believe that the competitive advantage of our exclusive focus
on iLottery platforms also extends to our game studio. Games offered by lotteries need to comply with strict regulations and guidelines.
We believe that our focus solely on iLottery enables us to produce the best iLottery games that meet such regulations and guidelines,
while providing an entertaining and diverse player experience. We believe this ability is derived from our vast experience and deep understanding
of the boundaries established by such regulations and guidelines and our proven ability to “innovate inside the box.”
Our games are developed by the highly dedicated members of our
studio with experience across art design and advanced multimedia animations, software development, engineering and mathematics. Prior
to and during the production of a game, we consider a number of fundamental factors, including:
| • |
Entertainment value - the level of player interaction as part of the game, the
complexity level of playing the game, the multimedia experience (design, animation and audio), and the duration of a game. |
| • |
Mathematics - controlling the risk level of the game and optimizing the game
experience to the risk profile of iLottery players (given the target payout ratio). |
43
Competitive Landscape
In order to protect the lottery’s stability and dependability
as a source of funding for government budgets, governments have instituted practices and protocols that prospective vendors to the lotteries
must follow in order to compete for lottery contracts, including the:
| • |
use of complex official public procurement processes, requiring substantial commitments from participating vendors, such as performance
bonds; |
| • |
inclusion of termination at will provisions in contracts; and |
| • |
requirement for specialized technology specifically for lottery that complies with lottery rules. |
Governments also have tended not to frequently change lottery
vendors while lottery operations are ongoing, to avoid the risks inherent to such change. Currently, the number of companies that service
the lottery industry is limited given the meaningful cost and required expertise.
The iLottery industry shares many characteristics with the traditional
lottery industry, including an important role within government budgets, a high degree of regulation, limited competition and a long procurement
process. These shared characteristics include:
| • |
long sale cycles and substantial upfront investment; |
| • |
long-term relationships with limited turnover; and |
| • |
growth alongside other forms of gambling. |
iLottery has been able to grow alongside the traditional lottery,
suggesting that typical iLottery players may have a distinct profile from that of typical traditional retail lottery players.
Launching a full iLottery program requires a considerable upfront
investment in time and capital to develop what we refer to as “specialized technology” (the technology that is developed specifically
for the lottery industry and requires considerable expertise), create a portfolio of tailored games and establish facilities to host the
operations and data processing within the jurisdiction in which iLottery is offered.
Unlike in traditional retail lottery, where a single state may
have multiple service providers for Instants and a separate service provider for DBGs, for iLottery a customer typically expects
a single service provider to support the full suite of Instants and DBGs. These upfront investments are further amplified by a procurement
process for government customers that involves significant restrictions and formalities, and a general requirement for an iLottery provider
to deposit performance bonds to guaranty the program’s level of performance.
While competition in the lottery industry is limited as a result
of various barriers explained above, the innovative nature of iLottery created an opportunity for a singularly-focused company to enter
and compete with long-time incumbents of traditional lottery. Our experience suggests that brand awareness, compelling customer business
results and credibility in solid delivery and services will remain vital for success within the iLottery industry. Just as it has with
traditional lottery, we believe this will lead to stable contracts with limited turnover.
We believe that the iLottery industry is less exposed to new
market entrants than other gambling markets, due to the considerable barriers to entry imposed by the government procurement process,
regulations and the need for specialized technology, among other factors. There is, however, intense competition among the few existing
iLottery providers with respect to new iLottery contracts. We compete both for contracts to supply our full turnkey solution and for contracts
to supply our portfolio of games.
We compete primarily against International Game Technology PLC
(“IGT”), Scientific Games Corp. (“SGMS”) and Intralot for turnkey solutions contracts. With the exception of Intralot,
we compete against the same companies for game contracts, in addition to several other companies, such as Instant Win Gaming Ltd. Although
these other companies, which do not offer turnkey solutions, may capture some content market share, they will need to host their games
on platforms like ours. Other companies may in the future choose to enter the iLottery industry, but we believe the expertise and experience
required to build and operate a successful iLottery technology platform will limit this expansion.
We have deployed our turnkey solution to more U.S. lotteries
that engaged a full-service iLottery provider than any of our competitors.
44
Our Competitive Strengths
Technology design and flexibility
Our focus on iLottery allows us to prioritize the improvement
of our iLottery technology and services ahead of other business opportunities. We believe that our focus on iLottery solutions, building
upon years of expertise and deep exposure to U.S. customers, has given us a superior understanding of iLottery customers and players that
allows us to continue to outperform our competitors in iLottery solutions and games.
The fully-integrated iLottery turnkey solution that we offer
is designed to be flexible, responsive and readily adaptable to meet each customer’s needs, as well as support future growth and
innovation over time. The open architecture we utilize in the development of our technology provides several benefits to our customers.
With a single code base, our platforms can be continuously adapted and improved without any hindrance or restrictions from third-party
suppliers. This means that all of our customers can run the same core software version and receive the same advancements and updates in
a relatively short period of time, allowing us to evolve our platforms and games at a fast pace and large scale.
In-house game studio
We have produced more than 350 proprietary iLottery games, and
we operate our own in-house game studio. Historically, our games have performed strongly relative to our competitors’ in terms of
profitability and popularity. Our game studio allows us to offer our customers a complete solution, while certain of our competitors must
use third party vendors in order to provide their customers with games. In addition, our extensive game portfolio allows us to extend
our customer base to customers who do not need our full turnkey solution, but are looking to expand their online games offering for greater
variety of entertaining content.
iLottery business operations experience
Our experience as a B2C and B2B gaming operator, initially within
Aspire, followed by years of hands-on experience managing players on behalf of our U.S. customers as part of our player operations service,
has helped inform how we manage and engage iLottery players. We have also gained substantial knowledge about the iLottery market and its
participants in the past decade through our operations in Europe and the United States. Our experience provides us a deep understanding
of the characteristics of iLottery players, allowing us to customize our solutions to such players’ needs and interests.
We analyze our customers’ player game data daily to gain
insights into game play mechanics and player preferences across multiple jurisdictions. Our focus is on the players and understanding
their characteristics, perception of gambling, loyalty to the lottery brand and other attributes. We believe this understanding has contributed
to the success of our game studio.
Time to market
We have deployed our turnkey solution to more U.S. lotteries
that engaged a full-service iLottery provider than any of our competitors. The experience we gained in such deployments has allowed us
to improve our implementation process and shorten our time to market. In addition, because our central lottery system is already fully-integrated
with our turnkey solution, we are able to reduce the complexity, resources and time involved in the integration of third-party systems,
which also contributes to shorter time to market. For example, we launched our turnkey solution for the NHL within seven months of being
awarded the contract.
Brand awareness and credibility
Given the important role of lotteries in government budgets,
winning the trust of customers is critical for lottery platform and service providers to be awarded new contracts, and reputation and
brand are important to winning that trust. While only entering the U.S. market in 2014, we believe we have emerged as a well-known and
respected name in the iLottery industry in the United States and globally because of our performance supporting our customers’ growth.
The Michigan iLottery has served as a model to other U.S. states seeking to offer iLottery, and we believe that state lotteries are aware
of our operating acumen and the role our technology has played in driving that success.
45
Cooperation with various market players
Our openness to pursue opportunities that bring together strengths
from different vendors has brought us to successfully cooperate with other vendors in the iLottery industry. We believe this approach
allows us access to contracts that would otherwise have not been available for public procurement. For example, with respect to the NHL,
we serve as a sub-contractor to Intralot and, with respect to the AGLC, we are cooperating with IGT to offer access to their suite of
casino games, an area in which they specialize, to the benefit of the offering. We expect to continue to see similar opportunities, including
opportunities to provide our successful game portfolio in cooperation with other vendors to the benefit of the state lotteries.
Revenues
Revenues for the Company by category of activity are as follows:
|
For the year ended December 31, |
||||||||||||
|
2021 |
2020 |
2019 |
||||||||||
|
U.S. dollars (in millions) |
||||||||||||
|
Turnkey contracts: |
||||||||||||
|
North America |
22.9 |
26.8 |
13.3 |
|||||||||
|
Europe |
7.0 |
5.4 |
3.9 |
|||||||||
|
Games: |
||||||||||||
|
North America |
||||||||||||
|
Europe |
2.0 |
2.1 |
2.2 |
|||||||||
|
Total royalties |
31.9 |
34.3 |
19.4 |
|||||||||
|
Development and other services from Aspire |
1.6 |
2.4 |
4.1 |
|||||||||
|
Development and other services from NPI |
7.6 |
4.4 |
2.9 |
|||||||||
|
Development and other services from Michigan Joint Operation |
1.4 |
1.4 |
1.0 |
|||||||||
|
Total Development and other services |
10.6 |
8.2 |
8.0 |
|||||||||
|
Access to IP rights |
8.0 |
6.7 |
5.6 |
|||||||||
|
Total |
50.4 |
49.2 |
33.0 |
|||||||||
Our Growth Strategy
Our growth strategy is built upon five pillars:
| • |
expanding the penetration of our existing customer contracts; |
| • |
winning new turnkey contracts in the United States; |
| • |
growing our game studio customer base; |
| • |
expanding the scope of our existing customer contracts; and |
| • |
expanding our range of offerings and geographical presence. |
Increase iLottery Penetration within Existing
Markets
Based on our performance in Michigan and more recent turnkey
solution launches such as in Virginia, as well as on our prior experience in certain European markets, we believe there remains considerable
room for growth above the current level of iLottery Penetration in the United States. Leveraging our operational expertise and technology,
we plan to work closely with our customers to strengthen the reach of our offering in each market.
46
Increase Scope of Existing Customer Contracts
Certain of our contracts only include some of the platforms and
services we can provide. We believe there is significant potential to offer additional games and services, including feature enhancements,
to our existing customers in the future. For example, when we procured our contract with the VAL in 2015, we offered only online subscription
DBGs However, in March 2020, following a change in legislation, the VAL chose to expand our contract to include both Instants and DBG
offerings. The offering under the expanded contract launched in July 2020 and has an initial term through 2026 plus the option to extend
for five additional years. A number of our contracts are in their early years and, as such, provide us ample time to expand the offerings
we provide to our existing customers.
We have gained substantial knowledge about the iLottery market
and its participants in the past decade through our operations in Europe and the United States, and our experience provides us with a
deep understanding of the characteristics of iLottery players, allowing us to customize our solutions to such players’ needs and
interests.
Win New Contracts in the United States
We are a market leader in iLottery in the United States. With 67%
market share of U.S. iLottery gross wagers in 2021 according to Eilers& Krejcik Gaming’s U.S. iLottery Tracker, we drive a majority
of U.S. iLottery GGR.
We continuously seek to expand our operations in the U.S. by securing
new contracts. While lottery is offered in 45 states and the District of Columbia, iLottery Instants or DBGs are currently offered in
only nine states and the District of Columbia as depicted in the map below (excluding states that offer only subscription-based iLottery).
As a result, 70% of the U.S. population in states that offer lotteries do not currently have access to iLotteries.
Grow our Game Studio Customer Base
We intend to further expand our revenue base by offering our
popular iLottery games to new customers who use the platforms of other iLottery providers. We currently operate five contracts in Europe
pursuant to which we only provide games, including our most recent launch of Instant games on Lottomatica’s gaming platforms in
October 2021, and we plan to expand this offering model into the United States and Canada.
Expanding our Range of Offerings and Geographical Presence
We are currently focused on expanding our North American business
to become the dominant iLottery provider in the market. In doing so, we invest our resources and expertise into building top-tier iLottery
technology and content. With a history of successful iLottery offerings developed for the North American market, we believe we have the
ability to expand our offerings around the world. While we are currently focused on the North American market, we may decide to pursue
additional opportunities around the world in the future.
Furthermore, while we have focused our efforts on iLottery technology
and content so far, we may decide to pursue additional opportunities, such as the offering of gaming products like online casino and sports
betting. As demonstrated by our PAM development for William Hill and the broad scope of services we provide to Sazka and the AGLC, we
believe that we can expand our offering to other gaming products.
Seasonality
Our quarterly results of operations may vary as a result of seasonal
fluctuations during periods such as holidays and weather conditions, during which users spend increased time on entertainment, including
games and mobile applications, which increases our customers’ usage of our advertising network and other solutions and may impact
our revenue. We may also experience fluctuations due to factors that may be outside of our control that drive usage up or down. While
we believe that this seasonality has affected and will continue to affect our quarterly results, our rapid growth has largely masked seasonal
trends to date.
47
Intellectual property
We currently own most of the intellectual property required for
our operations and control the remainder of the intellectual property required for our operations through a perpetual, assignable license.
Most of the intellectual property we use is created by us or
by related parties. See “Related Party Transactions - Relationship with Aspire - Aspire
Software License Agreement.” We have also obtained rights to use intellectual property of third parties through licenses
and service agreements with those third parties. Although we believe these licenses are sufficient for the current operation of the Company,
such licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods.
We believe that we have the personnel needed to manage and adapt our intellectual property as necessary to support our business operations.
Most of our intellectual property is in the form of rights in
software code and trade secrets that we use in the operation of our iLottery offering and related services, as well as registered and
unregistered trademarks. We rely on a combination of copyright, trademark and trade secret laws in the United States and other jurisdictions,
as well as license agreements and other contractual protections, to protect our proprietary technology. We also protect our intellectual
property rights by implementing a policy that requires our employees and independent contractors involved in development of intellectual
property to enter into agreements acknowledging that all intellectual property generated or conceived by them on our behalf are our property,
and assigning to us any rights that they may claim or otherwise have in those works or property, to the extent allowable under applicable
law. Our confidential information is protected by a combination of information security systems and non-disclosure agreements with third
parties, including our employees and independent contractors.
Our agreements with business partners and lotteries to which
we provide our iLottery offering and services contain provisions safeguarding our rights to our intellectual property.
Regulation
The provision of the PAM module and operation of lotteries in
the United States and internationally is subject to extensive regulation. Although certain features of a lottery (such as the limited
number of lotteries, the percentage of gross sales that must be paid back to players in prize money and the allocation of revenues generated
from gross sales) are usually set by legislation, lottery regulatory authorities (and, occasionally, the lottery corporation itself) generally
exercise significant discretion, including with respect to the determination of the types of games played, the price of each wager, the
manner in which the lottery is marketed and the selection of suppliers of equipment, technology and services, and retailers of lottery
products.
To ensure the integrity of contract awards and lottery operations,
most U.S. jurisdictions require detailed background disclosure on a continuous basis from, and conduct background investigations of, vendors
and their officers, directors, subsidiaries, affiliates and principal stockholders. Background investigations of the vendors’ employees
who will be directly responsible for the operation of lottery systems are also occasionally conducted and most states reserve the right
to require the removal of employees who they deem to be unsuitable or whose presence they believe may adversely affect the operational
security or integrity of the lottery. Certain jurisdictions also require extensive personal and financial disclosure and background checks
from persons and entities that hold (either legally, beneficially or through voting rights) a specified percentage (typically five percent
or more) of a vendor’s securities. Although most jurisdictions provide that “institutional investors” (as defined by
a particular jurisdiction) can seek a waiver of these requirements, the granting of such a waiver may be conditioned on a regulatory investigation
designed to ascertain that the applicant meets the definition of “institutional investor.”
The failure of our officers, directors and holders of our Ordinary
Shares to submit to background checks and provide such disclosure could result in the imposition of penalties and could jeopardize the
award of a contract to us or provide grounds for termination of an existing contract. Generally, any person or entity who fails or refuses
to apply for a finding of suitability or a license within the prescribed period after being advised by a competent authority that such
person or entity is required to do so may be found unsuitable or denied a license, as applicable. If any director, officer, employee or
significant shareholder is found unsuitable (including due to the failure to submit required documentation) by a competent regulator or
authority, we may deem it necessary, or be required, to sever our relationship with such person or entity.
Furthermore, we may be subject to disciplinary action or our
licenses may be in peril if, after we receive notice that a person or entity is unsuitable, we (i) pay that person or entity any dividend
or interest upon our Ordinary Shares, (ii) allow that person or entity to exercise, directly or indirectly, any voting right conferred
through Ordinary Shares held by that person or entity, (iii) pay remuneration in any form to that person or entity for services rendered
or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person or entity to relinquish its Ordinary Shares.
48
Subject to all applicable law and regulation, our articles of
association provide for the suspension of certain rights attached to our Ordinary Shares that are held by unsuitable shareholders and
the disposal of any of our Ordinary Shares owned or controlled by an unsuitable person or its affiliates by transfer to one or more third-party
transferees. If such unsuitable person fails to dispose of our Ordinary Shares within the required period of time, we may in good faith
dispose (or procure the disposal) of such Ordinary Shares to a designated third party at the highest price reasonably attainable or, subject
to applicable law and regulation and our articles of association, acquire such Ordinary Shares by way of a redemption.
The awarding of lottery contracts and ongoing operations of lotteries
in international jurisdictions is also extensively regulated, although international regulations typically vary from those prevailing
in the United States and tend to focus more on the vendor and its senior management, rather than on individual shareholders.
The U.S. federal Wire Act of 1961 (the “Wire Act”)
provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility for the transmission
in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting event or
contest, or for the transmission of a wire communication which entitles the recipient to receive money or credit as a result of bets or
wagers, or for information assisting in the placing of bets or wagers, will be fined or imprisoned, or both. In 2011, the U.S. Department
of Justice issued an opinion (the “2011 Opinion”) to the effect that the conduct prohibited by the Wire Act was limited to
sports gambling.
In January 2019, the U.S. Department of Justice Office
of Legal Counsel (“DOJ”) published an opinion (“2019 Opinion”) that reinterpreted the statutory provisions of
the Wire Act, 18 U.S.C. §1084 concluding that the prohibitions contained in the statute apply not only to sports gambling, but to
all types of gaming. This reversal of the 2011 Opinion of the DOJ created uncertainty as to the lawfulness of the interstate transmission
of data associated with lawful state lotteries. On January 15, 2019, the Deputy Attorney General issued a memorandum stating
that Department of Justice attorneys should adhere to the 2019 Opinion, but that as an exercise of discretion, the Department would refrain
from applying the new interpretation to persons who engaged in conduct in reliance on the interpretation set forth in the 2011 Opinion
prior to the date of the 2019 Opinion and for 90 days thereafter. On February 15, 2019, NPI filed a complaint for declaratory
relief and a motion for summary judgment with the U.S. District Court for the District of New Hampshire (the “District
Court”) requesting a formal declaratory judgement that the Wire Act does not prohibit the use of a wire communication facility to
transmit in interstate commerce bets, wagers, receipts, money, credits, or any other information related to any type of gaming other than
gambling on sporting events and contests.
In June 2019, the U.S. District Court ruled in favor of NPI
and declared (without qualification) that the Wire Act applies only to transmissions related to bets or wagers on a sporting event or
contest. The U.S. District Court further directed that the 2019 Opinion be “set aside”. The DOJ filed a notice of appeal to
the First Circuit of the US Court of Appeals on August 16, 2019 and its opening brief on December 20, 2019. NPI filed its response brief
on February 26, 2020. The DOJ’s reply brief was filed on May 22, 2020. Oral arguments were heard on June 28, 2020.
A decision of the First Circuit Court was received on January
20, 2021. The First Circuit Court ruled in favor of NPI and unequivocally affirmed the decision of the District Court that the federal
Wire Act is limited to sports betting and therefore, does not pertain to state‐run lotteries. By upholding the 2011 interpretation
that the Wire Act applies only to bets and wagers on a sporting event or contest, this declaratory ruling provides complete relief to
NPI and the Company.
Having ruled that the declaratory judgment was appropriate and
would provide complete relief to the plaintiffs in respect of their current and future operations, the First Circuit Court vacated the
relief previously granted under the Administrative Procedures Act.
The DOJ did not appeal the decision of the First Circuit Court
to the US Supreme Court.
Social Responsibility and Responsible Gaming
We are committed to the integration of corporate social responsibility
within our businesses, supporting the continued generation of sustainable value and enhancing our ability to deliver on its strategic
objectives. We believe that our true value is reflected not simply by our balance sheet but through our intangible assets such as goodwill,
our people and our reputation. As a leader in the iLottery industry, we take our responsibilities to our customers and regulators seriously
and are focused on cooperating with both on issues of responsible gambling. We provide our customers with robust solutions that facilitate
responsible gaming for players, including embedded systems that assist in ensuring a safe playing environment for all. By embracing policies
and behaviors governing social responsibility, we create more valuable relationships with our stakeholders by demonstrating our focus
on managing material non-financial risks in the business.
Our responsible gaming platform features include:
| • |
Advanced self-management module, which enables players to define their responsible gaming
limits within a wide range of parameters; |
| • |
Operator-controlled module, which enables lottery customers to define and enforce policies
and limitations on their players; and |
| • |
Application programming interface, which connects to government and other gaming databases
to provide in-game alerts to remind players to play responsibly. |
49
Litigation
From time to time, we may be involved in various claims and legal proceedings related
to claims arising out of our operations. Other than as described above in “—Regulation,”
we are not currently a party to any material legal proceedings, including any such proceedings that are pending or threatened, of which
we are aware.
Employees
As of December 31, 2021, the Company had 154 employees located predominantly in Israel
and 2 employees located in the United States. Additionally, as of December 31, 2021 the Company had 211 dedicated contractors located
in Ukraine. Prior to Russia’s invasion of Ukraine in February 2022, 60 of our staff left Ukraine to neighboring countries with our
assistance, and 70 others left to western areas of the country.
Our goal is to attract and retain highly qualified and motivated
personnel. We also engage contractors to support our efforts. None of our employees and service providers are subject to a collective
bargaining agreement. We consider our employee relations to be good and we have never experienced a work stoppage.
We are committed to maintaining a working environment in which
diversity and equality of opportunity are actively promoted and all unlawful discrimination is not tolerated. We are committed to ensuring
employees are treated fairly and are not subjected to unfair or unlawful discrimination. We value diversity and to that end recognize
the educational and business benefits of diversity amongst our employees, applicants and other people with whom we have dealings.
4.C. Organizational
Structure
The legal name of our company is NeoGames S.A., and we are organized
under the laws of the Grand Duchy of Luxembourg. We have five wholly-owned subsidiaries: Neogames Systems Ltd. which is incorporated under
the laws of the State of Israel; Neogames Ukraine, which is incorporated under the laws of Ukraine; Neogames S.R.O, which is incorporated
under the laws the Czech Republic; NeoGames Connect S.à r.l., which is incorporated under the laws of the Grand Duchy of Luxembourg;
and Neogames US LLP, which is incorporated under the laws of the State of Delaware. We have two entities that we hold through Neogames
US LLP: one wholly-owned subsidiary, Neogames Solutions LLC, which is incorporated under the laws of the State of Delaware, and one joint
venture, NeoPollard Interative LLC, in which we hold a fifty percent membership interest and which is incorporated under the laws of the
State of Delaware.
NeoGames Corporate Structure
4.D. Property,
Plants and Equipment
The Company has an office in Tel Aviv, Israel, where it leases
approximately 27,200 square feet of office space. The lease for this facility was extended until April 14, 2022, and extended again for
an additional five years commencing on April 15, 2022. The lease will automatically extend for an additional five years unless we terminate
it upon prior notice. A large part of our development team is located in Kyiv, Ukraine. During 2021, we entered into a new lease
agreement with respect to office space in the area of approximately 1,966 square feet, designated to serve our team in Ukraine. The lease
for this facility will expire on June 2, 2029. NPI serves our iLottery customers in North America through an office space of approximately
18,100 square feet in Lansing, Michigan, USA. This facility is leased by Pollard iLottery Inc., and because it is used solely for the
benefit of the operations of NPI and the MSL, the Company participates in 50% of its monthly costs. The original lease agreement for the
facility expired on March 31, 2020, and was extended by seven years until March 31, 2027.
We believe that our current facilities are adequate to meet our
needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate
our foreseeable future operations.
50
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
You should read the following
discussion and analysis of our consolidated financial condition and results of operations in conjunction with our consolidated financial
statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves
numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Annual
Report. Actual results could differ materially from those contained in any forward-looking statements. Our
financial statements have been prepared in accordance with IFRS. See Item 3.D. “Key Information - Risk Factors” and “Cautionary
Statement Regarding Forward-Looking Statements.” The discussion of our operating and financial review and prospects for the year
ended December 31, 2019 compared to the year ended December 31, 2020, can be found in Part I, Item 5. of our Form
20-F filed on April 16, 2021,
as amended by Amendment No. 1 on Form 20-F filed on January 18, 2022.
Our Company
We are a technology-driven business that is an innovator in the
lottery industry. As a global B2G and B2B technology and service provider to state lotteries and other lottery operators, we offer our
customers a full-service solution that includes all of the elements required for the offering of lottery games, including Instants and
DBGs, via personal computers, smartphones and handheld devices. These elements include technology platforms, a range of value-added services
and a game studio with a large portfolio of games. The value-added services that we offer facilitate various aspects of the iLottery offering
including regulation and compliance, payment processing, risk management, player relationship management and player value optimization.
Our complete solution allows our customers to enjoy the benefits of marketing their brands and generating traffic to their iLottery sales
channels. We believe that we are the only full-service company exclusively focused on the iLottery industry.
NeoGames was established as an independent company in 2014, following
a spin-off from Aspire, a B2C and B2B service provider in the iGaming industry. Prior to the spin-off from Aspire, our management team
was responsible for the iLottery business of Aspire, which derived the majority of its revenues from the sale of iLottery games to various
lotteries in Europe. In 2014, we began to focus on the U.S. iLottery market, which opened in 2012 with the introduction of online lottery
ticket sales in Illinois. In order to access this significant market opportunity, we partnered with Pollard, one of the leading vendors
to the global lottery industry. In 2014, we signed our first turnkey solution contract in the United States with the MSL, as a sub-contractor
to Pollard.
In July 2014 we formed NPI, a joint venture with Pollard, for
the purpose of identifying, pursuing, winning and executing iLottery contracts in the North American lottery market. NPI combines the
Company’s technology and iLottery business and operational experience with Pollard’s infrastructure, administrative capabilities
and relationships with lotteries in North America. NPI is managed by an executive board of four members, consisting of two members appointed
by NeoGames and two members appointed by Pollard. NPI has its own general manager and dedicated workforce and operates as a separate entity.
However, it relies on NeoGames and Pollard for certain services, such as technology development, business operations and support services
from NeoGames and corporate services, including legal, banking and certain human resources services, from Pollard.
Since its inception, NPI has secured iLottery contracts with
the VAL, the NHL (as a sub-contractor to Intralot), the NCEL and the AGLC. All of our iLottery business in North America is conducted
through NPI, except in Michigan, where the contract is between the MSL and Pollard and we support the Michigan iLottery as a subcontractor
of Pollard. We continue to conduct all of our business outside of North America through NeoGames.
51
Our Customer Contracts
The core of our business model is our turnkey solution, which
is our main revenue generator and the area in which we invest most of our time and resources. Turnkey contracts generate long-term revenue
streams that we believe we can increase over time, as in Michigan, to provide a strong return on investment.
We currently have, directly and through Pollard, Intralot and
NPI, contracts to provide a turnkey solution to the MSL, the VAL, the NHL, the NCEL, the AGLC and Sazka. We already generate revenues
from all of these contracts. Our turnkey solution for the Michigan iLottery launched in August 2014, followed by our turnkey solution
for Sazka, which launched in 2017. Our turnkey solutions for the NHL and NCEL were launched in September 2018 and October 2019, respectively,
and the VAL began operating a full iLottery program in July 2020 and our turnkey solution for the AGLC launched on September 30, 2020.
The MSL Agreement was extended in December 2020 through July 2026.
In addition to our long-term turnkey contracts, we currently
have seven games contracts with European customers, and we believe that we will secure additional games contracts in the future.
Because we utilize the games that we develop for our turnkey contracts, our marginal costs for every additional games contract are not
significant. We therefore expect that as we increase our number of games contracts, our revenues from games contracts will become a more
significant part of our overall revenues, positively impacting our profitability.
For the years ended December 31, 2021, 2020 and 2019, we generated
15.8%, 13.6% and 17.1% of our revenues, respectively, from our contracts with William Hill and 3.2%, 4.9% and 12.4% of our revenues, respectively,
from our contracts with the Aspire Group. Although we expect these contracts to continue to represent a significant portion of our revenues
over the next few years, we expect that the proportion of our revenues generated from the Aspire Group will decline over time.
Our revenues from North America represented 79% and 80% of our
revenues in the years ended December 31, 2021 and 2020, respectively. NPI generates 100% of its revenues from North America.
NeoPollard Interactive
We generated 15% and 9.0% of our revenues in the years ended
December 31, 2021 and 2020, respectively, from services provided to NPI, such as development services. We account for the financial results
of NPI in our financial statements in accordance with the equity method. Although NPI’s results of operations can materially impact
our profit (loss), the results of operations of NPI are only reflected in one line item in our consolidated statements of comprehensive
income (loss) (Company’s share in gains (losses) of NPI) and our revenue and operating expenses do not reflect the results of operations
of NPI.
However, due to its materiality to our operational results, we have included the audited
financial statements of NPI for the years ended December 31, 2021 and 2020 in this Annual Report. In order to provide more visibility
into the results of operations of NPI, we have also included under “- Results of Operations of
NPI” below a discussion of the period to period comparison of NPI’s results of operations.
Factors Affecting our Financial Condition and Results of Operations
Our financial condition and results of operations have been,
and will continue to be, affected by a number of important factors, including the following:
iLottery Penetration
The iLottery Penetration in each of the markets where we provide
our turnkey solution varies and is dependent on a number of factors, including the range of iLottery products provided, the acceptable
forms of payments and iLottery marketing budgets. The level of iLottery Penetration in any market where we operate has a direct impact
on our or NPI’s revenues and any increase in iLottery Penetration is expected to increase such revenues.
Deregulation of lotteries in the United States
Lottery is a highly regulated industry. While lottery is offered
in 45 states and the District of Columbia, iLottery Instants or DBGs are currently offered in only nine states and the District of Columbia
(excluding states that offer only subscription-based iLottery). Expanding our business into additional U.S. states is an important part
of our growth strategy and it is our belief that the growing credibility and brand awareness of certain iLottery platform and service
providers, the demonstrated success of states with iLottery offerings and the increasing budgetary shortfalls in many U.S. states will
accelerate the pace of deregulation and increase our growth potential.
52
The level of competition in the iLottery industry and the number
of competitors
The iLottery industry is less exposed to new market entrants
than other gambling markets due to the considerable barriers to entry imposed by government regulations and the need for unique and iLottery-tailored
technology solutions. There is, however, intense competition among the few existing iLottery providers with respect to new iLottery contracts.
We compete both for contracts to supply our turnkey solution and for contracts to supply our games.
The level of competition and number of competitors in our market
is an important factor affecting our ability to win new contracts and to expand our business.
Key Performance Indicators
We use a multitude of key performance indicators (“KPIs”)
on a daily basis to monitor our operations and inform decisions to drive further growth.
The KPIs included below offer a perspective on the historical
performance of our platform in the aggregate across jurisdictions in which we operate. We believe these are useful indicators of the overall
health of our business.
Network GGR
We define “GGR” as gross sales less winnings paid
to players. We measure Network GGR as the total GGR generated by Instants and DBGs on our platform. We spend substantial time and efforts
assisting our customers in increasing their GGR through our marketing and player acquisition tools. Tracking our network GGR provides
us with valuable insight as to the level of effectiveness of such tools and their implementation.
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
(in millions) |
||||||||
|
Network GGR |
$ |
816 |
$ |
482 |
||||
Network NGR
We define “NGR” as (i) in North America, gross sales
less winnings paid to players and any promotion dollar incentives granted to players, and (ii) in Europe, gross sales less winnings paid
to players, any gambling tax or duty paid on such sales and any promotion dollar incentives granted to players. We measure Network NGR
as the total NGR generated by Instants and DBGs on our platform.
As most of our revenue share contracts are based on NGR, tracking
Network NGR provides us with insight as to the marginal contribution of GGR growth to our revenues and allows us to detect inefficiencies
in our GGR growth strategy.
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
(in millions) |
||||||||
|
Network NGR |
$ |
750 |
$ |
448 |
||||
Monthly active players
We define an “active player” as a player who took
at least one action on our platform in any given month that resulted in a financial transaction. We track the number of active players
for each of the customers using our turnkey solution. We define “monthly active players” for a given period as the average
of the number of active players in each month during that period.
53
By measuring the number of monthly active players, we can track
player rate of adoption of our interactive products and the effectiveness of marketing and retention activities being executed by our
customers.
|
Year Ended December 31, |
||||||||
|
2021 |
2020 |
|||||||
|
Monthly active players |
642,287 |
437,524 |
||||||
Non-IFRS Information
This Annual Report includes EBIT, EBITDA and Adjusted EBITDA,
which are financial measures not presented in accordance with IFRS that we use to supplement our results presented in accordance with
IFRS. We define “EBIT” as net profit (loss), plus income taxes, and interest and finance-related expenses. We define “EBITDA”
as EBIT, plus depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus initial public offering expenses, share-based compensation,
prospective acquisition related expenses and the Company’s share of NPI’s depreciation and amortization.
We believe EBIT, EBITDA and Adjusted EBITDA are useful in evaluating
our operating performance, as they are similar to measures reported by other public companies in our industry and are regularly used by
security analysts, institutional investors and others in analyzing operating performance and prospects. Adjusted EBITDA is not intended
to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance
of other companies in other industries or within the same industry.
We include these non-IFRS financial measures because they are
used by our management to evaluate our operating performance and trends and to make strategic decisions regarding the allocation of capital
and new investments. EBIT, EBITDA and Adjusted EBITDA exclude certain expenses that are required in accordance with IFRS because they
are non-cash or are not associated with the operational activity of the business.
The following table reconciles our EBIT, EBITDA and Adjusted
EBITDA to our net and total comprehensive income (loss), the closest IFRS measure, for the periods indicated:
|
|
Year Ended December 31, |
|||||||
|
|
2021 |
2020 |
||||||
|
|
(in thousands) |
|||||||
|
|
||||||||
|
Net and total comprehensive income |
$ |
4,652 |
$ |
6,514 |
||||
|
Income taxes |
325 |
1,443 |
||||||
|
Interest and finance-related expenses |
6,312 |
5,069 |
||||||
|
EBIT |
11,289 |
13,026 |
||||||
|
Depreciation and amortization |
14,613 |
11,657 |
||||||
|
EBITDA |
25,902 |
24,683 |
||||||
|
Initial public offering expenses |
- |
2,796 |
||||||
|
Prospective acquisition related expenses |
3,841 |
- |
||||||
|
Share based compensation |
3,448 |
969 |
||||||
|
Company share of NPI depreciation and amortization(1)
|
193 |
203 |
||||||
|
Adjusted EBITDA |
$ |
33,384 |
$ |
28,651 |
||||
(1) Represents 50% of NPI’s depreciation and amortization for the years
ended December 31, 2021 and 2020 of $385,000 and $405,000, respectively. In accordance with IFRS, NeoGames’ share of NPI’s
expense is not recorded in our consolidated statements of comprehensive income (loss), but is rather reflected in our consolidated financial
statements in accordance with the equity method, as we share in 50% of the profit (loss) of NPI. See Note 7.A to our consolidated financial
statements included elsewhere in this Annual Report.
54
Components of Results of Operations
Revenues
We generate revenues from our turnkey solutions, games, our contracts
with William Hill and the Aspire Group, our joint operation of the Michigan iLottery for the MSL (the “Michigan Joint Operation”)
and development services we provide to NPI.
Our turnkey solution contracts and certain of our games contracts
provide for a revenue share model that entitles us, either directly, or indirectly through Pollard, Intralot or NPI, to a predetermined
share of either the NGR or the GGR generated by iLotteries using our platforms and/or games. Our share of NGR or GGR varies between customers
and generally depends on the type and scope of value-added services provided to the customer. Our contract with Jogos Santa Casa for providing
games in Portugal is the only contract we have that is based on a fixed fee per annum. We entered into this contract on September 24,
2019 for a fixed fee of EUR 2,670,000, which we recognize as revenue on a straight-line basis over the contract’s three-year term.
Our contract with Intralot Interactive S.A for providing games to the Croatian lottery is the only contract we have that is based on gross
sales. The initial term of this contract expired and the contract has been renewed up to January 2022. This contract provides for a fee
that is determined based on the GGR through our content on the Croatian lottery platform.
We record as revenues at least 50% of the revenues earned by
the Michigan Joint Operation from the MSL, with an incremental 3 to 5% above our 50% share of royalties earned by the Michigan Joint Operation
from certain games subsequently developed and provided by NeoGames as compensation for our development of such games. We record as revenues
100% of the revenues earned from our European customers.
As with the revenues earned by the Michigan Joint Operation,
we are entitled to at least 50% of the revenues earned by NPI from our customers, with an incremental 3 to 5% above our 50% share of royalties
earned by NPI from certain games subsequently developed and provided by NeoGames as compensation for our development of such games (which
we refer to collectively as our “NPI Revenues Interest”). However, while our revenues earned from the Michigan Joint Operation
are reflected as revenues in our consolidated statement of operations, our NPI Revenues Interest is not recorded as revenues, but is rather
reflected in our financial statements in accordance with the equity method. We share in 50% of the profit of NPI, subject to certain adjustments
(including the incremental royalties mentioned above).
We generate revenues from William Hill in the form of a monthly
fee charged to William Hill for its access to the sub-licensed NeoSphere platform. The monthly fee is calculated on a margin over cost
basis.
We also record as revenue a monthly fee we receive from each
of Aspire, the Michigan Joint Operation and NPI for certain software development and support services, which is calculated on a margin
over cost basis.
The table below presents the royalties and other revenues generated
by NeoGames (including through the Michigan Joint Operation), as well as NeoGames’ NPI Revenues Interest, for the years ended December
31, 2021 and 2020.
|
|
Year Ended December 31, |
|||||||
|
|
2021 |
2020 |
||||||
|
|
(in thousands) |
|||||||
|
|
||||||||
|
Royalties from turnkey contracts(1)
|
$ |
29,882 |
$ |
32,252 |
||||
|
Royalties from games contracts |
1,994 |
2,006 |
||||||
|
Access to IP rights |
7,959 |
6,697 |
||||||
|
Development and other services - Aspire |
1,617 |
2,430 |
||||||
|
Development and other services - NPI(2)
|
7,578 |
4,404 |
||||||
|
Development and other services - Michigan Joint Operation
|
1,433 |
1,413 |
||||||
|
Revenues |
$ |
50,463 |
$ |
49,202 |
||||
|
NeoGames’ NPI Revenues Interest(3)
|
$ |
34,052 |
$ |
9,535 |
||||
(1) Includes NeoGames’ revenues from the Michigan Joint Operation and Sazka.
(2) Represents revenues recognized by NeoGames for services provided to NPI. Such amounts were also
recognized as expenses by NPI. We share in 50% of the profit (loss) of NPI.
(3) Represents 50% of NPI’s revenues in the years ended December 31, 2021
and 2020 of $64 million and $18.0 million, respectively, plus an incremental $1,820 thousand and $519 thousand, respectively, of royalties
from certain games as compensation for our subsequent development of such games. We refer to this, collectively, as our “NPI Revenues
Interest” — however, in accordance with IFRS, our NPI Revenues Interest is not recorded as revenues in our consolidated
statements of comprehensive income (loss), but is rather reflected in our consolidated financial statements in accordance with the equity
method, as we share in 50% of the profit (loss) of NPI subject to certain adjustments (including the incremental royalties mentioned above).
See Note 7.A to our consolidated financial statements included elsewhere in this Annual Report.
55
Operating expenses
Distribution expenses.
Distribution expenses are primarily comprised of traffic-related costs, including processing fees (including geo-location costs and ID
verification costs), call center expenses (including hardware and software maintenance costs, and telecommunication expenses), charges
associated with contracts delivery contractual commitments, licensing tools and cloud solutions, personnel-related costs associated with
these functions and occupancy costs associated with the facilities where these functions are performed.
Development expenses.
Our research and development expenses are primarily comprised of costs of our research and development personnel, contractor services
in Ukraine and other development-related expenses. Research and development costs are expensed when incurred, except to the extent that
such costs qualify for capitalization. We believe continued investments in research and development are important to maintain our competitive
strengths and expect research and development costs to increase in absolute dollars, but to decrease as a percentage of total revenues.
Selling and marketing expenses.
Our selling and marketing expenses are primarily comprised of costs of our marketing personnel, travel expenses and other sales and marketing-related
expenses. Selling and marketing expenses are expensed as incurred. We intend to continue to invest in our sales and marketing capabilities
in the future to continue to increase our brand awareness and, although our selling and marketing expenses have decreased in recent periods
due to the effect of the COVID-19 pandemic on international traveling, conventions and marketing events, we expect these costs to increase
on an absolute dollar basis as we grow our business.
General and administrative expenses.
General and administrative expenses primarily include costs of our executive, finance, legal, business development and other administrative
personnel and service providers. General and administrative expenses are expensed as incurred. We expect that our general and administrative
expenses will increase in absolute dollars for the foreseeable future as we expand our business, as well as to cover the additional cost
and expenses associated with being a publicly listed company.
IPO related expenses.
IPO related expenses primarily include legal and accounting fees and expenses. We have incurred expenses and costs in the aggregate amount
of $2,796 thousand in 2020.
Prospective acquisition related
expenses. Prospective acquisition related expenses include primarily legal and accounting fees and expenses. As of the date hereof,
the Company has incurred costs in an amount of approximately $1.6 million in connection with the financing agreements with Blackstone.
The Company has not incurred costs in connection with the FX Hedging Transaction. The costs of the FX Hedging Transaction will be incurred
only upon completion of the Aspire Tender Offer.
56
Depreciation and amortization
Our depreciation and amortization expenses are primarily comprised
of amortization of capitalized research and development costs we incur in connection with our technical group personnel. We amortize these
capitalized costs on a straight-line basis beginning when development is complete and the asset is available for use and continuing over
their useful life, which we define as three years. We began to follow the directives of IFRS 16 in 2019, recognizing the annual costs
of our leased premises within the amount of depreciation and amortization expenses.
Interest expense with respect to funding from related parties
Our interest expenses are primarily comprised of interest we
incur on loans under the WH Credit Facility and interest incurred on the Aspire Promissory Notes. The Aspire Promissory Notes were repaid
in full upon maturity, on March 31, 2022. For more information, see Item 7.B. “Related Party Transactions.”
Income taxes expense
We are subject to Luxembourg corporation taxes on profits derived
from activities carried out in Luxembourg. NeoGames Systems Ltd. (“NGS”), our Israeli subsidiary, is subject to Israeli corporate
taxes. NPI, NeoGames US, LLP and NeoGames Solutions LLC are subject to U.S. federal income tax as well as certain state income taxes.
Due to the resources invested in growing and developing our business, we have, until recently, generated losses. As of December 31, 2020
and 2019, we had cumulative carry forward tax losses generated of $59.9 million and $63.0 million, respectively. On May 18, 2021, we obtained
a pre-ruling from the Israeli Tax Authority regarding the transfer of certain intellectual property rights relating to the online lottery
business of NeoGames S.A. to NGS, the transfer price for which was determined by a third-party study to be $57.0 million, which had the
effect of reducing our cumulative carry forward tax losses by the same amount. The book value of $57 million representing the value of
the transferred intellectual property rights, will be amortized for tax purposes over a period of 8 years starting the year ended December
31, 2021. For more information regarding the pre-ruling, see “Taxation
– Tax Ruling of the Israeli Tax Authority.”
Company’s share in gains (losses) of NPI
We own 50% of the equity of NPI and we record 50% of NPI’s
profit or loss as our profit or loss, as adjusted to compensate the Company for our games development and DBG sales.
5.A. Results
of Operations
The following tables set forth our results of operations in U.S.
dollars and as a percentage of total revenues for the periods presented.
|
|
Year Ended December 31, |
|||||||
|
|
2021 |
2020 |
||||||
|
|
(in thousands) |
|||||||
|
Consolidated Statements of Operations Data: |
|
|
||||||
|
Revenues |
$ |
50,463 |
$ |
49,202 |
||||
|
Distribution expenses |
9,889 |
6,685 |
||||||
|
Development expenses |
9,428 |
7,452 |
||||||
|
Selling and marketing expenses |
1,549 |
1,483 |
||||||
|
General and administrative expenses |
12,300 |
7,496 |
||||||
|
Initial public offering expenses |
- |
2,796 |
||||||
|
Prospective acquisition related expenses |
3,841 |
- |
||||||
|
Depreciation and amortization |
14,613 |
11,657 |
||||||
|
51,620 |
37,569 |
|||||||
|
Profit (loss) from operations |
(1,157 |
) |
11,633 |
|||||
|
Interest expense with respect to funding from related parties |
4,811 |
4,343 |
||||||
|
Finance income |
- |
(21 |
) | |||||
|
Finance expenses |
1,501 |
747 |
||||||
|
Company share in profits of Joint Venture |
12,446 |
1,393 |
||||||
|
Profit before income taxes expense |
4,977 |
7,957 |
||||||
|
Income taxes expense |
(325 |
) |
(1,443 |
) | ||||
|
Net and total comprehensive income |
$ |
4,652 |
$ |
6,514 |
||||
57
|
|
Year Ended December 31, |
|||||||
|
|
2021 |
2020 |
||||||
|
|
(as a % of revenues in absolute numbers) |
|||||||
|
Consolidated Statements of Operations Data: |
|
|
||||||
|
Revenues |
100.0 |
% |
100.0 |
% | ||||
|
Distribution expenses |
19.6 |
13.6 |
||||||
|
Development expenses |
18.7 |
15.1 |
||||||
|
Selling and marketing expenses |
3.0 |
3.0 |
||||||
|
General and administrative expenses |
24.4 |
15.2 |
||||||
|
Initial public offering expenses |
- |
5.7 |
||||||
|
Prospective acquisition related expenses |
7.6 |
- |
||||||
|
Depreciation and amortization |
29.0 |
23.7 |
||||||
|
Profit (loss) from operations |
(2.3 |
) |
23.6 |
|||||
|
Interest expense with respect to funding from related
parties |
9.5 |
8.8 |
||||||
|
Finance income |
0.0 |
0.0 |
||||||
|
Finance expenses |
3.0 |
1.5 |
||||||
|
Company share in profits of Joint Venture |
24.7 |
2.8 |
||||||
|
Profit before income taxes expense |
9.9 |
16.1 |
||||||
|
Income taxes expense |
0.7 |
2.9 |
||||||
|
Net and total comprehensive income |
9.2 |
% |
13.2 |
% | ||||
Year ended December 31, 2021 compared to year ended December 31,
2020
Revenues
Revenues for the year ended December 31, 2021 were $50.5 million,
an increase of $1.3 million, or 2.6%, compared to $49.2 million for the year ended December 31, 2020.
Revenues from our turnkey solution contracts decreased in 2021
by 7.4% to $29.9 million, compared to $32.3 million in 2020. The decrease was primarily driven by a decrease in the NGR generated by the
MSL program partially offset by increase in the volume generated from Sazka.
Revenues from our games in 2021 were $2 million, which is the
same amount reported for 2020. We have launched new contracts with Lottomatica in Italy during the fourth quarter of 2021, which did not
generate substantial revenues in 2021.
Revenues from our contracts with William Hill and Aspire and
certain software services we provide to NPI and the Michigan Joint Operation increased by 24.4% in 2021 to $18.6 million, compared
to $14.9 million in 2020. This increase was primarily driven by an increase in the revenue generated from William Hill’s platform
license access, and by an increase in the revenue generated from NPI due to a higher number of accounts we were committed to support following
the launch of our turnkey solution for the AGLC in September 2020 and Virginia in July 2020.
58
Distribution expenses
Distribution expenses for the year ended December 31, 2021 were $9.9 million, an increase
of $3.2 million, or 47.9%, compared to $6.7 million for the year ended December 31, 2020. The increase was primarily driven by an increase
in the additional charges associated with the delivery of the agreement pertaining to the Michigan Joint Operation, which entered into
effect upon the renewal of the agreement during the fourth quarter of 2020, and due to higher licensing charges associated with number
of operating jurisdictions in which our technology solutions served William Hill online.
Development expenses
Development expenses for the year ended December 31, 2021 were
$9.4 million, an increase of $1.9 million, or 26.5%, compared to $7.5 million for the year ended December 31, 2020. The increase was primarily
driven by an increase in the number of employees in our Ukraine research and development centers as well as share-based compensation granted
to our development workforce.
Selling and marketing expenses
Selling and marketing expenses for the year ended December 31,
2021 were $1.5 million, which is approximately the same amount reported for 2020. Due to the effect of COVID-19 related restrictions on
travelling throughout most of 2021, the Company spent on international traveling, conventions and marketing events during 2021 the same
amount it did in 2020.
General and administrative expenses
General and administrative expenses for the year ended December
31, 2021 were $12.3 million, an increase of $4.8 million, or 64.1%, compared to $7.5 million for the year ended December 31, 2020. The
increase was primarily driven by added charges of D&O insurance, legal services and other costs associated with operating a publicly
traded company, and an increase in the number of employees allocated to this group of personnel in our Tel Aviv office.
Initial public offering expenses
No initial public offering expenses were incurred for the year
ended December 31, 2021, a decrease of $5.7 million compared to $5.7 million for the year ended December 31, 2020. The decrease was due
to the completion of the initial public offering of our Ordinary Shares in 2020.
Prospective acquisition related expenses
Prospective acquisition related expenses were $3.8 million for
the year ended December 31, 2021, an increase of $3.8 million compared to zero expenses for the year ended December 31, 2020. This increase
is due to the commencement of the prospective acquisition in 2021.
Depreciation and amortization
Depreciation and amortization for the year ended December 31,
2021 was $14.6 million, an increase of $2.9 million, or 25.4%, compared to $11.7 million for the year ended December 31, 2020. The increase
was primarily driven by an increase in the amortization of our higher capitalized software costs balance.
Interest expense with respect to funding from related parties
Interest expense with respect to funding from related parties for the year ended December
31, 2021 was $4.8 million, an increase of $0.5 million, or 10.8%, compared to $4.3 million for the year ended December 31, 2020. The increase
was primarily driven by compounded fair market interest rates associated with the Aspire Promissory Notes.
Income taxes expense
Income taxes expense for the year ended December 31, 20201 was
$0.3 million, a decrease of $1.1 million, or 77.5%, compared to $1.4 million for the year ended December 31, 2020. The decrease was primarily
due to recognition of deferred tax asset associated with the difference between the value of the intellectual property rights transferred
from NeoGames S.A. to NGS for tax amortization purposes and the net book value of the transferred intellectual property rights as a result
of the ruling mentioned above as well as an achievement of two years sequence of taxable income at the group level as well as more likely
than not consistent future expectation.
59
Company share in profits of NPI
The Company share in the profits of NPI for the year ended December
31, 2021 was $12.4 million, an increase of $11 million compared to $1.4 million for the year ended December 31, 2020. This increase was
primarily driven by an increase of $24.5 million in the revenues generated by NPI under its turnkey solutions with the VAL, NHL, NCEL
and AGLC.
Results of Operations of NPI
|
|
Year Ended December 31, |
|||||||
|
|
2021 |
2020 |
||||||
|
|
(in thousands) |
|||||||
|
Revenues |
$ |
64,032 |
$ |
18,032 |
||||
|
Distribution expenses |
44,970 |
16,116 |
||||||
|
Selling, general and marketing expenses |
993 |
776 |
||||||
|
Depreciation |
385 |
405 |
||||||
|
Net and total comprehensive income |
$ |
17,684 |
$ |
735 |
||||
|
Net and total comprehensive income 50% |
8,842 |
367 |
||||||
|
Adjustments(*) |
3,604 |
1,026 |
||||||
|
Share in profits of NPI |
12,446 |
1,393 |
||||||
| (*) |
The adjustments mostly represent royalty commissions earned from NPI on certain games developed and delivered by the Company, whereby
the Company’s share of the underlying results is higher than 50%. |
Year ended December 31, 2021 compared to year ended December 31,
2020
Revenue
Revenues for the year ended December 31, 2021 were $64 million,
an increase of $46 million, or 255%, compared to $18 million for the year ended December 31, 2020. This increase was primarily driven
by an increase in the revenues generated under our turnkey solutions with the VAL, NHL and NCEL and the ramp up of our new solution with
the AGLC, which launched in September 2021.
Distribution expenses
Distribution expenses for the year ended December 31, 2021 were
$45 million, an increase of $28.9 million, or 179% compared to $16.1 million for the year ended December 31, 2020. This increase was primarily
driven by the set-up costs associated with the launch of our turnkey solution for the AGLC and by increase in processing fees and third
party content licensing charges associated with the multi gaming verticals we are contracted to support.
Selling, general and marketing expenses
Selling and marketing expenses for the year ended December 31,
2021 were $1.0 million, an increase of $0.2 million, or 28% compared to $0.8 million for the year ended December 31, 2020. This increase
was primarily driven by an increase in marketing expenses due to alleviating the COVID-19 related restrictions on conventions and marketing
events.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of consolidated financial statements in conformity
with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Critical accounting policies are those that are the most important to the portrayal of the Company’s
financial condition and results of operations, and that require the most difficult, subjective and complex judgments. While the Company’s
and NPI’s significant accounting policies are described in more detail in the notes to their respective consolidated financial statements,
the most critical accounting policies, discussed below, pertain to areas where judgment of management, historical factors and estimates
require a high degree of involvement when determining the final reported balance in the Company’s consolidated financial statements.
60
Funding transactions with related parties
The fair values of our funding transactions with related parties,
the reserve relating to the funding transactions with a related group and the related interest expenses are recorded based on discounted
cash flow of the anticipated repayments, discounted by an annual market interest rate determined by a reputable appraiser.
Capitalization of development costs
Costs relating to internally generated intangible assets are
capitalized if the criteria for recognition as assets are met. The initial capitalization of costs is based on management’s judgment
that technological and economic feasibility criteria are met. In making this judgment, management considers the progress made in each
development project and its latest forecasts for each project.
Share based payments/compensation
Share options are vested over service
periods, but exercisable only upon consummation of certain events as provided in the grants. Share based compensation expenses are recorded
based on the fair values of the options, using the Black-Scholes model assumptions as well as the likelihood of the fulfilment of such
events at the respective grant dates. During 2021 our board of directors approved the allocation of Restricted Stock Unit (“RSUs”)
awards to certain employees. The fair value of the awards was determined based on the Company’s grant date share price and amounted
to $5.3 million to be expensed over the vesting periods set forth in the respective grant terms.
Revenue Recognition
Revenues are recognized at an amount that reflects the consideration
to which an entity expects to be entitled in exchange for transferring services to a customer. The Company generates its revenues through
three streams:
| • |
royalties from licensing of technological platforms and provision of proprietary games content (which are recognized in the accounting
periods in which the gaming transactions occur); |
| • |
fees from use of intellectual property rights (which are recognized over the useful periods of the intellectual property rights);
and |
| • |
fees from development services (which are recognized in the accounting periods in which services are provided). |
Recent Accounting Pronouncements
Our recent accounting pronouncements are shown in Note 2 to our
consolidated financial statements.
JOBS Act
We are an emerging growth company, as defined in the JOBS Act.
We intend to rely on certain of the exemptions and reduced reporting requirements provided by the JOBS Act. As an emerging growth company,
we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over
financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by
the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about
the audit and the financial statements (auditor discussion and analysis).
5.B. Liquidity
and Capital Resources.
We measure liquidity in terms of our ability to fund the cash
requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments,
with cash flows from operations and other sources of funding. Since our inception, we have financed our operations primarily through the
Aspire Promissory Notes, which were repaid in full on March 31, 2022, the WH Credit Facility and the proceeds from the initial public
offering of our Ordinary Shares.
61
Our primary requirements for liquidity and capital resources
are to finance working capital, capital expenditures (including the deposit of performance bonds required under our U.S. contracts) and
general corporate purposes. We would also need to fund 50% of the Proposed Acquisition of Aspire using our cash on balances together with
external funds from a loan. For more information, see below “ -
Financing for the Proposed Acquisition of Aspire”. We believe that our sources of liquidity and capital resources will be
sufficient to meet our business needs for at least the next 12 months from the date of this Annual Report. As we are in the growth stage
of our business, we expect to continue to invest in research and development and expand our sales and marketing teams worldwide. Our future
cash and capital requirements will depend on many factors, including our growth rate; the timing and extent of our spending to support
our research and development efforts; capital expenditures to purchase hardware and software; the expansion of sales and marketing activities;
and our continued need to invest in our IT infrastructure to support our growth. In addition, we may enter into additional strategic partnerships
as well as agreements to acquire or invest in complementary products, teams and technologies, including intellectual property rights,
which could increase our cash requirements. As a result of these and other factors, we may choose or be required to seek additional equity
or debt financing sooner than we currently anticipate. If additional financing is required from outside sources, we may not be able to
raise it on terms acceptable to us, or at all.
The Company does not expect any special liquidity needs that
extend beyond 12 months, except for its leases and other non-material obligations, and the Company expects to be able to meet its long
term liquidity needs.
As of December 31, 2021, we had $59.8 million equity, $43.3 million
working capital and $66.1 million cash and cash equivalents, compared to $50.8 million equity, $56.1 million working capital and $59.8
million cash and cash equivalents as of December 31, 2020.
We issued to Aspire and AG Software the Aspire Promissory Notes.
See Item 7.B. “Related Party Transactions – Relationship with Aspire – Aspire Promissory
Notes” for further information. On March 31, 2022, we repaid in full the Aspire Promissory Notes in the aggregate amount
of $21.1 million (including interest and other operational adjustments).
During 2018, we borrowed $4.0 million with a stated annual interest
rate of 5.0% and $2.0 million with a stated annual interest rate of 1.0% under the WH Credit Facility. The proceeds were used to fund
the costs of new implementation projects during 2018 with the NHL and NCEL. During 2019, we borrowed a total of $6.5 million with a stated
annual interest rate of 1.0% under the WH Credit Facility to secure the guarantees and bonding facilities for new contracts with the NCEL
and additional prospective customers. During 2020, we borrowed $2.5 million with a stated annual interest of 1.0% and approximately $2.0
million with a stated annual interest of 5.0% under the WH Credit Facility. The proceeds were used to refinance a portion of our debt
under the WH Credit Facility and to pay off all interest accrued under the WH Credit Facility. In the year ended December 31, 2021, we
made payments on the WH Credit Facility in accordance with the repayment schedule in the amount of $1.5 million. For further information
regarding the WH Credit Facility, see Item 7.B. “Related Party Transactions - WH Credit
Facility.”
The difference in the interest rates between the calculated fair
value interest rate and interest due on these loans was recorded as loan discounts to be amortized over the funding repayment period as
additional finance expenses. Accordingly, we recorded interest expenses of $1.4 million in 2020 and $1.3 million in 2021 based on the
fair value market interest rate.
Financing for the Proposed Acquisition of Aspire
On January 17, 2022, NeoGames S.A., NeoGames Connect S.à r.l. (the “Borrower”)
and NeoGames Connect Limited (“Bidco”) entered into an interim facilities agreement (the “Interim Facilities Agreement”)
with Blackstone Private Credit Fund, GSO ESDF II (Luxembourg) Holdco S.à r.l., GSO ESDF II (Luxembourg), Levered Holdco II S.à
r.l., GSO ESDF II (Luxembourg) Levered Holdco I S.à r.l. and G QCM (Luxembourg) Holdco S.à r.l. (together, the “Interim
Lenders”) pursuant to which the Interim Lenders agreed to make available, on a customary certain funds basis, interim term facilities
in connection with the Proposed Acquisition of Aspire (as defined below). For information regarding the Proposed Acquisition of Aspire,
see “Related Party Transactions - Relationship with Aspire - Proposed Acquisition of Aspire.”
Under the terms of the Interim Facilities Agreement, the Interim
Lenders agreed to make available to the Borrower interim term loan facility tranches in the amounts equal to EUR 187.7 million (“Interim
Facility 1”) and EUR 13.1 million (“Interim Facility 2”, and Interim Facility 1 and Interim Facility 2 together being
the “Interim Facilities”). Each loan drawn under the Interim Facilities will bear interest at a rate of EURIBOR plus 6.25%
per annum. Original issue discount shall apply on the loans drawn under the Interim Facilities pursuant to the terms of the Interim Facilities
Agreement and ancillary documentation.
62
The proceeds of loans drawn under the Interim Facilities are to be applied towards,
among other things, financing part of the aggregate consideration payable by the Company pursuant to the Proposed Acquisition of Aspire
and/or refinancing existing indebtedness.
Interim Facility 1 shall be available to be drawn, subject to satisfaction of the
conditions precedent set out in the Interim Facilities Agreement, from the date of the Interim Facilities Agreement to 11.59 p.m. in London
on the earlier of (a) the first date on which both initial settlement under the Aspire Tender Offer has occurred and an initial drawdown
has occurred under Interim Facility 1 (together being the “Closing Date”); (b) the date on which the Aspire Tender Offer (as
extended or revised from time to time) irrevocably lapses or terminates, or is permanently withdrawn by the Company; and (c) if the Closing
Date has not occurred on or before such date, the date falling eight months after (and excluding) January 17, 2022, or, in each case,
such later time and date as agreed by the Interim Lenders (acting reasonably and in good faith). Interim Facility 2 shall be available
to be drawn from the date of initial utilization of Interim Facility 1 through to the final repayment date of Interim Facility 2.
The final maturity date of the Interim Facilities is 90 days
after the date on which the first drawdown of Interim Facility 1 occurs (by which date, the Interim Facilities would need to be replaced
and refinanced).
The Interim Facilities Agreement contains customary representations and warranties,
affirmative and negative covenants (including covenants in respect of financial indebtedness, disposals, security, permitted holding company
activity, dividends and share redemption, acquisitions and mergers and conduct of the Aspire Tender Offer), indemnities and events of
default, each with appropriate carve-outs and materiality thresholds. In addition, the Company, the Borrower and Bidco have each given
a customary guarantee in favor of the Interim Lenders under the terms of the Interim Facilities Agreement.
As a condition precedent to the first drawdown of the Interim
Facilities, the Interim Lenders have received the benefit of security including share security over the Borrower and Bidco, security over
certain bank accounts and security over certain material intercompany receivables (the “Interim Security”).
Notwithstanding the entry into the Interim Facilities Agreement,
the Company will seek to negotiate and execute a long-form financing agreement prior to the Closing Date to replace the Interim Facilities.
In relation to this, on January 17, 2022, the Company and the Borrower also entered into a commitment letter with Blackstone Alternative
Credit Advisors LP (“BXC”) in connection with the Proposed Acquisition of Aspire (the “Commitment Letter”). Pursuant
to the terms of the Commitment Letter, BXC has committed, on a customary certain funds basis, to make available, in connection with the
Proposed Acquisition of Aspire, the Senior Facilities (as defined below). The annexures to the Commitment Letter include (among other
things) an agreed form term sheet (the “Term Sheet”) setting out the details of the expected terms of a senior facilities
agreement (the “Senior Facilities Agreement”) pursuant to which the Senior Facilities shall be made available. If no Interim
Facility has been funded prior to such time, the Interim Facility Agreement shall automatically terminate on the date on which the Senior
Facilities Agreement is signed and each initial condition precedent thereunder is irrevocably satisfied or waived as evidenced by delivery
of a duly signed and unqualified conditions precedent letter thereunder.
The Term Sheet provides that the Senior Facilities Agreement
shall include term loan facility tranches in the amounts equal to the Interim Facilities (together being the “Senior Facilities”).
Each loan drawn under the Senior Facilities will bear interest at a rate of EURIBOR plus 6.25% per annum. Original issue discount shall
apply on the loans drawn under the Senior Facilities pursuant to the terms of the Senior Facilities Agreement and ancillary documentation.
Pursuant to the Term Sheet, the terms of the Senior Facilities
Agreement shall contain customary representations and warranties, affirmative and negative covenants (including covenants in respect of
financial indebtedness, disposals, security, permitted holding company activity, dividends and share redemption, acquisitions and mergers
and conduct of the Aspire Tender Offer), a financial maintenance covenant indemnities and events of default, each with appropriate carve-outs
and materiality thresholds.
The Term Sheet additionally provides that the Company and certain
of its subsidiaries (other than those subsidiaries located in Czech Republic, Ukraine and any other jurisdiction agreed between the Company
and the lenders under the Senior Facilities Agreement (the “Lenders”) prior to the date of signing the Senior Facilities Agreement)
shall grant certain guarantees in favor of the Lenders. In addition, security in favor of the Lenders shall also be granted by such members
of the Group over shares (and other ownership interests) owned in certain subsidiaries, certain material intercompany receivables, certain
material bank accounts, certain material intellectual property and, in the case of subsidiaries located in England and Wales and the United
States (amongst other jurisdictions to be agreed), substantially all of such member of the Group’s assets (subject to customary
exceptions).
63
The loans drawn under the Interim Facilities or Senior Facilities, as applicable,
are in EUR but the consideration payable by the Company pursuant to the Proposed Acquisition of Aspire is in SEK. Therefore, the Company
entered into a deal contingent FX forward with Deutsche Bank AG (the “DC Bank”) on 17 January 2022 (the “FX Hedging
Transaction”) under which the Company will receive the full SEK consideration from the DC Bank on or prior to the date of initial
settlement under the Aspire Tender Offer in exchange for an equivalent EUR amount to be calculated by reference to a pre-agreed exchange
rate.
As of the date hereof, the Company has incurred costs in an amount
of approximately $1.6 million in connection with the financing agreements with Blackstone. The Company has not incurred costs in connection
with the FX Hedging Transaction. The costs of the FX Hedging Transaction will be incurred only upon completion of the Aspire Tender Offer.
Cash Flows
The Company generates its inbound cash flow through the collection
of revenues being charged to its customers monthly. The Company’s share of cash generated through North American turnkey contracts
is being delivered through regular monthly settlements of net collections of customers’ revenues less NPI’s or Pollard’s
share of costs contributed by us to support delivery commitments.
The following table presents the summary cash flows information
for the periods presented:
|
|
Year Ended December 31, |
|||||||||||
|
|
2021 |
2020 |
2019 |
|||||||||
|
|
(in thousands) |
|||||||||||
|
|
||||||||||||
|
Net cash generated from operating activities |
$
|
14,911 |
$ |
24,518 |
$ |
15,040 |
||||||
|
Net cash used in investing activities |
(6,283 |
) |
(12,696 |
) |
(17,424 |
) | ||||||
|
Net cash generated from (used in) financing activities |
(2,313 |
) |
41,929 |
5,166 |
||||||||
|
Net increase in cash and cash equivalents |
$ |
6,315 |
$ |
53,751 |
$ |
2,782 |
||||||
Net cash generated from operating activities
Net cash generated from operating activities for the year ended
December 31, 2021 was $14.9 million, a decrease of $6.5 million, compared to $24.5 million for the year ended December 31, 2020. The decrease
primarily resulted from the lower NGR generated by MSL and charges paid associated with being a publicly traded company.
Net cash generated from operating activities for the year ended
December 31, 2020 was $24.5 million, an increase of $9.5 million, compared to $15.0 million for the year ended December 31, 2019. The
increase primarily resulted from a continued increase in the NGR generated by the MSL and by increase in NPI revenues.
Net cash used in investing activities
Net cash used in investing activities for the year ended December 31, 2021 was $6.5
million, a decrease of $6.4 million, compared to $12.7 million for the year ended December 31, 2020. The decrease was primarily driven
by an increase in proceeds received from NPI in 2021 compared to proceeds collected from NPI during 2020 partially offset by increase
of investment in capitalized development asset.
64
Net cash used in investing activities for the year ended December
31, 2020 was $12.7 million, an increase of $4.7 million, compared to $17.4 million for the year ended December 31, 2019. The decrease
was primarily driven by an increase in proceeds received from NPI in 2020 compared to funding to NPI in 2019.
Net cash used in financing activities
Net cash used in financing activities for the year ended December 31, 2021 was $2.3
million, which was primarily the result of repayment of Tranche F (as defined below) and repayment of certain lease liabilities.
Net cash provided by financing activities for the year ended
December 31, 2020 was $41.9 million, which was primarily the result of net proceeds from the Company's initial public offering.
Net cash provided by financing activities for the year ended
December 31, 2019 was $5.2 million, which was primarily the result of drawdowns from the WH Credit Facility.
5.C. Research
and Development, Patents and Licenses, Etc.
Our research and development expenses are primarily comprised
of costs of our research and development personnel, contractor services in Ukraine and other development-related expenses. Research and
development costs are expensed when incurred, except to the extent that such costs qualify for capitalization. We believe continued investments
in research and development are important to maintain our competitive strengths and expect research and development costs to increase
in absolute dollars, but to decrease as a percentage of total revenues. Research and development expenses, were $9.4 million, $7.5 million
and $6.9 million in 2021, 2020 and 2019, respectively.
5.D. Trend
Information.
Other than as described in Item 3.D. “Risk Factors”
and in Item 5.A. “Operating and Financial Review and Prospects — Factors Affecting our Financial Condition and Results of
Operations” of this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed
financial information to be not necessarily indicative of future operating results or financial condition.
5.E. Critical
Accounting Estimates
We do not currently engage in off-balance sheet financing
arrangements, except for the FX Hedging Transaction. In addition, we do not have any interest in entities referred to as variable interest
entities, which includes special purpose entities and other structured finance entities.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors
and Senior Management
Executive Officers and Directors
The following table presents information about our executive
officers and directors, including their ages as of April 10, 2022:
|
Name |
|
|
Age |
|
|
Position |
|
|
Executive Officers |
|
|
|
|
|
|
|
|
Moti Malul |
|
|
50 |
|
|
Chief Executive Officer, Co-Managing Director and Director |
|
|
Raviv Adler |
|
|
48 |
|
|
Chief Financial Officer |
|
|
Oded Gottfried |
|
|
52 |
|
|
Chief Technology Officer |
|
|
Rinat Belfer |
|
|
42 |
|
|
Chief Operations Officer |
|
|
Non-Executive Directors |
|
|
|
|
|
|
|
|
Barak Matalon |
|
|
51 |
|
|
Non-Executive Director |
|
|
Aharon Aran |
|
|
72 |
|
|
Non-Executive Director |
|
|
Laurent Teitgen(1)
|
|
|
43 |
|
|
Non-Executive Director |
|
|
John E. Taylor, Jr.(1)
|
|
|
55 |
|
|
Non-Executive Director, Chairman |
|
|
Lisbeth McNabb(1)
|
61 |
Non-Executive Director |
| (1) |
Independent director in accordance with Nasdaq rules. |
Unless otherwise indicated, the current business addresses for
each of our executive officers and each of the members of our board of directors is c/o NeoGames S.A., 63-65, rue de Merl, L-2146 Luxembourg,
Grand Duchy of Luxembourg.
65
Executive Officers
The following is a brief summary of the business experience of
our executive officers.
Moti Malul
has served as our and as NGS’, our Israeli subsidiary, Chief Executive Officer and as a member of our board of directors, since
October 2018. Prior to that, Mr. Malul served as our Executive Vice President of Sales and Business Development for three years. Prior
to our spin-off from Aspire in 2014, Mr. Malul served in various roles at Aspire for five years. Prior to joining Aspire, Mr. Malul served
for over 12 years in key marketing and management positions in the telecommunications and internet industries, for companies such as Ericsson
and Smile Media. Mr. Malul holds a B.A. in Business Administration from Bar-Ilan University in Israel, and an M.B.A from Tel Aviv University
in Israel.
Raviv Adler
has served as our Chief Financial Officer since 2013. Mr. Adler joined Aspire in 2010 and served as its Director of Finance until 2013.
Prior to joining Aspire, Mr. Adler served, and accumulated more than a decade of experience, in key finance roles in a range of multinational
companies, such as “Hewlett Packard” and “Ernst & Young”, as well as start-up companies. Mr. Adler holds a
B.A. in Business Administration and Accounting from the College of Management Academic Studies in Israel and he is a Certified Public
Accountant in Israel.
Oded Gottfried
has served as our Chief Technology Officer since our spin-off from Aspire in 2014 and the Chief Technology Officer of NGS, our Israeli
subsidiary, since January 2015. Prior to our spin-off from Aspire, Mr. Gottfried served as the Chief Technology Officer of Aspire since
2008. Prior to joining Aspire in 2008 Mr. Gottfried founded two companies and served as their Chief Executive Officer. He also served
as an engineer for the Israel Defense Forces. Mr. Gottfried holds a B.Sc in Mathematics & Computer Science from Tel Aviv University
in Israel.
Rinat Belfer
has served as our Chief Operations Officer since January 2019 after serving as Vice President of Projects of NGS between January 2015
and December 2018. Prior to our spin-off from Aspire in 2014, Ms. Belfer served in a number of roles with Aspire since 2009. Ms. Belfer
holds a B.Tech degree in Industrial Engineering and Management from Shenkar College in Israel and an MBA from Ben Gurion University in
Israel.
Non-Executive Directors
The following is a brief summary of the business experience of
the non-executive members of our board of directors.
Barak Matalon,
the co-founder of Aspire, has served as a member of our board of directors since our spin-off from Aspire in 2014. Mr. Matalon currently
serves on the board of directors of Lotym Holdings Ltd., Loty Holdings Ltd. and Aspire and is a member of Aspire’s remuneration
committee. Mr. Matalon holds a B.A. in Economics from the Academic College of Tel Aviv Jaffa in Israel.
Aharon Aran
has served as member of our board of directors since September 2019. Mr. Aran served as the Chief Executive Officer of TMF Media, Omnicom
Media Group-Israel office from 2007 until 2019, and has served as the Chief Executive Officer of the Israeli Audience Research Board since
August 2019. Mr. Aran currently serves on the board of directors of Aspire and is a member of its audit committee. Mr. Aran holds a B.A.
in Economics and an M.B.A. from Tel Aviv University in Israel.
Laurent Teitgen
has served as a member of our board of directors since April 2017. Mr. Teitgen currently serves on the board of directors of Codere Online
Luxembourg S.A since November 2021, Ellomay Luxembourg Holdings S.à r.l. since September 2016, Chelsey Investissement S.C.A. since
July 2016, Menora Central Europe Investments S.A. since November 2017, MiddleCap Group S.A. since April 2018, and Kaman Lux Holding S.à
r.l since September 2015, and he is Head of Accounting Department at Fiduciaire Jean-Marc Faber S.à r.l since May 2009. Mr. Laurent
also serves as a member of the audit committee of Codere Online Luxembourg S.A since November 2021. Mr. Teitgen is a resident of Luxembourg
and previously held positions with BDO, Intertrust, and TASL (now Orangefield/Vistra). Mr. Teitgen holds a B.A. in Accounting and
Financial Management with a specialization in Accounting Review from Université de Lorraine, IUT Henri Poincaré, France.
66
John E. Taylor,
Jr. has served as a member of our board of directors since November 2020. Mr. Taylor has served as the managing director
of Faulkner & Howe, LLC since 2002. Mr. Taylor served as Chairman of the board of directors of Twin River Worldwide Holdings (NYSE:
TRWH) from 2010 to 2016, as Executive Chairman from 2017 to 2019, and as a member of the audit, compensation and compliance committees
from 2010 to 2019. Mr. Taylor was formerly the Chief Executive Officer and President of GameLogic, Inc., a provider of internet based
games for the regulated gaming industry. Mr. Taylor also served as the President and Chief Executive Officer of Dreamport, the gaming
and entertainment subsidiary of GTECH Corporation, a then-NYSE listed company while also serving as a member of the Executive Management
Committee of GTECH. Earlier in his career he served as a senior advisor to the Governor of Rhode Island. Mr. Taylor currently serves as
a Trustee of Johnson & Wales University and holds a Bachelor of Science degree from Rhode Island College. In 2018, Mr. Taylor received
an honorary Doctor of Business Administration from Johnson & Wales University.
Lisbeth McNabb
was appointed in January 2021 as a non-voting member in an observer capacity on our board of directors and has served as a voting member
of our board of directors since May 2021. Ms. McNabb currently serves on the board of directors, serves on the audit committee and is
the former chair of audit committee of Nexstar Media Group (Nasdaq: NXST), and serves on the board and Chair of Audit of Acronis. Over
the past 20 years, Ms. McNabb has served in senior leadership roles with category-defining companies including match.com and Linux Foundation.
Prior to that, she began her career in various finance and managerial roles at AT&T, American Airlines and Pepsico Frito-Lay. Ms.
McNabb holds a BS in Business from the University of Nebraska and an MBA from Southern Methodist University.
Arrangements Concerning Election of Directors
Our Founding Shareholders have the exclusive right under our
articles of association to elect up to 50% of our directors so long as they own in the aggregate at least 40.0% of our issued and outstanding
share capital. In furtherance of the foregoing, the Founding Shareholders have entered into a voting agreement pursuant to which the Founding
Shareholders vote as one group with regard to any matter relating to the nomination, election, appointment or removal of directors.
Board Diversity (as of April 10, 2022)
The table below provides certain information regarding the diversity
of our board of directors as of the date of this Annual Report.
|
Board Diversity Matrix | ||||
|
Country of Principal Executive Offices: |
Grand Duchy of Luxembourg | |||
|
Foreign Private Issuer |
Yes | |||
|
Disclosure Prohibited under Home Country Law |
No | |||
|
Total Number of Directors |
6 | |||
|
Female |
Male |
Non-
Binary |
Did Not Disclose Gender | |
|
Part I: Gender Identity |
| |||
|
Directors |
1 |
5 |
0 |
0 |
|
Part II: Demographic Background |
| |||
|
White (not of Hispanic or Latinx origin) |
6 | |||
|
Underrepresented Individual in Home Country Jurisdiction |
0 | |||
|
LGBTQ+ |
0 | |||
|
Did Not Disclose Demographic Background |
0 | |||
67
6.B. Compensation
Executive Officer and Board Member Compensation
The compensation for each of our executive officers is comprised
of the following elements: base salary, bonus, contractual benefits, and pension contributions. The total amount of compensation paid
and benefits in kind provided to our executive officers and members of our board of directors, other than our independent directors, for
the 2021 financial year was $1,817,791. This amount includes $163,007 set aside or accrued to provide pension, severance, retirement or
similar benefits or expenses. The amount of compensation paid to our independent directors is as follows: Mr. John E. Taylor Jr. received
cash compensation of $115,620 and equity compensation in the form of a grant of 48,581 options, vesting over a period of two years annually
from November 18, 2020, with an exercise price of $17 per option; Mr. Laurent Teitgen received cash compensation of $25,324; and Ms. Lisbeth
McNabb received cash compensation of $11,929 and equity compensation in the form of a grant of 15,000 options, vesting over a period of
1.7 years annually from May 26, 2021, with an exercise price of $57.56 per option. We do not currently maintain any bonus or profit-sharing
plan for the benefit of our executive officers; however, upon approval of the compensation committee of the board of directors we intend
to offer to certain of our executive officers annual bonuses pursuant to terms to be approved by the board of directors. We make monthly
contributions to pension, retirement or similar benefits to our executive officers as required under Israeli law or any other relevant
jurisdiction.
Executive Officer and Board Member Employment Agreements
Each of the Company’s executive officers is employed under
an employment agreement for an indefinite period of time. These agreements contain customary provisions regarding noncompetition, nonsolicitation,
confidentiality of information and assignment of inventions.
Long-Term Incentive Plans
2015 Plan (as amended in 2019)
The 2015 Share Option Plan was adopted on January 29, 2015 and
amended thereafter (the “2015 Plan”). The 2015 Plan provides for the grant of options to acquire Ordinary Shares of the Company.
As of April 14, 2022, there were 1,058,160 outstanding options granted under the 2015 Plan covering 1,058,160 Ordinary Shares of the Company
at a weighted average exercise price of $1.85, out of which 770,934 were vested and 287,226 were unvested.
All our employees and consultants are eligible to participate
in the 2015 Plan. All outstanding options to purchase Ordinary Shares of the Company granted under the 2015 Plan that are held by employees
of NGS, are subject to the beneficial tax arrangement known as the trustee capital gains route of Section 102 of the Israeli Income Tax
Ordinance [New Version] 1961.
Our board of directors determines the terms and conditions of
the options granted including the vesting terms and the exercise price. The terms and conditions are set forth in the applicable options
agreement. The terms and conditions of individual options may vary.
Following the completion of our initial public offering, the
Company ceased granting options under the 2015 Plan. Any options granted under the 2015 Plan that expire will be added to the pool of
the 2020 Plan (as defined below). The 2015 Plan will continue to apply to all options granted under the 2015 Plan prior to our initial
public offering.
2020 Plan
In connection with our initial public offering, we adopted an
omnibus equity plan by the name of 2020 Incentive Award Plan (the “2020 Plan”), which allows for the grant of various equity
awards such as options, share appreciation rights, restricted shares, restricted share units and other equity based awards. The 2020 Plan
initially included a pool of 132,750 Ordinary Shares which shall be increased automatically upon expiration of any option granted under
the 2015 Plan and by an annual increase on the first day of each calendar year beginning January 1, 2021 and ending on and including January
1, 2030, equal to the lesser of (A) 3% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar
year and (B) such smaller number of shares as is determined by our board of directors. On August 30, 2021, our board of directors allocated
up to 140,336 restricted share units, or RSUs, for award to employees in amounts to be determined by management. The board of directors
approved on October 22, 2021 the grant of RSUs under the Company’s 2020 Incentive Award Plan, which will vest in four equal
annual installments commencing on January 1, 2022. As of March 30, 2022, there were (i) 112,390 unvested RSUs outstanding under the 2020
Plan, (ii) outstanding options granted under the 2020 Plan covering 75,726 Ordinary Shares at a weighted average exercise price of $23.63,
of which 27,328 were vested and 48,938 were unvested, and (iii) 726,555 Ordinary Shares remaining available for issuance pursuant to future
awards that may be granted under the 2020 Plan.
68
The 2020 Plan is managed by our board of directors or by a committee
thereof nominated for the purpose of administrating the 2015 Plan.
The administrator has the authority to determine the terms and
conditions of the awards granted under the 2020 Plan. However, the exercise price of options and share appreciation rights must be no
less than the fair market value of the shares at the time of grant.
The 2020 Plan includes an Israeli sub-plan for the purpose of
enabling the Company to grant Israeli employees awards under the tax beneficial route known as the trustee capital gains route of Section
102 of the Israeli Income Tax Ordinance [New Version] 1961.
Insurance and Indemnification
We provide liability insurance for our directors and officers
against certain liabilities, which they may incur in connection with their activities on our behalf.
Our articles of association provide that directors and officers,
past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law, against liabilities and all
expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she is involved
by virtue of him or her being or having been a director or officer of the Company and against amounts paid or incurred by him or her in
the settlement thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions of our articles of association
or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
us of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
6.C. Board
Practices
Board Composition
Our board of directors is currently comprised of six members,
each of whom was elected for a term ending at the occasion of the annual general meeting of the Company to be held in 2022 and related
to the financial year ended on December 31, 2021. A director may be re-appointed. Our directors are elected at our general meeting of
shareholders in accordance with our articles of association. Pursuant to our articles of association, for so long as the Founding Shareholders
(i) own in the aggregate at least 40.0% of the issued and outstanding share capital of the Company, a number of directors equal to 50.0%
of the total number of directors will be elected from nominees selected by the Founding Shareholders, (ii) own in the aggregate less than
40% of the issued and outstanding share capital of the Company, but still own in the aggregate at least 25.0% of the issued and outstanding
share capital of the Company, a number of directors equal to 33.0% of the total number of directors will be elected from nominees selected
by the Founding Shareholders, and (iii) own in the aggregate less than 25% of the issued and outstanding share capital of the Company,
but still own in the aggregate at least 15.0% of the issued and outstanding share capital, one director will be elected from nominees
selected by the Founding Shareholders.
69
Foreign Private Issuer Status
As a foreign private issuer, we are exempt under the Exchange
Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In
addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as
promptly as U.S. companies whose securities are registered under the Exchange Act.
Controlled Company Exemption
Until recently, we were a “controlled company” as
set forth in the Nasdaq rules, and were able to rely on a “controlled company” exemption in addition to exemptions on which
we may rely as a foreign private issuer, because our Founding Shareholders beneficially owned more than 50% of the voting power of our
Ordinary Shares eligible to vote in the election of directors. However, as of December 31, 2021, our Founding Shareholders beneficially
own approximately 49.97% of our Ordinary Shares, and we may no longer rely on such “controlled company” exemptions.
Under Nasdaq rules, a company of which more than 50% of the voting
power is held by an individual, group or another company is a “controlled company” and may elect to utilize exemptions from
certain corporate governance standards, including the requirement (1) that a majority of the board of directors consist of independent
directors, (2) to have a compensation committee that is composed entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities and (3) that our director nominations be made, or recommended to the full board of directors,
by our independent directors or by a nominations committee that is composed entirely of independent directors and that we adopt a written
charter or board resolution addressing the nominations process.
Until recently, we utilized the exemption from the requirement
to have a majority of the board of directors consist of independent directors. We ceased to be a “controlled company” in November
2021 and are required to comply with the relevant Nasdaq rules within the applicable transition periods.
Board Committee Composition
Our board of directors has established an audit committee, a
compensation committee and a nominating and corporate governance committee.
Audit Committee
The audit committee, which consists of Lisbeth McNabb, John E. Taylor, Jr. and Laurent
Teitgen, assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements.
Lisbeth McNabb serves as chair of the committee. The audit committee consists exclusively of members of our board of directors who are
financially literate, and Lisbeth McNabb is considered an “audit committee financial expert” as defined by the SEC. Our board
has determined that John E. Taylor, Jr., Laurent Teitgen and Lisbeth McNabb meet the “independence” requirements set forth
in Rule 10A-3 under the Exchange Act and the Nasdaq rules, including the heightened independence standards applicable to audit committee
members. The audit committee is governed by a charter that complies with Nasdaq rules.
The audit committee is responsible for:
| • |
recommending the appointment of the independent auditor to the general meeting of shareholders; |
| • |
the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an
audit report or performing other audit services; |
| • |
pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to
render such services; |
| • |
evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to our board
of directors on at least an annual basis; |
70
| • |
reviewing and discussing with our board of directors and the independent auditor our annual audited financial statements and quarterly
financial statements prior to the filing of the respective annual and quarterly reports; |
| • |
reviewing our compliance with laws and regulations, including major legal and regulatory initiatives and also reviewing any major
litigation or investigations against us that may have a material impact on our financial statements; and |
| • |
reviewing and discussing the Company’s policies with respect to risk assessment and risk management and establishing procedures
for receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and
for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
The audit committee meets as often as one or more members of
our audit committee deem necessary, but in any event meets at least four times per year. The audit committee meets at least once per year
with our independent accountant, without our executive officers being present.
Compensation Committee
The compensation committee, which consists of John E. Taylor,
Jr., Laurent Teitgen and Lisbeth McNabb, assists our board of directors in determining executive officer compensation. John E. Taylor,
Jr. serves as chair of the committee. The committee recommends to our board of directors the compensation of each of our executive officers.
Under SEC and Nasdaq rules, there are heightened independence standards for members of our compensation committee, including a prohibition
against the receipt of any compensation from us other than standard board member fees. All of our compensation committee members meet
this heightened standard.
The compensation committee is responsible for:
| • |
identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation; |
| • |
analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of our executive
officers; |
| • |
evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s
compensation based on such evaluation; |
| • |
determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy
and reviewing our executive officer compensation and benefits policies generally; |
| • |
periodically reviewing, in consultation with our Chief Executive Officer, our management succession planning; and |
| • |
reviewing and assessing risks arising from our compensation policies and practices for our employees and whether any such risks are
reasonably likely to have a material adverse effect on us. |
Nominating and Corporate Governance Committee
The nominating and corporate governance committee, which consists
of John E. Taylor, Jr., and Laurent Teitgen and Lisbeth McNabb, assists our board of directors in identifying individuals qualified to
become members of our board of directors consistent with criteria established by our board of directors and in developing our corporate
governance principles. John E. Taylor, Jr. serves as chair of the committee.
The nominating and corporate governance committee is responsible
for:
| • |
drawing up selection criteria and appointment procedures for board members; |
| • |
reviewing and evaluating the composition, function and duties of our board of directors; |
| • |
recommending nominees for selection to our board of directors and its corresponding committees; |
71
| • |
making recommendations to our board of directors as to determinations of board member independence; |
| • |
leading our board of directors in a self-evaluation, at least annually, to determine whether it and its committees are functioning
effectively; |
| • |
overseeing and recommending for adoption by the general meeting of shareholders the compensation for our board members; and
|
| • |
developing and recommending to our board of directors our rules governing the board of directors and code of business conduct, reviewing
and reassessing the adequacy of such rules and recommending any proposed changes to our board of directors. |
Duties of Board Members and Conflicts of Interest
Under Luxembourg law, members of our board of directors have
a duty of loyalty to act honestly, in good faith and with a view to our best interests. The members of our board of directors also have
a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling
their duty of care to us, the members of our board of directors must ensure compliance with our articles of association. In certain limited
circumstances, a shareholder has the right to seek damages if a duty owed by a member of our board is breached.
Pursuant to Luxembourg law, any director having a direct or indirect
financial interest in a transaction submitted for approval to our board of directors may not participate in the deliberations and vote
thereon, unless the transaction is not in the ordinary course of our business and conflicts with our interest, in which case the director
shall be obliged to advise our board of directors thereof and to cause a record of such director’s statement to be included in the
minutes of the meeting. He or she may not take part in these deliberations nor vote on such a transaction. At the next general meeting
of shareholders, before any other resolution is put to a vote, a special report shall be made on any transactions in which any of the
directors may have had an interest that conflicts with our interest.
Directors’ service contracts
There are no arrangements or understandings between us and any
of our subsidiaries, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination of their employment
or service as directors of our Company or any of our subsidiaries.
6.D. Employees
As of December 31, 2021, the Company had 154 employees located predominantly in Israel
and 2 employees located in the United States. Additionally, as of December 31, 2021 the Company had 211 dedicated contractors located
in Ukraine. Prior to Russia’s invasion of Ukraine in February 2022, 60 of our staff left Ukraine with our assistance, and 70 others
left to western areas of the country.
Our goal is to attract and retain highly qualified and motivated
personnel. We also engage contractors to support our efforts. None of our employees and service providers are subject to a collective
bargaining agreement. We consider our employee relations to be good and we have never experienced a work stoppage.
We are committed to maintaining a working environment in which
diversity and equality of opportunity are actively promoted and all unlawful discrimination is not tolerated. We are committed to ensuring
employees are treated fairly and are not subjected to unfair or unlawful discrimination. We value diversity and to that end recognize
the educational and business benefits of diversity amongst our employees, applicants and other people with whom we have dealings.
72
6.E. Share
Ownership
For information regarding the share ownership of directors and
officers, see Item 7.A. “Major Shareholders and Related Party Transactions - Major Shareholders.”
For information as to our equity incentive plans, see Item 6.B. “Compensation - Long-Term Incentive
Plans.”
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major
Shareholders
The following table sets forth information relating to the beneficial
ownership of our Ordinary Shares as of March 31, 2022 by:
| • |
each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Ordinary Shares;
|
| • |
each of our executive officers and directors; and |
| • |
all of our executive officers and directors as a group. |
For further information regarding material transactions between
us and principal shareholders, see Item 7.B. “Related Party Transactions.”
The number of Ordinary Shares beneficially owned by each entity, person, executive
officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the person has sole or shared voting
power or investment power. Additionally, Ordinary Shares that a person has the right to acquire within 60 days of March 31, 2022 through
the exercise of any option, warrant or other right are deemed to be outstanding and to be beneficially owned by such person for purposes
of computing the percentage ownership of such person, but are not deemed outstanding for purposes of computing the percentage ownership
of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Except as otherwise
indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with
respect to all Ordinary Shares held by that person.
The percentage of Ordinary Shares beneficially owned is computed
on the basis of 25,593,434 Ordinary Shares outstanding as of March 31, 2022.
The information set forth below regarding the beneficial ownership
for each of our principal shareholders has been furnished by such shareholders. Unless otherwise indicated below, the address for each
beneficial owner listed is NeoGames S.A., 10 Habarzel Street, Tel Aviv, 6971014, Israel.
|
Name of beneficial owner |
Number |
Percent |
||||||
|
5% or Greater Shareholders |
|
|
||||||
|
Elyahu Azur(1) |
3,193,717 |
12.5 |
% | |||||
|
Pinhas Zahavi(2) |
3,193,717 |
12.5 |
% | |||||
|
Executive officers and directors |
||||||||
|
Moti Malul(3) |
336,978 |
1.3 |
% | |||||
|
Raviv Adler(4) |
77,404 |
* |
||||||
|
Oded Gottfried(5) |
333,970 |
1.3 |
% | |||||
|
Rinat Belfer(6) |
41,902 |
* |
||||||
|
Barak Matalon(7) |
5,109,948 |
20.0 |
% | |||||
|
Aharon Aran(8) |
1,277,486 |
5.0 |
% | |||||
|
Laurent Teitgen |
- |
- |
||||||
|
John E. Taylor, Jr.(9) |
39,000 |
* |
||||||
|
Lisbeth McNabb(10) |
15,000 |
* |
||||||
|
All executive officers and directors as a group (9 persons)(11) |
7,231,688 |
27.8 |
% | |||||
* Indicates beneficial ownership of less than 1% of the total outstanding Ordinary Shares.
73
(1) Based on information reported on a Schedule 13G filed on February 16, 2021, Mr.
Azur holds 3,193,717 Ordinary Shares. The address for Mr. Azur is 6 Hertzel St., Tel-Aviv, Israel.
(2) Based on information reported on a Schedule 13G filed on February 16, 2021, Mr.
Zahabi holds 3,193,717 Ordinary Shares. The address for Mr. Zahavi is 4 Voiotias St., limassol, Cyprus.
(3) Shares beneficially owned includes 282,323 options exercisable as of March 31,
2022, and 336,978 options exercisable within 60 days of March 31, 2022, for Ordinary Shares of the Company.
(4) Shares beneficially owned includes 73,001 options exercisable as of March 31,
2022, and 77,404 options exercisable within 60 days of March 31, 2022, for Ordinary Shares of the Company.
(5) Shares beneficially owned includes 330,478 Ordinary Shares of the Company, and
3,492 options exercisable as of March 31, 2022 for Ordinary Shares of the Company.
(6) Shares beneficially owned includes 30,971 options exercisable as of March 31,
2022, and 41,902 options exercisable within 60 days of March 31, for Ordinary Shares of the Company.
(7) Based on information reported on a Schedule 13G filed on February 16, 2021, Mr.
Matalon holds 5,109,948 Ordinary Shares. The address for Mr. Matalon is 10 Habarzel St., Tel Aviv, Israel.
(8) Based on information reported on a Schedule 13G filed on February 16, 2021, Mr.
Aran holds 1,277,486 Ordinary Shares. The address for Mr. Aran is 32 Tuval St. Ramat Gan, Israel.
(9) Shares beneficially owned includes 14,709 Ordinary Shares, and 24,291 options
exercisable as of March 31, 2022 for Ordinary Shares of the Company.
(10) Shares beneficially owned includes 15,000 options exercisable as of March 31,
2022 for Ordinary Shares of the Company.
(11) Shares beneficially owned includes 6,732,621 Ordinary Shares of the Company,
429,078 options exercisable as of March 31, 2022, and 499,067 options exercisable within 60 days of March 31, 2022, for Ordinary Shares
for the Company.
Our directors and executive officers hold, in the aggregate, options exercisable for
429,078 Ordinary Shares, as of March 31, 2022. The options have a weighted average exercise price of $7.5 per share and have expiration
dates generally 10 years after the grant date of the option.
Changes in Ownership of Major Shareholders
To our knowledge, other than as disclosed in the table above,
our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major
shareholder since January 1, 2019.
Voting Rights
The major shareholders listed above do not have voting rights
with respect to their Ordinary Shares that are different from the voting rights of other holders of our Ordinary Shares.
Change in Control Arrangements
We are not aware of any arrangement that may at a subsequent
date, result in a change of control of the Company. On January 17, 2022, we announced the Aspire Tender Offer, which is currently pending.
For more information regarding the Proposed Acquisition of Aspire, including the Aspire Tender Offer, see “Related
Party Transactions - Relationship with Aspire.”
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Registered Holders
Based on a review of the information provided to us by our transfer
agent, as of March 31, 2022, there were 6 registered holders of our Ordinary Shares, one of which (Cede & Co., the nominee of the
Depositary Trust Company) is a United States registered holder, holding approximately 48.8% of our outstanding Ordinary Shares. The number
of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such
beneficial holders are resident since many of these Ordinary Shares were held by brokers or other nominees.
7.B. Related
Party Transactions
The following is a description of our ongoing or presently proposed
related party transactions since January 1, 2019.
Relationship with Aspire
NeoGames was established as an independent company in 2014, following
a spin-off from Aspire, a B2C and B2B service provider in the iGaming industry. Barak Matalon and Aharon Aran, members of our board of
directors, are also members of Aspire’s board of directors. Further, Barak Matalon, Elyahu Azur, Pinhas Zahavi and Aharon Aran,
who collectively own a majority of the shares of Aspire, hold as of March 31, 2022 approximately 49.9% of our Ordinary Shares.
Prior to our spin-off from Aspire, our management team was responsible
for the iLottery business of Aspire. As part of the spin-off, NeoGames has entered into the following agreements with the Aspire Group:
Framework Agreement
On April 24, 2015, with effect as of April 30, 2014, NeoGames
entered into an agreement (the “Aspire Framework Agreement”) with Aspire and AG Software Limited (“AG Software”),
a member of the Aspire Group that provides the framework for the restructuring and the separate operation of each of the parties and their
respective businesses. NeoGames acquired from the Aspire Group the suite of software products used solely in the iLottery market, as well
as the rights to certain contracts held by the Aspire Group, in consideration for the Aspire Promissory Notes.
Transition Services Agreement
On June 15, 2015, with effect as of April 30, 2014, NeoGames
entered into a transition services agreement (as amended on August 6, 2015, the “Aspire Transition Services Agreement”) with
Aspire and William Hill pursuant to which NeoGames agreed to provide Aspire with certain dedicated development, maintenance and support
services necessary for the operation of Aspire’s business. These services are now primarily provided by teams that are dedicated
to Aspire and are employees of Aspire, but NeoGames’ employees supervise the software development work of Aspire’s employees
to ensure that their work is released within the overall release plan and does not interfere with other functions of the platform. We
received approximately $1.6 million, $2.4 million and $4.0 million pursuant to the Aspire Transition Services Agreement in the years ended
December 31, 2021, 2020 and 2019, respectively. Pursuant to the terms of the Aspire Transition Services Agreement, rights in the work
product created by Aspire for the sole benefit of Aspire are owned by Aspire and rights in the work product created by NeoGames for the
sole benefit of NeoGames are owned by NeoGames. However, rights in the work product created for the benefit of both NeoGames and Aspire
are owned by NeoGames and licensed to Aspire under the terms of the Aspire Software License Agreement.
Trademark License Agreement
On April 24, 2015, NeoGames entered into a trademark license
agreement with Aspire and William Hill (as amended and restated on August 6, 2015, the “Aspire Trademark License Agreement”)
pursuant to which Aspire granted to NeoGames an exclusive license to use the “NEOGAMES” trademark in connection with our business.
In September 2020, Aspire and NeoGames executed a trademark assignment agreement and filed deeds of assignment in respect of the registered
NEOGAMES trademarks in the EU and the United States that has been recorded in the public registrar.
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Aspire Promissory Notes
On April 24, 2015, with effect as of April 30, 2014, NeoGames
issued to Aspire and AG Software promissory notes (as amended and restated, the “Aspire Promissory Notes”) in aggregate principal
amounts of approximately $3.0 million and $5.5 million, respectively. On May 18, 2017, the aggregate principal amount of the promissory
note issued to Aspire was increased from $3.0 million to $16.3 million (bringing the aggregate principal amount of the Aspire Promissory
Notes to approximately $21.8 million). The Aspire Promissory Notes bear interest at a rate of 1.0% per annum, payable on a quarterly basis
in arrears, and matured on March 31, 2022.
The Aspire Promissory Notes were repaid in full upon maturity,
on March 31, 2022.
Aspire Software License Agreement
In April 2015, NeoGames entered into a software license agreement
(as amended in August 2015 and in June 2018, the “Aspire Software License Agreement”) with AG Software, Aspire and William
Hill, pursuant to which ownership of intellectual property in a suite of software products was allocated between NeoGames and Aspire.
In accordance with the Aspire Software License Agreement, software used in both the iLottery business and the iGaming business (the “Mixed-Use
Software”) remained in the ownership of Aspire but was exclusively and irrevocably licensed to NeoGames for use in our iLottery
business. The Mixed-Use Software includes components such as the wallet, cashier functions and random numbers generator used in our iLottery
offerings.
The license from Aspire allows NeoGames to use the Mixed-Use
Software to (i) facilitate its iLottery business worldwide, (ii) design, develop and implement online gaming, lottery or sports products
and services for B2B customers in the gaming and sports businesses in the United States, (iii) grant a sub-license to William Hill for
use when William Hill is operating under its own brand, and under certain circumstances when William Hill is operating under third-party
brands, for its gaming and sports business and (iv) design, develop and implement games content (including scratch card, instant win,
table and casino games) to customers (except for platform providers or white label companies who are competitors of Aspire) worldwide.
The license from Aspire allows NeoGames to make broad use of the Mixed-Use Software in connection with the foregoing rights, including
but not limited to adapting, modifying or enhancing it, granting sub-licenses, and distributing and selling it.
Meanwhile, Aspire can use the Mixed-Use Software to (i) facilitate
its B2C gaming or sports business worldwide, (ii) facilitate its B2C iLottery business worldwide (except in jurisdictions where NeoGames
operates its iLottery business), (iii) design, develop and implement online gaming, lottery or sports products and services for B2G customers
in the iLottery business (except in the United States) and (iv) offer online games content (including scratch card, instant win, table
and casino games) to customers (except for B2G customers in the United States and certain competitors of NeoGames) worldwide.
Pursuant to the terms of the Aspire Software License Agreement,
the WH Features (as defined below) and modifications to the Mixed-Use Software developed by NeoGames and used exclusively in the iLottery
offering are owned by NeoGames and licensed to Aspire on the same terms as Aspire’s rights to use the Mixed-Use Software set forth
above. Pursuant to the terms of the Aspire Software License Agreement, modifications to the Mixed-Use Software developed by Aspire and
used exclusively in the iGaming offering are owned by Aspire and licensed to NeoGames on the same terms as NeoGames’ license to
the Mixed-Use Software set forth above.
In accordance with the terms of the Aspire Software License Agreement,
NeoGames is not permitted to design, develop or implement casino and slots content for games aggregators, and Aspire is not permitted
to design, develop and implement scratch and instant content for games aggregators.
Cost Allocation Agreement
On July 8, 2015, with effect as of June 15, 2014, NGS entered
into a cost allocation agreement with Aspire Global Marketing Solutions pursuant to which each party has agreed to bear certain costs
that are then recovered at cost from the other party. We paid $1.6 million, $1.4 million and $1.5 million and received $0.2 million, $0.2
million and $0.2 million in the years ended December 31, 2021, 2020 and 2019, respectively.
Proposed Acquisition of Aspire
On January 17, 2022 we have commenced a public offer to the shareholders
of Aspire Global plc, for a total purchase price of approximately $480 million (based on a SEK to $ foreign exchange rate of 0.111 at
January 17, 2022 as reported by Bloomberg) in cash and shares (the “Aspire Tender Offer”). We have offered to acquire all
of the outstanding shares of Aspire through a combination of cash for 50% of Aspire’s shares at a price of SEK 111 per share, and
equity consideration for the remaining 50% of Aspire’s shares consisting of 7.6 million newly-issued shares in NeoGames (equal to
an exchange ratio of 0.32 shares in NeoGames per one share in Aspire Global). The exchange ratio was determined based on a $24.62 per
share price for NeoGames on January 14, 2022 (being the last day of trading on the Nasdaq Stock Exchange before the announcement of the
public offer) and a SEK 71.05 per share price for Aspire, and a SEK to $ foreign exchange rate of 0.111 at January 17, 2022 as reported
by Bloomberg. Newly issued NeoGames shares will be delivered in the form of Swedish depository receipts.
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Aspire shareholders who in the aggregate own approximately 67%
of Aspire’s outstanding shares, some of whom are also our Founding Shareholders, have irrevocably elected to accept the offer and
will elect to receive up to 100% of the 7.6 million offered NeoGames shares, as their consideration (subject to proration).
The independent bid committee
of Aspire (consisting of the independent board members Carl Klingberg and Fredrik Burvall) recommended to Aspire’s shareholders
to accept the Aspire Tender Offer and elect an all-cash consideration. The Aspire Tender Offer is conditioned upon, inter
alia (a) acceptance by not less than 90% of the total number of outstanding shares in Aspire, (b) amendment of Aspire articles
of association allowing the owner of not less than 90% of the total number of outstanding shares in Aspire to acquire the remaining shares
that have not been tendered in the Aspire Tender Offer, (c) acceleration of vesting of outstanding options under certain incentive programs
of Aspire, resulting in the creation of not more than 828,094 new Aspire shares, (d) obtaining all necessary regulatory, governmental
or other similar approvals, and other conditions.
Following and subject
to the completion of the Aspire Tender Offer, and provided not all Aspire shares were tendered in the Aspire Tender Offer (all such remaining
shares, “Aspire Minority Shares”, and the holders thereof, “Aspire Minority Shareholders”), the Company intends
to require all Aspire Minority Shareholders to transfer to the Company the Aspire Minority Shares pursuant to the amended articles of
association of Aspire (the “Squeeze Out Merger”; the Aspire Tender Offer and the Squeeze Out Merger, the “Proposed Acquisition
of Aspire”). The consideration per share to be paid to the Aspire Minority Shareholders in the Squeeze Out Merger will be, at
the sole discretion of the Company, either the same consideration as that offered in the Aspire Tender Offer, or the corresponding value:
in cash alone; or in a combination of cash and non-cash consideration.
The Proposed Acquisition of Aspire will be financed in part by the Interim Facilities
made available by the Interim Lenders, or if the Senior Facilities Agreement is signed and no Interim Facility has been funded prior to
such time, then by the Senior Facilities made available by the Lenders. For more information, see “Operating
and Financial Review and Prospects - Liquidity and Capital Resources - Financing for the Proposed Acquisition of Aspire.”
The remaining part of the consideration paid in cash pursuant to the Proposed Acquisition of Aspire will be financed by cash available
on the Company’s balance sheet at the time of the closing. As of the date hereof, the Company has incurred costs in an amount of
approximately $1.6 million in connection with the financing agreements with Blackstone. The Company has not incurred costs in connection
with the FX Hedging Transaction. The costs of the FX Hedging Transaction will be incurred only upon completion of the Aspire Tender Offer.
There is no certainty that the Aspire Tender Offer will be accepted
by the required majority, that the Proposed Acquisition of Aspire will be completed, or regarding the terms or the timing of that acquisition.
For additional information on the Aspire Tender Offer, see our current report on Form 6-K filed with the SEC on January 18, 2022.
Relationship with William Hill
We have a strategic partnership with William Hill, who is our
client (with respect to certain software development projects and licensing rights described below), our lender (with respect to the credit
facility described below) and, until recently, one of our major shareholders. William Hill was acquired by Caesars on April 22, 2021.
Pursuant to a Schedule 13D/A filed on March 18, 2022, Caesars consummated on March 14, 2022 a block sale of an aggregate of 2,151,310
Ordinary Shares, following which sale Caesars beneficially owns no Ordinary Shares.
Shareholders’ Agreement
On August 6, 2015, we entered into an Investment and Framework
Shareholders’ Agreement with William Hill and certain of our shareholders (the “Shareholders’ Agreement”), pursuant
to which we issued 56,003,584 of our Ordinary Shares to William Hill for an aggregate purchase price of $25.0 million. Pursuant to the
Shareholders’ Agreement, William Hill also had the right to appoint a member of our board of directors.
Pursuant to the Shareholders’ Agreement, William Hill was
granted two option rights to purchase the Ordinary Shares held by certain of our shareholders. The first option lapsed in 2019 and was
not exercised. The second option allows William Hill to purchase the Ordinary Shares held by certain of our shareholders at the greater
of $182.0 million and a price per share based on a multiple (between seven and 12.5, depending on the portion of the Company’s revenues
attributable to the Michigan iLottery) of the Company’s earnings before interest and taxes for the year ended December 31, 2020.
William Hill waived this option prior to the completion of our initial public offering.
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Upon the completion of our initial public offering, the Shareholders’
Agreement terminated.
WH Credit Facility
On August 6, 2015, William Hill made available to us a credit
facility (the “WH Credit Facility”) in the principal amount of $15.0 million, bearing interest at the rate of 5.0% per annum.
On June 18, 2018, the WH Credit Facility was amended so that $10.0 million out of the $15.0 million would bear interest at the rate of
1.0% per annum and the remaining $5.0 million would continue to bear interest at the rate of 5.0% per annum.
On October 20, 2020, we entered into a loan agreement with William
Hill Finance Limited (“WHFL”), an affiliate of William Hill, which sets out amended terms and repayment schedule with respect
to our outstanding loans under the WH Credit Facility (the “Loan Agreement”).
In the years ended December 31, 2018 and 2019, WHFL extended
to us the following loans under the WH Credit Facility: (a) on March 13, 2018, an amount of $4.0 million (“Tranche A”), (b)
on October 11, 2018, an amount of $2.0 million (“Tranche B”), (c) on January 29, 2019, an amount of $3.0 million (“Tranche
C”) and (d) on September 27, 2019, an amount of $3.5 million (“Tranche D”).
On September 18, 2020, WHFL extended to us a loan of $2.5 million
(“Tranche E”), which was immediately used to pay off a portion of Tranche A. On September 18, 2020, WHFL also extended to
us a loan of $2.0 million under the WH Credit Facility (“Tranche F”), which was immediately used to pay off the remaining
principal amount of Tranche A and all interest accrued under the WH Credit Facility as of such date. According to the terms of the Loan
Agreement, as of June 30, 2021 the Company paid in full both the principal and accrued interest associated with Tranche F in a total amount
of $2.1 million.
Pursuant to the Loan Agreement, the maturity date for Tranches
B, C, D and E is June 15, 2023. As of December 31, 2020, we may not draw any additional funds under the WH Credit Facility. Tranches B,
C, D and E bear interest at a rate of 1.0% per annum.
Pursuant to the Loan Agreement, WHFL has the right to appoint
an observer to attend each of our board of director meetings until the full repayment of the loan facilities.
Pursuant to the Loan Agreement, all present and future amounts
owed under the WH Credit Facility must be secured by a pledge over the shares of NGS and NeoGames US, LLP, wholly owned subsidiaries of
the Company.
In accordance with the Loan Agreement, the Company repaid on
June 30, 2021 Tranche F in the amount of $2.1 million, of which $1.5 million to set off the principal and the reminder represents accrued
interest.
Upon a change of control in the Company, WHFL is entitled to
cancel the WH Credit Facility and declare all amounts outstanding thereunder, together with all other amounts accrued under the Loan Agreement,
due and payable upon not less than five business days’ notice.
WHG License
On June 18, 2018, we entered into a binding term sheet (the “WH
Term Sheet”) with WHG (International) Ltd. (“WHG”), an affiliate of William Hill. Pursuant to the WH Term Sheet, we
granted WHG a sub-license (the “WHG License”) to use the NeoSphere platform, subject to certain branding restrictions, through
any channel and for use in any product offering.
The WHG License is irrevocable for the term of the WH Term Sheet,
which is in effect until a Master Software Development License Agreement (contemplated by the WH Term Sheet) is entered into by the parties
(the “MSDLA”).
Furthermore, pursuant to the WH Term Sheet, we granted WHG the
option to convert the WHG License into a perpetual license (the “IP Option”) for a payment of £15.0 million upon the
earlier of the termination of the MSDLA, once entered into, or a change of control of NeoGames. We have also agreed to provide WHG with
the IP Option following the completion of a four year period from the date of the WH Term Sheet. The Company and WHG are in the process
of negotiating the MSDLA.
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Pursuant to the WH Term Sheet, we have agreed to make available
to WHG a dedicated team that provides support services (the “WH Services”) for WHG projects related to the NeoSphere platform.
Our revenues from these arrangements were approximately $8.0
million, $6.7 million and $5.7 million in the years ended December 31, 2021, 2020 and 2019, respectively.
NeoGames and WHG have agreed on certain exclusivity obligations
in the United States. WHG is prohibited from using the NeoSphere platform in competition with NeoGames in the iLottery business. NeoGames
is prohibited from using the NeoSphere platform in competition with WHG in the B2C sports betting business, but is not prohibited from
independently using the NeoSphere platform in the B2B sports betting business.
All intellectual property developed in connection with the WH
Services, including both features developed by NeoGames for WHG (“WH Features”) and features jointly developed by WHG and
NeoGames, are owned by, and fully vested in, NeoGames. We are generally prohibited from providing the WH Features to any party other than
our existing customers and Aspire, subject to certain limitations.
Secondary Offering
In September 2021, we have completed a secondary offering whereby
Caesars Entertainment, Inc. (which acquired William Hill) sold in the aggregate 3,975,947 Ordinary Shares (including Ordinary Shares sold
by Caesars pursuant to an option granted to the underwriters and exercised by them in full) at a price of $37.79 per share, thereby reducing
their share ownership (as of the date of the offering) from 24.5% to 8.92%. See “ - Relationship
with William Hill” above regarding the sale by Caesars Entertainment, Inc. of all its Ordinary Shares on March 14, 2022.
Consultancy Agreement
On June 1, 2015, NGS and LOTYM HOLDINGS LTD. (“LOTYM”)
entered into an agreement pursuant to which LOTYM provides to NGS consulting services through Barak Matalon (one of the Founding Shareholders)
for a monthly consideration in the amount of NIS 45,000 (plus VAT). The agreement has an unlimited term, and may be terminated for convenience
by either party, subject to 180-days’ prior written notice. Mr. Matalon and LOTYM have signed undertakings, effective through the
term of the agreement and for 12 months following its termination, regarding (i) ownership in inventions by, and assignment thereof to,
the Company, (ii) non-competition against the Company, and (iii) non-solicitation of its employees, consultants, suppliers, customers,
investors and any party commercially engaged by it. The Company paid to the LOTYM $195 thousand, $158 thousand and $153 thousand in the
years ended December 31, 2021, 2020 and 2019, respectively.
Voting Agreement
Our Founding Shareholders have the exclusive right under our
articles of association to nominate up to 50% of our directors so long as they own in the aggregate at least 40.0% of our issued and outstanding
share capital. In furtherance of the foregoing, the Founding Shareholders have entered into a voting agreement pursuant to which the Founding
Shareholders vote as one group with regard to any matter relating to the nomination, election, appointment or removal of directors.
Other Agreements with Directors and Executive Officers
We have entered into employment agreements with each of our executive
officers in the ordinary course of business. The agreements provide for the terms of each individual’s employment or service with
the Company. Since our inception, we have also granted to our executive officers and to certain of our directors options to purchase Ordinary
Shares. For a description of transactions and arrangements with our directors and executive officers, see Item 6.B “Compensation - Executive
Officer and Board Member Compensation” and Item 6.B. “Compensation - Executive
Officer and Board Member Employment Agreements.”
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Indemnification Agreements
We have entered into indemnification agreements with our directors
and executive officers. See “Directors, Senior Management and Employees – Compensation –
Insurance and Indemnification” for a description of these indemnification agreements.
Policies and Procedures for Related Party Transactions
Our board of directors has adopted a policy providing that the
audit committee will review and approve or ratify material transactions, arrangements, or relationships in which we participate and in
which any related person has or will have a direct or indirect material interest. A “related person” is a director, director-nominee,
executive officer, or beneficial holder of more than 5% of any class of our voting securities or an immediate family member thereof. A
transaction involving an amount in excess of $120,000 is presumed to be a material transaction, though transactions involving lower amounts
may be material based on the facts and circumstances. Direct or indirect material interests may arise by virtue of control or significant
influence of the related person to the transaction or by a direct or indirect pecuniary interest of the related person in the transaction.
Under this policy, the audit committee shall review whether the transaction is on terms comparable to those that could be obtained in
arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, and
shall also take into account the conflicts of interest and corporate opportunity provisions of the Code of Ethics and Conduct that we
have adopted. All of the transactions described above were entered into prior to the adoption of this policy.
Certain of the foregoing disclosures are summaries of agreements,
and are qualified in their entirety by reference to such agreements.
7.C. Interests
of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL
INFORMATION
8.A. Consolidated
Statements and Other Financial