Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39274 | |
Entity Registrant Name | GAN Limited | |
Entity Central Index Key | 0001799332 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Address, Address Line One | 400 Spectrum Center Drive | |
Entity Address, Address Line Two | Suite 1900, | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 702 | |
Local Phone Number | 964-5777 | |
Title of 12(b) Security | Ordinary shares, par value $0.01 | |
Trading Symbol | GAN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,283,108 | |
Entity Information, Former Legal or Registered Name | Not applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 33,583 | $ 39,477 |
Accounts receivable, net of allowance for doubtful accounts of $100 and $120 at March 31, 2022 and December 2021, respectively | 7,840 | 8,110 |
Prepaid expenses | 4,248 | 3,498 |
Other current assets | 3,515 | 3,337 |
Total current assets | 49,186 | 54,422 |
Capitalized software development costs, net | 16,412 | 14,430 |
Goodwill | 143,116 | 146,142 |
Intangible assets, net | 32,287 | 35,893 |
Other assets | 9,691 | 10,023 |
Total assets | 250,692 | 260,910 |
Current liabilities | ||
Accounts payable | 5,775 | 5,268 |
Accrued compensation and benefits | 7,936 | 10,961 |
Accrued expenses | 4,468 | 4,669 |
Liabilities to users | 8,821 | 8,984 |
Other current liabilities | 3,024 | 3,151 |
Total current liabilities | 30,024 | 33,033 |
Deferred income taxes | 1,754 | 1,791 |
Other liabilities | 1,880 | 2,049 |
Total liabilities | 33,658 | 36,873 |
Shareholders’ equity | ||
Ordinary shares, $0.01 par value, 100,000,000 shares authorized, 42,253,108 and 42,250,743 shares issued and outstanding at March 31, 2022 and December 2021, respectively | 422 | 422 |
Additional paid-in capital | 321,311 | 319,551 |
Accumulated deficit | (80,859) | (76,360) |
Accumulated other comprehensive loss | (23,840) | (19,576) |
Total shareholders’ equity | 217,034 | 224,037 |
Total liabilities and shareholders’ equity | $ 250,692 | $ 260,910 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 100 | $ 120 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Outstanding | 42,253,108 | 42,250,743 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenue | $ 37,494 | $ 27,118 | |
Operating costs and expenses | |||
Cost of revenue | [1] | 11,700 | 8,719 |
Sales and marketing | 6,098 | 4,101 | |
Product and technology | 8,954 | 5,243 | |
General and administrative | [1] | 9,392 | 10,009 |
Restructuring | 1,059 | ||
Depreciation and amortization | 4,413 | 3,994 | |
Total operating costs and expenses | 41,616 | 32,066 | |
Operating loss | (4,122) | (4,948) | |
Other (income) loss, net | (9) | 1 | |
Loss before income taxes | (4,113) | (4,949) | |
Income tax expense | 386 | 661 | |
Net loss | $ (4,499) | $ (5,610) | |
Loss per share, basic and diluted | $ (0.11) | $ (0.13) | |
Weighted average ordinary shares outstanding, basic and diluted | 42,252,661 | 41,986,083 | |
Net loss | $ (4,499) | $ (5,610) | |
Other comprehensive loss, net of tax | |||
Foreign currency translation adjustments | (4,264) | (9,478) | |
Comprehensive loss | $ (8,763) | $ (15,088) | |
[1] | Excludes depreciation and amortization expense |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 365,000 | $ 203,842,000 | $ (45,766,000) | $ (2,877,000) | $ 155,564,000 |
Beginning balance, shares at Dec. 31, 2020 | 36,635,362 | ||||
Net loss | (5,610,000) | (5,610,000) | |||
Foreign currency translation adjustments | (9,478,000) | (9,478,000) | |||
Share-based compensation | 1,632,000 | 1,632,000 | |||
Issuance of ordinary shares as partial consideration in Coolbet acquisition | $ 53,000 | 106,630,000 | 106,683,000 | ||
Proceeds from issuance of shares in initial public offering, net of issuance costs of $7,075, shares | 5,260,516 | ||||
Fair value of replacement equity awards issued as consideration in Coolbet acquisition | 297,000 | 297,000 | |||
Issuance of ordinary shares upon exercise of share options | $ 1,000 | 314,000 | 315,000 | ||
Issuance of ordinary shares upon exercise of share options, shares | 108,222 | ||||
Ending balance, value at Mar. 31, 2021 | $ 419,000 | 312,715,000 | (51,376,000) | (12,355,000) | 249,403,000 |
Ending balance, shares at Mar. 31, 2021 | 42,004,100 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 422,000 | 319,551,000 | (76,360,000) | (19,576,000) | 224,037,000 |
Beginning balance, shares at Dec. 31, 2021 | 42,250,743 | ||||
Net loss | (4,499,000) | (4,499,000) | |||
Foreign currency translation adjustments | (4,264,000) | (4,264,000) | |||
Share-based compensation | 1,316,000 | 1,316,000 | |||
Accrued liability settled through issuance of shares | 444,000 | 444,000 | |||
Restricted share activity | |||||
Restricted share activity, shares | 2,365 | ||||
Issuance of ordinary shares upon exercise of share options, shares | |||||
Ending balance, value at Mar. 31, 2022 | $ 422,000 | $ 321,311,000 | $ (80,859,000) | $ (23,840,000) | $ 217,034,000 |
Ending balance, shares at Mar. 31, 2022 | 42,253,108 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,499) | $ (5,610) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of software and intangible assets | 4,082 | 3,755 |
Depreciation on property and equipment and finance lease right-of-use assets | 331 | 239 |
Share-based compensation expense | 1,222 | 1,632 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 237 | (5,334) |
Prepaid expenses | (670) | (90) |
Other current assets | (267) | (730) |
Other assets | 238 | 97 |
Accounts payable | 591 | (2,093) |
Accrued compensation and benefits | (2,885) | (43) |
Accrued expenses | (148) | 1,528 |
Liabilities to users | 22 | 1,808 |
Other current liabilities | (183) | |
Other liabilities | (95) | 305 |
Net cash used in operating activities | (2,024) | (4,536) |
Cash Flows From Investing Activities | ||
Cash paid for acquisition, net of cash acquired | (92,404) | |
Expenditures for capitalized software development costs | (3,543) | (1,762) |
Purchases of gaming licenses | (16) | (34) |
Purchases of property and equipment | (429) | (426) |
Net cash used in investing activities | (3,988) | (94,626) |
Cash Flows From Financing Activities | ||
Payments of offering costs | (604) | |
Proceeds from exercise of share options | 315 | |
Net cash used in financing activities | (289) | |
Effect of foreign exchange rates on cash | 118 | (1,018) |
Net decrease in cash | (5,894) | (100,469) |
Cash and cash equivalents, beginning of period | 39,477 | 152,654 |
Cash and cash equivalents, end of period | $ 33,583 | $ 52,185 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 — NATURE OF OPERATIONS GAN Limited (the “Parent,” and with its subsidiaries, collectively the “Company”) is an exempted company limited by shares, incorporated and registered in Bermuda. GAN plc, the previous parent, began its operations in the United Kingdom (“U.K.”) in 2002 and listed its ordinary shares on the AIM, the London Stock Exchange’s market for smaller companies, in 2013. On January 1, 2021, the Company acquired all of the outstanding shares of Vincent Group p.l.c. (“Vincent Group”), a Malta public limited company doing business as “Coolbet”. Coolbet is a developer and operator of an online sports betting and casino platform that is accessible through its website in markets across Northern Europe, Latin America and Canada. The Company is a business-to-business (“B2B”) supplier of a proprietary gaming system, GameSTACK™ (“GameSTACK”), which is used predominately in the U.S. land-based casino industry. For its B2B customers, GameSTACK is a turnkey technology solution for regulated real money internet gambling (“real money iGaming” or “RMiG”), online sports gaming, and virtual simulated gaming (“SIM”). The Company is also a business-to-consumer (“B2C”) developer and operator of an online sports betting and casino platform, providing international users with access through www.coolbet.com to its sportsbook, casino games and poker products. The Company operates in two |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 — BASIS OF PRESENTATION Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, in the opinion of management, of a normal recurring nature that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The financial data and other financial information disclosed in these notes to the condensed consolidated financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 or for any future annual or interim period. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are included in “Note 3 – Summary of Significant Accounting Policies” of its 2021 Form 10-K. In addition to repeating some of these significant accounting policies, the Company has added certain new significant accounting policies during the three months ended March 31, 2022, as described below. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, and may require significant adjustments to these reported balances in the future periods. Principles of Consolidation The condensed consolidated financial statements Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. Dollar while the Company’s foreign subsidiaries use their local currencies as their functional currencies. The assets and liabilities of foreign subsidiaries are translated to U.S. Dollars based on the current exchange rate prevailing at each reporting period. Revenue and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each period presented. Translation adjustments that arise from translating a foreign subsidiary’s financial statements from their functional currency to U.S. Dollars are reported as a separate component of accumulated other comprehensive loss in shareholders’ equity. Gains and losses arising from transactions denominated in a currency other than the functional currency are included in general and administrative expense in the condensed consolidated statements of operations as incurred. Foreign currency transaction and remeasurement gains and losses were a net gain of $ 867 and $ 46 for three months ended March 31, 2022 and 2021, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and trade receivables. At March 31, 2022, the Company held cash deposits in foreign countries, primarily in Northern Europe and Latin America, of approximately $ 31.7 Risks and Uncertainties – COVID-19 The coronavirus disease 2019 (“COVID-19”) pandemic, which was declared a national emergency in the United States in March 2020, significantly impacted the economic conditions and financial markets around the world. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Although more normalized activities have resumed, the ultimate impact of the pandemic on the Company’s future operating results is unknown and will depend, in part, on the length of time COVID-19 disruptions exist and the subsequent behavior of players after restrictions are fully lifted. A recurrence of COVID-19 cases or an emergence of additional variants could adversely impact the Company’s future financial results if suspension or cancellation of sporting events or closure of land-based casinos were to follow. The Company has considered the impact of COVID-19 on its accounting policies, judgments and estimates as part of the preparation of these condensed consolidated financial statements and has not identified additional items to disclose as a result. Additionally, management and the Board of Directors are monitoring the impacts of COVID-19 on the Company’s operations and have not identified any major operational challenges through the date of issuance of these condensed consolidated financial statements. Revenue Recognition Revenue from B2B Operations The Company’s revenue from its B2B operations are primarily from its internet gaming Software-as-a-Service platform, GameSTACK, that its customers use to provide real money internet gambling (“RMiG”), online sports gaming and simulated internet gaming (“SIM”) to its end users. The Company enters into contracts with its customers that generally range from three to five years and include renewal provisions. These contracts generally include provision of the internet gaming platform, content consisting of proprietary and third-party games, development services and support and marketing services. In certain cases, the contract may include computer hardware to be procured on behalf of the customer. The customers cannot take possession of the hosted GameSTACK software and the Company does not sell or license the GameSTACK software. The Company charges fees as consideration for it use of its internet gaming system, game content, support and marketing services based on a fixed percentage of the casino operator’s net gaming revenue or net sportsbook win, at the time of settlement of an event for RMiG contracts, considered usage-based fees, or at the time of purchase for in-game virtual credit for SIM contracts. The determination of the fee charged to its customers is negotiated and varies significantly. The Company’s promise to provide the RMiG SaaS platform and content licensing services on the hosted software is a single performance obligation. This performance obligation is recognized over time, as the Company provides services to its customer in its delivery of services to the player end user. The Company’s customers simultaneously receive and consume the benefits provided by the Company as it delivers services to its customers. Usage based fees are considered variable consideration as the service is to provide unlimited continuous access to its hosted application and usage of the hosted system is primarily controlled by the player end user. The transaction price includes fixed and variable consideration and is billed monthly with the amount due generally thirty days from the date of the invoice. Variable consideration is allocated entirely to the period in which consideration is earned as the variable amounts relate specifically to the customer’s usage of the platform that day and allocating the usage-based fees to each day is consistent with the allocation objective, primarily that the change in amounts reflect the changing value to the customer. The Company’s internet gaming system, game content, support and marketing services are provided equally throughout the term of the contract. These services are made up of a daily requirement to provide access and use of the internet gaming system and support services to the customer over a period of time, as well as to provide marketing services, and not a specified amount of services. The series of distinct services represents a single performance obligation that is satisfied over time. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Purchases of virtual credits within a transaction period on the SIM platform, generally a monthly convention, are earned at a point in time, upon the close of the respective period as the credit has no monetary value, cannot be redeemed, exchanged, transferred or withdrawn, represents solely a device for tracking game play during the month, does not obligate the Company to provide future services and the arrangements with the customer and player end user have no substantive termination penalty. In certain service agreements with its SIM customers, the Company receives fees for the purchases of in-game virtual credit made by end-users and remits payment to the SIM customer for their share of the SIM revenues. At March 31, 2022 and December 31, 2021, the Company has recorded a liability due to its customers for their share of the fees of $ 1,622 and $ 2,171 , respectively, within other current liabilities in the condensed consolidated balance sheets. The Company uses third-party content providers in supplying game content in its performance of providing game content on its platform to its customers. A customer has access to the Company’s propriety and licensed game content and additionally, the customer can direct the Company to procure third-party game content on its behalf. The Company has determined it acts as the principal for providing the game content when the Company controls the game content, and therefore presents the revenue on a gross basis in the condensed consolidated statements of operations. When the customer directs the Company to procure third-party game content, the Company determined it is deemed an agent for providing such game content, and therefore, records the revenue, net of the costs of content license fees, in the condensed consolidated statements of operations. The Company also provides ongoing development services involving updates to the RMiG platforms for enhanced functionality or customization. Ongoing development services are typically billed monthly, at a daily rate, for services performed. Revenue from RMiG platform development services are considered additional distinct promises to the customer as they access the platform in a single-tenant architecture, the added features provide new, discrete capabilities independent of the original features and provide independent value to the customer. Revenue is recognized over time as the Company performs the services. Revenue is measured using an input method based on effort expended, which uses direct labor hours incurred. As the performance obligation relates to the provision of development services over time, this method best reflects the transfer of control as the Company performs. In customer contracts that require a portion of the consideration to be received in advance, at the commencement of the contract, such advance payment is initially recorded as a contract liability. Other services include the resale of a third-party computer hardware, such as servers and other related hardware devices, upon which the GameSTACK software is installed for its customers. These products are not required to be purchased in order to access the GameSTACK platform but are sold as a convenience to the customer. The Company procures the computer hardware on the customer’s behalf for a fee determined based on cost of the computer hardware plus a markup. The Company charges a hardware deployment fee which is a one-time fee for installation, testing and certification of the computer hardware at the gaming hosting facility. Revenue is recognized at the point in time when control of the hardware transfers to the customer. Control is transferred after the hardware has been procured, delivered, installed at the customer’s premises and configured to allow for remote access. The Company has determined that it is acting as the principal in providing computer hardware and related services as it assumes responsibility for procuring, delivering, installing and configuring the hardware at the customer’s location and takes control of the hardware, prior to transfer. Revenue is presented at the gross amount of consideration to which it is entitled from the customer in exchange for the computer hardware and related services. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The Company generates revenue from time to time from the licensing of its U.S. patent, which governs the linkage of on-property reward cards to their counterpart internet gaming accounts together with bilateral transmission of reward points between the internet gaming technology system and the land-based casino management system present in all U.S. casino properties. The nature of the promise in transferring the license is to provide a right to use the patent as it exists. The Company does not have to undertake activities to change the functionality of the patent during the license period and the license has significant stand-alone functionality. Therefore, the Company recognizes the revenue from the license of the patent at the point in time when control of the license is transferred to the customer. Control is determined to transfer at the point in time the customer is able to use and benefit from the license. Contracts with Multiple Performance Obligations For customer contracts that have more than one performance obligation, the transaction price is allocated to the performance obligations in an amount that depicts the relative stand-alone selling prices of each performance obligation. Judgment is required in determining the stand-alone selling price for each performance obligation. In determining the allocation of the transaction price, an entity is required to maximize the use of observable inputs. When the stand-alone selling price of a good or service is not directly observable, an entity is required to estimate the stand-alone selling price. Contracts with its customers may include platform and licensing of game content services, as well as development services and computer hardware services. The variable consideration generated from the platform and the licensing of game content is allocated entirely to the performance obligation for platform and licensing of game content services and the remaining fixed fees for development services and computer hardware would be allocated to each of the remaining performance obligation based on their relative stand-alone selling prices. The variable consideration relates entirely to the effort to satisfy the platform and licensing game content services and the fixed consideration relates to the remaining performance obligations which is consistent with the allocation objective. Revenue from Gaming Operations The Company operates the B2C gaming site www.coolbet.com outside of the U.S., which contains proprietary software and includes the following product offerings: sportsbook, poker, casino, live casino and virtual sports. The Company manages an online sportsbook allowing users to place various types of wagers on the outcome of sporting events conducted around the world. The Company operates as the bookmaker and offers fixed odds wagering on such events. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Revenue from online sportsbook is reported net after deduction of player winnings and bonuses. Revenue from wagers is recognized when the outcome of the event is known. The Company offers live casino through its digital online casino offering in select markets, allowing users to place a wager and play games virtually at retail casinos. The Company offers users a catalog of over 2,700 Peer-to-peer poker offerings allow users to play poker against one another on the Company’s online poker platform for prize money. Revenue is recognized as a percentage of the reported rake. Additionally, the Company offers tournament poker which allows users to buy-in for a fixed price for prize money. For tournament play, revenue is recognized for the difference between the entry fees collected and the amounts paid out to users as prizes and winnings. In each of the online gaming products, a single performance obligation exists at the time a wager is made to operate the games and award prizes or payouts to users based on a particular outcome. Revenue is recognized at the conclusion of each contest, wager, or wagering game hand. Additionally, certain incentives given to users, for example, that allow the user to make an additional wager at a reduced price, may provide the user with a material right which gives rise to a separate performance obligation. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The Company allocates a portion of the user’s wager to incentives that create material rights that are redeemed or expired in the future. The allocated revenue for gaming wagers is primarily recognized when the wagers occur because all such wagers settle immediately. The Company applies a practical expedient by accounting for revenue from gaming on a portfolio basis because such wagers have similar characteristics, and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. Sales and Marketing Sales and marketing expense primarily consists of general marketing and advertising costs, B2C user acquisition expenses and personnel costs within our sales and marketing functions. Sales and marketing costs are expensed as incurred. Content Licensing Fees Content licensing fees are paid to third parties for gaming content which are expensed as incurred. Content licensing fees are calculated as a percentage of net gaming revenues in respect of the third-party games, as stipulated in the third-party agreements. Share-based Compensation Share-based compensation expense is recognized for share options and restricted shares issued to employees and non-employee members of the Company’s Board of Directors. The Company’s issued share options and restricted shares, which are primarily considered equity awards and include only service conditions, are valued based on the fair value of these awards on the date of grant. The fair value of the share options is estimated using a Black-Scholes option pricing model and the fair value of the restricted shares (restricted share awards and restricted share units) is based on the market price of the Company’s shares on the date of grant. Certain restricted share units awards issued to non-employee members of the Company’s Board of Directors permit shares upon vesting to be withheld, as a means of meeting the non-employee director’s tax withholding requirements, and paid in cash to the non-employee director. The Company additionally incurs share-based compensation expense under compensation arrangements with certain of its employees under which the Company will settle bonuses for a fixed dollar amount by issuing a variable number of shares based on the Company’s stock price on the settlement date. These awards are classified as liability-based awards which are measured based on the fair value of the award at the end of each reporting period until settled. Related compensation expense is recognized based on changes to the fair value over the applicable service period Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. For awards with graded vesting and only service conditions, compensation cost is recorded on a straight-line basis over the requisite service period of the entire award. Forfeitures are recorded in the period in which they occur. Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. In periods of loss, basic and diluted per share information are the same. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Cash Cash is comprised of cash held at the bank and third-party service providers. The Company is required to maintain compensating cash balances to satisfy its liabilities to users. Such balances are included within cash in the condensed consolidated balance sheets and are not subject to creditor claims. At March 31, 2022 and December 31, 2021, the related liabilities to users was $ 8,821 and $ 8,984 Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on a straight-line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the statement of operations. Capitalized Software Development Costs, net The Company capitalizes certain development costs related to its internet gaming platforms during the application development stage. Costs associated with preliminary project activities, training, maintenance and all other post implementation stage activities are expensed as incurred. Software development costs are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. The Company capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the platform. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives, which generally ranges from three to five years , and are included within depreciation and amortization expense in the condensed consolidated statements of operations. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Goodwill Goodwill represents the excess of the fair value of the consideration transferred over the estimated fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company has recorded goodwill primarily from its acquisition of Coolbet in January 2021. Goodwill is not amortized, but rather is reviewed for impairment annually (as of October 1st) or more frequently if facts or circumstances indicate that it is more-likely-than-not the fair value of a reporting unit may be below its carrying amount. The Company has determined that it has two reporting units: B2C and B2B. In its goodwill impairment testing, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit, including goodwill, is less than its carrying amount prior to performing the quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the quantitative goodwill impairment test is required. Otherwise, no further analysis would be required. If the quantitative impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company’s reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down to the fair value and an impairment loss is recognized. If the fair value of the reporting unit exceeds its carrying amount, no further analysis is required. Fair value of the reporting unit is determined using valuation techniques, primarily the discounted cash flow analysis. ASC Topic 350 requires that goodwill be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative assessment to determine whether events or circumstances such as those described in ASC 350-20-35-3C existed and concluded that they did not exist during the interim period; therefore, an interim impairment test was not performed. However, in light of the decline in share price since the Coolbet acquisition, the Company will continue to monitor events and circumstances to determine if an interim impairment test will be required prior to the annual test. Long-lived Assets Long-lived assets, except goodwill, consist of property and equipment, and finite lived acquired intangible assets, such as developed software, gaming licenses, trademarks, trade names and customer relationships. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting the estimated useful lives. The fair value of the acquired intangible assets is primarily determined using the income approach. In performing these valuations, the Company’s key underlying assumptions used in the discounted cash flows were projected revenue, gross margin expectations and operating cost estimates. There are inherent uncertainties and management judgment is required in these valuations. Acquired in-process technology consists of a proprietary technical platform. The Company reviews the in-process technology for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the in-process technology efforts are completed. When completed, the developed technology will be amortized over its estimated useful life based on an amortization method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. The integrated technology is expected to be completed in the fourth quarter of 2022. Long-lived assets, except goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to their carrying amount. If the carrying amount of the long-lived asset or asset group are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various techniques, such as discounted cash flow models using probability weighted estimated future cash flows and the use of valuation specialists. During the three months ended March 31, 2022, there was no triggering event that would cause the Company to believe the value of its long-lived assets should be impaired. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Liabilities to Users The Company records liabilities for user account balances. User account balances consist of user deposits, promotional awards and user winnings less user withdrawals and user losses. Legal Contingencies and Litigation Accruals On a quarterly basis, the Company assesses potential losses in relation to pending or threatened legal matters. If a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. Estimates of any such loss are subjective in nature and require the evaluation of numerous facts and assumptions as to future events, including the application of legal precedent which may be conflicting. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, the Company’s financial results will increase or decrease accordingly. Income Taxes The Company is subject to income taxes in the United States, U.K., Bulgaria, Israel, Canada, and Malta. The Company records an income tax expense (benefit) for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The effect on deferred income tax of a change in tax rates are recorded in the period of the enactment. Deferred tax assets are reduced, through a valuation allowance, if necessary, by the amount of such benefits that are not expected to be realized based on current available evidence. In evaluating the Company’s ability to recover deferred tax assets in the jurisdiction from which they arise, all available positive and negative evidence is considered, including results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax-planning strategies. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if management believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately provided for uncertain tax positions, no assurance can be given that the final tax outcome of these matters would not be materially different. Adjustments are made when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The Company recognizes penalties and interest related to income tax matters in income tax expense. Segments The Company operates in two operating segments, B2B and B2C. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess the Company’s performance. The Company’s CODM is the Chief Executive Officer. The CODM allocates resources and assesses performance based upon discrete financial information at the operating segment level. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 — PROPERTY AND EQUIPMENT, NET Property and equipment, net is recorded in other assets in the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021 and consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Life March 31, 2022 December 31, 2021 Fixtures, fittings and equipment 3 5 years $ 3,146 $ 2,935 Platform hardware 5 years 2,038 2,054 Total property and equipment, cost 5,184 4,989 Less: accumulated depreciation (2,689 ) (2,444 ) Total $ 2,495 $ 2,545 Depreciation expense related to property and equipment was $ 310 218 |
CAPITALIZED SOFTWARE DEVELOPMEN
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET | NOTE 5 — CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET Capitalized software development costs, net at March 31, 2022 and December 31, 2021 consisted of the following: SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET March 31, 2022 December 31, 2021 Capitalized software development costs $ 28,253 $ 26,127 Development in progress 6,360 5,910 Total capitalized software development, cost 34,613 32,037 Less: accumulated amortization (18,201 ) (17,607 ) Total $ 16,412 $ 14,430 At March 31, 2022, development in progress primarily represents costs associated with new proprietary content, enhancements to the B2B software platform, and the development of GAN Sports. The GAN Sports B2B sportsbook technology is expected to be placed in service in the fourth quarter of 2022. Amortization expense related to capitalized software development costs was $ 1,162 and $ 760 for the three months ended March 31, 2022 and 2021, respectively. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 — GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill, by segment, for the three months ended March 31, 2022 were as follows: SCHEDULE OF GOODWILL B2B B2C Total Balance at January 1, 2022 $ 72,230 $ 73,912 $ 146,142 Effect of foreign currency translation (1,529 ) (1,497 ) (3,026 ) Balance at March 31, 2022 $ 70,701 $ 72,415 $ 143,116 Intangible Assets Definite-lived intangible assets, net consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 26,824 $ (11,177 ) $ 15,647 In-process technology — 7,973 — 7,973 Customer relationships 3.0 5,347 (2,228 ) 3,119 Trade names and trademarks 10.0 5,580 (996 ) 4,584 Gaming licenses 6.5 years 2,187 (1,223 ) 964 $ 47,911 $ (15,624 ) $ 32,287 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 27,390 $ (9,130 ) $ 18,260 In-process technology — 8,142 — 8,142 Customer relationships 3.0 5,460 (1,820 ) 3,640 Trade names and trademarks 10.0 5,699 (882 ) 4,817 Gaming licenses 6.4 2,219 (1,185 ) 1,034 $ 48,910 $ (13,017 ) $ 35,893 GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Amortization expense related to intangible assets was $ 2,920 2,995 Estimated amortization expense for the next five years is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Amount Remainder of 2022 $ 8,709 2023 11,537 2024 645 2025 633 2026 579 Thereafter 10,184 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 — ACCRUED EXPENSES Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2022 December 31, 2021 Content license fees $ 2,050 $ 2,402 Sales taxes 1,251 1,400 Income taxes 564 245 Other 603 622 Total $ 4,468 $ 4,669 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 8 — OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, 2022 December 31, 2021 Revenue share due to SIM customers $ 1,622 $ 2,171 Operating lease liabilities 434 472 Contract liabilities 720 261 Other 248 247 Total $ 3,024 $ 3,151 Revenue share due to SIM customers represents the fees collected for in-game virtual purchases made by end-user players which are due to the customers for their share of the SIM revenues generated from the Company’s platform. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 9 — SHARE-BASED COMPENSATION In April 2020, the Board of Directors established the GAN Limited 2020 Equity Incentive Plan (“2020 Plan”) which has been approved by the shareholders. The 2020 Plan initially provides for grants of up to 4,400,000 ordinary shares, which then increases through 2029, by the lesser of 4 % of the previous year’s total outstanding ordinary shares on December 31 st 7,559,574 ordinary shares and there were 782,847 ordinary shares available for future issuance under the 2020 Plan. Share Options A summary of the share option activity as of and for the three months ended March 31, 2022 is as follows: SCHEDULE OF SHARE-BASED COMPENSATION, OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 4,138,215 $ 13.05 8.05 $ 11,229 Granted 338,280 0.07 Exercised — — Forfeited/expired or cancelled (490,041 ) 21.62 Outstanding at March 31, 2022 3,986,454 $ 10.89 7.33 $ 5,173 Options exercisable at March 31, 2022 2,338,814 $ 7.14 6.39 $ 3,940 The Company recorded share-based compensation expense related to share options of $383 and $ 1,139 for the three months ended March 31, 2022 and 2021, respectively. Such share-based compensation expense for the three months ended March 31, 2021 was recorded net of $ 48 , which was recorded in capitalized software development costs. At March 31, 2022, there was total unrecognized compensation cost of $ 13,827 2.92 years. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Share option awards generally vest 25% after one year and then monthly over the next 36 months thereafter and have a maximum term of ten years During the three months ended March 31, 2022, the Board of Directors approved the issuance of options to purchase 338,280 336,280 0.01 The weighted average grant date fair value of options granted was $ 6.12 12.86 for the three months ended March 31, 2022 and 2021, respectively. Restricted Share Units Restricted share units are issued to non-employee directors and employees. For equity-classified restricted share units, the fair value of restricted share units is based on fair market value of the Company’s ordinary shares on the date of grant and is amortized on a straight-line basis over the vesting period. In January 2022, the Board of Directors approved the issuance of 108,720 four years 25% GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) In March 2022, the Board of Directors approved the issuance of 1,117,437 25% 73,446 The 59 The Company recorded share-based compensation expense related to restricted share units of $ 924 for the three months ended March 31, 2022. At March 31, 2022, there was total unrecognized compensation cost of $9,248 related to nonvested restricted share units The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.3 years. A summary of the restricted share unit activity as of and for the three months ended March 31, 2022 is as follows: SCHEDULE OF SHARE BASED COMPENSATION, UNIT ACTIVITY Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 369,140 $ 10.78 Granted 1,299,603 5.44 Vested (2,365 ) 9.53 Forfeited/expired or cancelled (37,675 ) 9.95 Outstanding at March 31, 2022 1,628,703 $ 6.54 GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Restricted Share Awards Restricted share awards are issued to non-employee directors and certain key employees. The value of a restricted stock award is based on the market value of the Company’s ordinary shares at the date of the grant. In December 2021, the Company issued 51,654 9.68 The Company recorded share-based compensation expense related to the restricted share awards of $ 42 $277 related to the nonvested shares granted. The cost is expected to be recognized over a weighted average period of 1.7 years. There were no restricted share awards that vested during the three months ended March 31, 2022. Employee Bonuses Issued in Shares In 2021, the Company entered into agreements with certain executive employees which allowed for a portion, or all, of their annual bonus for the year ended December 31, 2021 to be paid in the form of the Company’s shares. During the three months ended March 31, 2022 the Company settled $ 444 83,664 0.01 618 The Company additionally expects to pay a portion, or all, of certain employee annual bonuses for the year ended December 31, 2022 in the form of the Company’s shares. The Company expects to settle these bonuses in the first quarter of 2023. The liability and related employer taxes of $ 324 2020 Employee Stock Purchase Plan The Board of Directors established the 2020 Employee Stock Purchase Plan, or the ESPP, which was approved by the Company’s shareholders in July 2021. The ESPP is intended to qualify under Section 423 of the U.S. Internal Revenue Service Code of 1986, as amended. The ESPP provides initially for 300,000 The ESPP is designed to allow eligible employees to purchase ordinary shares, at quarterly intervals, with their accumulated payroll deductions. The participants are offered the option to purchase ordinary shares at a discount during a series of successive offering periods. The option purchase price may be the lower of 85 % of the closing trading price per share of the Company’s ordinary shares on the first trading date of an offering period in which a participant is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each offering period. Currently, an offering period is defined as a three-month duration commencing on or about March, June, September and December of each year. Also, one purchase period is included within each offering period. The Company plans to commence its first offering period and first purchase period in the second quarter of 2022. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 10 — LOSS PER SHARE Loss per ordinary share, basic and diluted, are computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Potentially dilutive securities consisting of certain share options, nonvested restricted shares and restricted share units were excluded from the computation of diluted weighted average ordinary shares outstanding as inclusion would be anti-dilutive, are summarized as follows: SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE 2022 2021 Three Months Ended 2022 2021 Share options 3,986,454 4,166,697 Restricted shares 34,436 93,680 Restricted share units 1,628,703 15,537 Total 5,649,593 4,275,914 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 11 — REVENUE The following table reflects revenue recognized for the three months ended March 31, 2022 and 2021 in line with the timing of transfer of services: SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES 2022 2021 Three Months Ended 2022 2021 Revenue from services delivered over time $ 13,070 $ 9,806 Revenue from services delivered at a point in time 24,424 17,312 Total $ 37,494 $ 27,118 During the three months ended March 31, 2022 and 2021, revenue recognized at a point in time was $ 24,424 and $ 17,312 , respectively, of which $ 24,424 and $ 14,312 related to gaming revenue, respectively, and $ 3,000 related to patent revenue during the prior period. Contract and Contract-Related Liabilities The Company has four types of liabilities related to contracts with customers: (i) cash consideration received in advance from customers related to development services not yet performed or hardware deliveries not yet completed, (ii) incentive program obligations, which represents the deferred allocation of revenue relating to incentives in the online gaming operations, (iii) user balances, which are funds deposited by customers before gaming play occurs and (iv) unpaid winnings and wagers contributed to jackpots. Contract related liabilities are expected to be recognized as revenue within one year of being purchased, earned or deposited. Such liabilities are recorded in liabilities to users and other current liabilities in the condensed consolidated balance sheets. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The following table reflects contract liabilities arising from cash consideration received in advance from customers for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMERS 2022 2021 Three Months Ended 2022 2021 Contract liabilities from advance customer payments, beginning of the period $ 1,874 $ 1,083 Contract liabilities from advance customer payments, end of the period (1) 2,095 1,840 Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period 296 57 (1) Contract liabilities from advance customer payments, end of period consisted of $ 720 and $ 680 recorded in other current liabilities in the condensed consolidated balance sheets at March 31, 2022 and 2021, respectively and $ 1,375 1,160 recorded in other liabilities in the condensed consolidated balance sheet at March 31, 2022 and 2021, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 — SEGMENT REPORTING The Company’s reportable segments are B2B and B2C. The B2B segment develops, markets and sells instances of iSight Back Office and GameSTACK that incorporates comprehensive player registration, account funding and back-office accounting and management tools that enable the casino operators to efficiently, confidently and effectively extend their presence online in places that have permitted online real money gaming. The B2C segment, which includes the operations of Coolbet since January 1, 2021, develops and operates a B2C online sports betting and casino platform that is accessible through its website in markets across Northern Europe, Latin America and Canada. Information reported to the Company’s Chief Executive Officer, the CODM, for the purpose of resource allocation and assessment of the Company’s segmental performance is primarily focused on the origination of the revenue streams. The CODM evaluates performance and allocates resources based on the segment’s revenue and gross profit. Segment gross profit represents the gross profit earned by each segment without allocation of each segment’s share of depreciation and amortization expense, sales and marketing expense, product and technology expense, general and administrative expense, interest costs and income taxes. Summarized financial information by reportable segments for the three months ended March 31, 2022 and 2021 is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS B2B B2C Total B2B B2C Total Three Months Ended 2022 2021 B2B B2C Total B2B B2C Total Revenue $ 13,070 $ 24,424 $ 37,494 $ 12,806 $ 14,312 $ 27,118 Cost of revenue (1) 3,903 7,797 11,700 2,742 5,977 8,719 Segment gross profit $ 9,167 $ 16,627 $ 25,794 $ 10,064 $ 8,335 $ 18,399 (1) Excludes depreciation and amortization expense During the three months ended March 31, 2022, one customer in the B2B segment individually accounted for 16.6 14.7 13.4 GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The following table presents a reconciliation of segment gross profit to the consolidated loss before income taxes for the three months ended March 31, 2022 and 2021: RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES 2022 2021 Three Months Ended 2022 2021 Segment gross profit (1) $ 25,794 $ 18,399 Sales and marketing 6,098 4,101 Product and technology 8,954 5,243 General and administrative (1) 9,392 10,009 Restructuring 1,059 — Depreciation and amortization 4,413 3,994 Other (income) loss, net (9 ) 1 Loss before income taxes $ (4,113 ) $ (4,949 ) (1) Excludes depreciation and amortization expense Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information. The following table disaggregates total revenue by product and services for each segment: SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT Three Months Ended 2022 2021 B2B: Platform and content license fees $ 10,702 $ 9,184 Development services and other 2,368 3,622 Total B2B revenue 13,070 12,806 B2C: Sportsbook 11,184 7,151 Casino 12,579 6,471 Poker 661 690 Total B2C revenue 24,424 14,312 Total revenue $ 37,494 $ 27,118 Revenue by location of the customer for the three months ended March 31, 2022 and 2021 was as follows: SCHEDULE OF DISAGGREGATION OF REVENUE BY LOCATION 2022 2021 Three Months Ended 2022 2021 United States $ 11,491 $ 10,749 Europe 12,564 11,064 Latin America 12,225 3,603 Rest of the world 1,214 1,702 Total revenue $ 37,494 $ 27,118 GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — INCOME TAXES The Company’s effective income tax rate was (9.4) (13.4) Our country of domicile is Bermuda, which effectively has a 0 % statutory tax rate as it does not impose taxes on profits, income, dividends, or capital gains. The difference between this 0 % tax rate and the effective income tax rate for the three months ended March 31, 2022 and 2021 was due primarily to a mix of earnings in foreign jurisdictions that are subject to current tax, taking into account foreign loss carryforwards in certain jurisdictions that are not expected to be recognized, and limitations on the deductibilty of U.S. compensation under Internal Revenue Code Section 162(m). |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Restructuring Abstract | |
RESTRUCTURING | NOTE 14 — RESTRUCTURING In January 2022, we implemented a strategic reduction of our existing worldwide global workforce to simplify and streamline our organization and strengthen the overall competitiveness of our B2B segment. As a result of this initiative, we estimate that we will incur aggregate costs of approximately $ 1.5 million, which are primarily related to employee severance pay and related costs. During the first quarter, we incurred $ 1.1 million in restructuring charges related to this plan. As of March 31, 2022, there were no unpaid restructuring charges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 — COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation, which are considered other than routine legal proceedings. The Company believes the ultimate disposition or resolution of its routine legal proceedings will not have a material adverse effect on its financial position, results of operations or liquidity. Content Licensing Agreements In the second quarter of 2021, the Company entered into Content Licensing Agreements (the “Agreements”) with two third-party gaming content providers (“Content Providers”) specializing in developing and licensing interactive games. The Agreements grant the Company exclusive rights to use and distribute the online gaming content in North America. Each of the Content Providers is committed to developing a minimum number of games for the Company’s exclusive use over the five-year term, subject to extensions, of the respective Agreement. In exchange, the Company is required to pay fixed fees, totaling $ 48.5 8.5 On January 27, 2022, the Company served a termination notice, for cause, to a Content Provider as certain conditions precedent associated with the completion of contractual obligations had not been satisfied by the agreed upon period in 2021. In accordance with the agreement, termination for cause results in a return of the initial payment of $ 3.5 million. In response to the Company’s termination notice, the Content Provider responded in February 2022 alleging the Content Provider had met its contractual obligations, thereby obligating the Company to make an additional $ 3.0 million payment. In March, the Content Provider served the Company a demand letter notifying of its material breach of the agreement, disputing the validity of the termination. On April 25, 2022, the Content Provider served formal notice of termination of the agreement, reaffirming the $ 3.0 3.5 million in the condensed statement of operations for the year ended December 31, 2021. The Agreement for the remaining Content Provider provides that the games software will reside and be deployed from the suppliers’ remote gaming servers. Although the Company could run the games software on its platform, the Company does not have the contractual right to take possession of the software and ownership of the software does not transfer to the Company. The Company is accounting for the hosting arrangement as a service contract. Total fixed service fees under the remaining Agreement, net of payments received from the Content Provider, will be expensed ratably over the term of the Agreement commencing upon initial access to the remote gaming servers. Any variable payments required upon reaching certain revenue milestones to the Content Provider will be expensed in the period incurred. The Company received access to one of the remote gaming servers in December 2021 and expensed service fees of $ 1.5 million to cost of revenue in the condensed consolidated statement of operations for the year ended March 31, 2022. At March 31, 2022, the Company had prepaid services fees of $ 5.0 million in other assets in the condensed consolidated balance sheet. The Company expects to make fixed payments totaling $ 10.0 million in 2022 and $ 5.0 million in each of the years 2023 through 2025 under the arrangement with the remaining Content Provider. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Chile VAT Coolbet’s B2C casino and sports-betting platform is accessible in Chile. Since June 1, 2020, foreign digital service suppliers that provide services to individuals in Chile have been required to register for value-added tax (“VAT”) purposes. On September 20, 2021, the Company submitted an inquiry to the Chilean Tax Administration (“CTA”) for clarification on the basis to apply VAT. In December 2021, the CTA issued a general resolution as a response to another iGaming platform operator stating the Tax Administration’s position that fees paid by users for entertainment services provided through online gaming and betting platforms are subject to VAT in Chile. The CTA clarified its interpretation that the VAT tax rate of 19% shall be applied to “fees paid by the users”, specifically gross customer deposits on the iGaming platform. On May 13, 2022, the CTA issued a resolution stating that unregistered foreign digital service providers will be subject to 19% withholding on payments through enforcement to issuers of credit cards, debit cards, and other forms of payment, effective August 1, 2022. As of March 31, 2022 and through the date of filing, the Company has not received formal notification of any VAT liability due to the CTA. Comprehensive legislation for online gambling was filed in draft form to Chile’s Chamber of Deputies on March 7, 2022, which would allow for an unlimited number of licenses to be granted by Chile’s national casino gaming authority and establish a tax with a rate of 20% applied over the gross income of an online betting platform. Registration as a licensee under the proposed legislation would require operators to establish legal entities within Chile and would restrict foreign service providers from operating within the country. Due to the obligation being established by the governing law, a liability appears to be probable. However, the Company believes the application of VAT on gross customer deposits, as clarified by the CTA, does not represent a reasonable application of the law to the economic substance of the Company’s services. VAT calculated as currently contemplated would result in liabilities far in excess of actual earned revenues and would result in a material loss to the Company. The Company believes that utilizing net gaming revenues could be a reasonable basis of applying VAT prospectively, in advance of comprehensive legislation for online gambling and similar to current tax law on Chilean land-based casinos, as it represents the economic substance of the Company’s services. However, as there is no governing legislation that officially clarifies the use of net gaming revenues as the VAT basis for iGaming platforms, the Company has not received a response from the CTA to acknowledge net gaming revenues as an appropriate VAT basis and the Company would vigorously defend the position that net gaming revenues is the appropriate VAT basis, the Company has determined that a liability is not reasonably estimable as of March 31, 2022. If the CTA formally acknowledges the use of net gaming revenues for retrospective application, this could result in a material loss. The Company would vigorously defend any retrospective application. The Company is assessing the implications of the May 13, 2022 resolution and will continue to engage with the CTA on the VAT matter while monitoring the status of the proposed online gambling legislation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16— SUBSEQUENT EVENTS Content Provider Agreement On April 5, 2022, the Company amended and restated its arrangement with the remaining Content Provider. In accordance with the restated arrangement, the Company obtained the contractual right to lease the remote gaming servers, take possession of the related software from the Content Provider for the duration of the arrangement, contracted with the Content Provider for a service arrangement and amended other commercial terms. The modification of the contract may result in changes to the expected expense recognition. The total fixed fees remaining under the arrangement total $ 25.0 million, of which $ 10.0 million is due in 2022, and $ 5.0 million in each of the years 2023 through 2025. Additional payments could be required if the Company’s total revenue generated from the arrangement exceed certain stipulated thresholds. Credit Facility On April 26, 2022, a subsidiary of the Company entered into a fixed term credit facility (the “Credit Facility”) which provides for $ 30.0 million in aggregate principal amount of secured term loans with a floating interest rate of 3-month SOFR (subject to a 1% floor) + 9.5%. The Credit Facility matures on October 26, 2026 and is fully guaranteed by the Company. There are no scheduled principal payments due under the Credit Facility until maturity. The Company incurred $2.4 million in debt issuance costs in connection with the Credit Facility . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, and may require significant adjustments to these reported balances in the future periods. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. Dollar while the Company’s foreign subsidiaries use their local currencies as their functional currencies. The assets and liabilities of foreign subsidiaries are translated to U.S. Dollars based on the current exchange rate prevailing at each reporting period. Revenue and expenses are translated into U.S. Dollars using the average exchange rates prevailing for each period presented. Translation adjustments that arise from translating a foreign subsidiary’s financial statements from their functional currency to U.S. Dollars are reported as a separate component of accumulated other comprehensive loss in shareholders’ equity. Gains and losses arising from transactions denominated in a currency other than the functional currency are included in general and administrative expense in the condensed consolidated statements of operations as incurred. Foreign currency transaction and remeasurement gains and losses were a net gain of $ 867 and $ 46 for three months ended March 31, 2022 and 2021, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and trade receivables. At March 31, 2022, the Company held cash deposits in foreign countries, primarily in Northern Europe and Latin America, of approximately $ 31.7 |
Risks and Uncertainties – COVID-19 | Risks and Uncertainties – COVID-19 The coronavirus disease 2019 (“COVID-19”) pandemic, which was declared a national emergency in the United States in March 2020, significantly impacted the economic conditions and financial markets around the world. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Although more normalized activities have resumed, the ultimate impact of the pandemic on the Company’s future operating results is unknown and will depend, in part, on the length of time COVID-19 disruptions exist and the subsequent behavior of players after restrictions are fully lifted. A recurrence of COVID-19 cases or an emergence of additional variants could adversely impact the Company’s future financial results if suspension or cancellation of sporting events or closure of land-based casinos were to follow. The Company has considered the impact of COVID-19 on its accounting policies, judgments and estimates as part of the preparation of these condensed consolidated financial statements and has not identified additional items to disclose as a result. Additionally, management and the Board of Directors are monitoring the impacts of COVID-19 on the Company’s operations and have not identified any major operational challenges through the date of issuance of these condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition Revenue from B2B Operations The Company’s revenue from its B2B operations are primarily from its internet gaming Software-as-a-Service platform, GameSTACK, that its customers use to provide real money internet gambling (“RMiG”), online sports gaming and simulated internet gaming (“SIM”) to its end users. The Company enters into contracts with its customers that generally range from three to five years and include renewal provisions. These contracts generally include provision of the internet gaming platform, content consisting of proprietary and third-party games, development services and support and marketing services. In certain cases, the contract may include computer hardware to be procured on behalf of the customer. The customers cannot take possession of the hosted GameSTACK software and the Company does not sell or license the GameSTACK software. The Company charges fees as consideration for it use of its internet gaming system, game content, support and marketing services based on a fixed percentage of the casino operator’s net gaming revenue or net sportsbook win, at the time of settlement of an event for RMiG contracts, considered usage-based fees, or at the time of purchase for in-game virtual credit for SIM contracts. The determination of the fee charged to its customers is negotiated and varies significantly. The Company’s promise to provide the RMiG SaaS platform and content licensing services on the hosted software is a single performance obligation. This performance obligation is recognized over time, as the Company provides services to its customer in its delivery of services to the player end user. The Company’s customers simultaneously receive and consume the benefits provided by the Company as it delivers services to its customers. Usage based fees are considered variable consideration as the service is to provide unlimited continuous access to its hosted application and usage of the hosted system is primarily controlled by the player end user. The transaction price includes fixed and variable consideration and is billed monthly with the amount due generally thirty days from the date of the invoice. Variable consideration is allocated entirely to the period in which consideration is earned as the variable amounts relate specifically to the customer’s usage of the platform that day and allocating the usage-based fees to each day is consistent with the allocation objective, primarily that the change in amounts reflect the changing value to the customer. The Company’s internet gaming system, game content, support and marketing services are provided equally throughout the term of the contract. These services are made up of a daily requirement to provide access and use of the internet gaming system and support services to the customer over a period of time, as well as to provide marketing services, and not a specified amount of services. The series of distinct services represents a single performance obligation that is satisfied over time. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) Purchases of virtual credits within a transaction period on the SIM platform, generally a monthly convention, are earned at a point in time, upon the close of the respective period as the credit has no monetary value, cannot be redeemed, exchanged, transferred or withdrawn, represents solely a device for tracking game play during the month, does not obligate the Company to provide future services and the arrangements with the customer and player end user have no substantive termination penalty. In certain service agreements with its SIM customers, the Company receives fees for the purchases of in-game virtual credit made by end-users and remits payment to the SIM customer for their share of the SIM revenues. At March 31, 2022 and December 31, 2021, the Company has recorded a liability due to its customers for their share of the fees of $ 1,622 and $ 2,171 , respectively, within other current liabilities in the condensed consolidated balance sheets. The Company uses third-party content providers in supplying game content in its performance of providing game content on its platform to its customers. A customer has access to the Company’s propriety and licensed game content and additionally, the customer can direct the Company to procure third-party game content on its behalf. The Company has determined it acts as the principal for providing the game content when the Company controls the game content, and therefore presents the revenue on a gross basis in the condensed consolidated statements of operations. When the customer directs the Company to procure third-party game content, the Company determined it is deemed an agent for providing such game content, and therefore, records the revenue, net of the costs of content license fees, in the condensed consolidated statements of operations. The Company also provides ongoing development services involving updates to the RMiG platforms for enhanced functionality or customization. Ongoing development services are typically billed monthly, at a daily rate, for services performed. Revenue from RMiG platform development services are considered additional distinct promises to the customer as they access the platform in a single-tenant architecture, the added features provide new, discrete capabilities independent of the original features and provide independent value to the customer. Revenue is recognized over time as the Company performs the services. Revenue is measured using an input method based on effort expended, which uses direct labor hours incurred. As the performance obligation relates to the provision of development services over time, this method best reflects the transfer of control as the Company performs. In customer contracts that require a portion of the consideration to be received in advance, at the commencement of the contract, such advance payment is initially recorded as a contract liability. Other services include the resale of a third-party computer hardware, such as servers and other related hardware devices, upon which the GameSTACK software is installed for its customers. These products are not required to be purchased in order to access the GameSTACK platform but are sold as a convenience to the customer. The Company procures the computer hardware on the customer’s behalf for a fee determined based on cost of the computer hardware plus a markup. The Company charges a hardware deployment fee which is a one-time fee for installation, testing and certification of the computer hardware at the gaming hosting facility. Revenue is recognized at the point in time when control of the hardware transfers to the customer. Control is transferred after the hardware has been procured, delivered, installed at the customer’s premises and configured to allow for remote access. The Company has determined that it is acting as the principal in providing computer hardware and related services as it assumes responsibility for procuring, delivering, installing and configuring the hardware at the customer’s location and takes control of the hardware, prior to transfer. Revenue is presented at the gross amount of consideration to which it is entitled from the customer in exchange for the computer hardware and related services. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The Company generates revenue from time to time from the licensing of its U.S. patent, which governs the linkage of on-property reward cards to their counterpart internet gaming accounts together with bilateral transmission of reward points between the internet gaming technology system and the land-based casino management system present in all U.S. casino properties. The nature of the promise in transferring the license is to provide a right to use the patent as it exists. The Company does not have to undertake activities to change the functionality of the patent during the license period and the license has significant stand-alone functionality. Therefore, the Company recognizes the revenue from the license of the patent at the point in time when control of the license is transferred to the customer. Control is determined to transfer at the point in time the customer is able to use and benefit from the license. Contracts with Multiple Performance Obligations For customer contracts that have more than one performance obligation, the transaction price is allocated to the performance obligations in an amount that depicts the relative stand-alone selling prices of each performance obligation. Judgment is required in determining the stand-alone selling price for each performance obligation. In determining the allocation of the transaction price, an entity is required to maximize the use of observable inputs. When the stand-alone selling price of a good or service is not directly observable, an entity is required to estimate the stand-alone selling price. Contracts with its customers may include platform and licensing of game content services, as well as development services and computer hardware services. The variable consideration generated from the platform and the licensing of game content is allocated entirely to the performance obligation for platform and licensing of game content services and the remaining fixed fees for development services and computer hardware would be allocated to each of the remaining performance obligation based on their relative stand-alone selling prices. The variable consideration relates entirely to the effort to satisfy the platform and licensing game content services and the fixed consideration relates to the remaining performance obligations which is consistent with the allocation objective. Revenue from Gaming Operations The Company operates the B2C gaming site www.coolbet.com outside of the U.S., which contains proprietary software and includes the following product offerings: sportsbook, poker, casino, live casino and virtual sports. The Company manages an online sportsbook allowing users to place various types of wagers on the outcome of sporting events conducted around the world. The Company operates as the bookmaker and offers fixed odds wagering on such events. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Revenue from online sportsbook is reported net after deduction of player winnings and bonuses. Revenue from wagers is recognized when the outcome of the event is known. The Company offers live casino through its digital online casino offering in select markets, allowing users to place a wager and play games virtually at retail casinos. The Company offers users a catalog of over 2,700 Peer-to-peer poker offerings allow users to play poker against one another on the Company’s online poker platform for prize money. Revenue is recognized as a percentage of the reported rake. Additionally, the Company offers tournament poker which allows users to buy-in for a fixed price for prize money. For tournament play, revenue is recognized for the difference between the entry fees collected and the amounts paid out to users as prizes and winnings. In each of the online gaming products, a single performance obligation exists at the time a wager is made to operate the games and award prizes or payouts to users based on a particular outcome. Revenue is recognized at the conclusion of each contest, wager, or wagering game hand. Additionally, certain incentives given to users, for example, that allow the user to make an additional wager at a reduced price, may provide the user with a material right which gives rise to a separate performance obligation. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) The Company allocates a portion of the user’s wager to incentives that create material rights that are redeemed or expired in the future. The allocated revenue for gaming wagers is primarily recognized when the wagers occur because all such wagers settle immediately. The Company applies a practical expedient by accounting for revenue from gaming on a portfolio basis because such wagers have similar characteristics, and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. |
Sales and Marketing | Sales and Marketing Sales and marketing expense primarily consists of general marketing and advertising costs, B2C user acquisition expenses and personnel costs within our sales and marketing functions. Sales and marketing costs are expensed as incurred. |
Content Licensing Fees | Content Licensing Fees Content licensing fees are paid to third parties for gaming content which are expensed as incurred. Content licensing fees are calculated as a percentage of net gaming revenues in respect of the third-party games, as stipulated in the third-party agreements. |
Share-based Compensation | Share-based Compensation Share-based compensation expense is recognized for share options and restricted shares issued to employees and non-employee members of the Company’s Board of Directors. The Company’s issued share options and restricted shares, which are primarily considered equity awards and include only service conditions, are valued based on the fair value of these awards on the date of grant. The fair value of the share options is estimated using a Black-Scholes option pricing model and the fair value of the restricted shares (restricted share awards and restricted share units) is based on the market price of the Company’s shares on the date of grant. Certain restricted share units awards issued to non-employee members of the Company’s Board of Directors permit shares upon vesting to be withheld, as a means of meeting the non-employee director’s tax withholding requirements, and paid in cash to the non-employee director. The Company additionally incurs share-based compensation expense under compensation arrangements with certain of its employees under which the Company will settle bonuses for a fixed dollar amount by issuing a variable number of shares based on the Company’s stock price on the settlement date. These awards are classified as liability-based awards which are measured based on the fair value of the award at the end of each reporting period until settled. Related compensation expense is recognized based on changes to the fair value over the applicable service period Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. For awards with graded vesting and only service conditions, compensation cost is recorded on a straight-line basis over the requisite service period of the entire award. Forfeitures are recorded in the period in which they occur. |
Loss Per Share, Basic and Diluted | Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. In periods of loss, basic and diluted per share information are the same. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
Cash | Cash Cash is comprised of cash held at the bank and third-party service providers. The Company is required to maintain compensating cash balances to satisfy its liabilities to users. Such balances are included within cash in the condensed consolidated balance sheets and are not subject to creditor claims. At March 31, 2022 and December 31, 2021, the related liabilities to users was $ 8,821 and $ 8,984 |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on a straight-line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the statement of operations. |
Capitalized Software Development Costs, net | Capitalized Software Development Costs, net The Company capitalizes certain development costs related to its internet gaming platforms during the application development stage. Costs associated with preliminary project activities, training, maintenance and all other post implementation stage activities are expensed as incurred. Software development costs are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. The Company capitalizes certain costs related to specific upgrades and enhancements when it is probable that expenditures will result in additional functionality of the platform to its customers. The capitalization policy provides for the capitalization of certain payroll and payroll related costs for employees who spent time directly associated with development and enhancements of the platform. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives, which generally ranges from three to five years , and are included within depreciation and amortization expense in the condensed consolidated statements of operations. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
Goodwill | Goodwill Goodwill represents the excess of the fair value of the consideration transferred over the estimated fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company has recorded goodwill primarily from its acquisition of Coolbet in January 2021. Goodwill is not amortized, but rather is reviewed for impairment annually (as of October 1st) or more frequently if facts or circumstances indicate that it is more-likely-than-not the fair value of a reporting unit may be below its carrying amount. The Company has determined that it has two reporting units: B2C and B2B. In its goodwill impairment testing, the Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit, including goodwill, is less than its carrying amount prior to performing the quantitative impairment test. The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact a reporting unit’s fair value. If it is determined that the estimated fair value of the reporting unit is more-likely-than not less than its carrying amount, including goodwill, the quantitative goodwill impairment test is required. Otherwise, no further analysis would be required. If the quantitative impairment test for goodwill is deemed necessary, this quantitative impairment analysis compares the fair value of the Company’s reporting unit to its related carrying value. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down to the fair value and an impairment loss is recognized. If the fair value of the reporting unit exceeds its carrying amount, no further analysis is required. Fair value of the reporting unit is determined using valuation techniques, primarily the discounted cash flow analysis. ASC Topic 350 requires that goodwill be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative assessment to determine whether events or circumstances such as those described in ASC 350-20-35-3C existed and concluded that they did not exist during the interim period; therefore, an interim impairment test was not performed. However, in light of the decline in share price since the Coolbet acquisition, the Company will continue to monitor events and circumstances to determine if an interim impairment test will be required prior to the annual test. |
Long-lived Assets | Long-lived Assets Long-lived assets, except goodwill, consist of property and equipment, and finite lived acquired intangible assets, such as developed software, gaming licenses, trademarks, trade names and customer relationships. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company considers the period of expected cash flows and underlying data used to measure the fair value of the intangible assets when selecting the estimated useful lives. The fair value of the acquired intangible assets is primarily determined using the income approach. In performing these valuations, the Company’s key underlying assumptions used in the discounted cash flows were projected revenue, gross margin expectations and operating cost estimates. There are inherent uncertainties and management judgment is required in these valuations. Acquired in-process technology consists of a proprietary technical platform. The Company reviews the in-process technology for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the in-process technology efforts are completed. When completed, the developed technology will be amortized over its estimated useful life based on an amortization method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. The integrated technology is expected to be completed in the fourth quarter of 2022. Long-lived assets, except goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by that asset or asset group to their carrying amount. If the carrying amount of the long-lived asset or asset group are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various techniques, such as discounted cash flow models using probability weighted estimated future cash flows and the use of valuation specialists. During the three months ended March 31, 2022, there was no triggering event that would cause the Company to believe the value of its long-lived assets should be impaired. GAN LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share and per share amounts) |
Liabilities to Users | Liabilities to Users The Company records liabilities for user account balances. User account balances consist of user deposits, promotional awards and user winnings less user withdrawals and user losses. |
Legal Contingencies and Litigation Accruals | Legal Contingencies and Litigation Accruals On a quarterly basis, the Company assesses potential losses in relation to pending or threatened legal matters. If a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. Estimates of any such loss are subjective in nature and require the evaluation of numerous facts and assumptions as to future events, including the application of legal precedent which may be conflicting. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, the Company’s financial results will increase or decrease accordingly. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States, U.K., Bulgaria, Israel, Canada, and Malta. The Company records an income tax expense (benefit) for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The effect on deferred income tax of a change in tax rates are recorded in the period of the enactment. Deferred tax assets are reduced, through a valuation allowance, if necessary, by the amount of such benefits that are not expected to be realized based on current available evidence. In evaluating the Company’s ability to recover deferred tax assets in the jurisdiction from which they arise, all available positive and negative evidence is considered, including results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax-planning strategies. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if management believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately provided for uncertain tax positions, no assurance can be given that the final tax outcome of these matters would not be materially different. Adjustments are made when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The Company recognizes penalties and interest related to income tax matters in income tax expense. |
Segments | Segments The Company operates in two operating segments, B2B and B2C. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess the Company’s performance. The Company’s CODM is the Chief Executive Officer. The CODM allocates resources and assesses performance based upon discrete financial information at the operating segment level. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net is recorded in other assets in the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021 and consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Life March 31, 2022 December 31, 2021 Fixtures, fittings and equipment 3 5 years $ 3,146 $ 2,935 Platform hardware 5 years 2,038 2,054 Total property and equipment, cost 5,184 4,989 Less: accumulated depreciation (2,689 ) (2,444 ) Total $ 2,495 $ 2,545 |
CAPITALIZED SOFTWARE DEVELOPM_2
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET | Capitalized software development costs, net at March 31, 2022 and December 31, 2021 consisted of the following: SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET March 31, 2022 December 31, 2021 Capitalized software development costs $ 28,253 $ 26,127 Development in progress 6,360 5,910 Total capitalized software development, cost 34,613 32,037 Less: accumulated amortization (18,201 ) (17,607 ) Total $ 16,412 $ 14,430 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | The changes in the carrying amount of goodwill, by segment, for the three months ended March 31, 2022 were as follows: SCHEDULE OF GOODWILL B2B B2C Total Balance at January 1, 2022 $ 72,230 $ 73,912 $ 146,142 Effect of foreign currency translation (1,529 ) (1,497 ) (3,026 ) Balance at March 31, 2022 $ 70,701 $ 72,415 $ 143,116 Intangible Assets Definite-lived intangible assets, net consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 26,824 $ (11,177 ) $ 15,647 In-process technology — 7,973 — 7,973 Customer relationships 3.0 5,347 (2,228 ) 3,119 Trade names and trademarks 10.0 5,580 (996 ) 4,584 Gaming licenses 6.5 years 2,187 (1,223 ) 964 $ 47,911 $ (15,624 ) $ 32,287 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 27,390 $ (9,130 ) $ 18,260 In-process technology — 8,142 — 8,142 Customer relationships 3.0 5,460 (1,820 ) 3,640 Trade names and trademarks 10.0 5,699 (882 ) 4,817 Gaming licenses 6.4 2,219 (1,185 ) 1,034 $ 48,910 $ (13,017 ) $ 35,893 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | Definite-lived intangible assets, net consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2022 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 26,824 $ (11,177 ) $ 15,647 In-process technology — 7,973 — 7,973 Customer relationships 3.0 5,347 (2,228 ) 3,119 Trade names and trademarks 10.0 5,580 (996 ) 4,584 Gaming licenses 6.5 years 2,187 (1,223 ) 964 $ 47,911 $ (15,624 ) $ 32,287 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2021 Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.0 $ 27,390 $ (9,130 ) $ 18,260 In-process technology — 8,142 — 8,142 Customer relationships 3.0 5,460 (1,820 ) 3,640 Trade names and trademarks 10.0 5,699 (882 ) 4,817 Gaming licenses 6.4 2,219 (1,185 ) 1,034 $ 48,910 $ (13,017 ) $ 35,893 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | Estimated amortization expense for the next five years is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Amount Remainder of 2022 $ 8,709 2023 11,537 2024 645 2025 633 2026 579 Thereafter 10,184 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2022 December 31, 2021 Content license fees $ 2,050 $ 2,402 Sales taxes 1,251 1,400 Income taxes 564 245 Other 603 622 Total $ 4,468 $ 4,669 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, 2022 December 31, 2021 Revenue share due to SIM customers $ 1,622 $ 2,171 Operating lease liabilities 434 472 Contract liabilities 720 261 Other 248 247 Total $ 3,024 $ 3,151 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED COMPENSATION, OPTION ACTIVITY | A summary of the share option activity as of and for the three months ended March 31, 2022 is as follows: SCHEDULE OF SHARE-BASED COMPENSATION, OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 4,138,215 $ 13.05 8.05 $ 11,229 Granted 338,280 0.07 Exercised — — Forfeited/expired or cancelled (490,041 ) 21.62 Outstanding at March 31, 2022 3,986,454 $ 10.89 7.33 $ 5,173 Options exercisable at March 31, 2022 2,338,814 $ 7.14 6.39 $ 3,940 |
SCHEDULE OF SHARE BASED COMPENSATION, UNIT ACTIVITY | A summary of the restricted share unit activity as of and for the three months ended March 31, 2022 is as follows: SCHEDULE OF SHARE BASED COMPENSATION, UNIT ACTIVITY Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 369,140 $ 10.78 Granted 1,299,603 5.44 Vested (2,365 ) 9.53 Forfeited/expired or cancelled (37,675 ) 9.95 Outstanding at March 31, 2022 1,628,703 $ 6.54 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE 2022 2021 Three Months Ended 2022 2021 Share options 3,986,454 4,166,697 Restricted shares 34,436 93,680 Restricted share units 1,628,703 15,537 Total 5,649,593 4,275,914 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES | The following table reflects revenue recognized for the three months ended March 31, 2022 and 2021 in line with the timing of transfer of services: SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES 2022 2021 Three Months Ended 2022 2021 Revenue from services delivered over time $ 13,070 $ 9,806 Revenue from services delivered at a point in time 24,424 17,312 Total $ 37,494 $ 27,118 |
SCHEDULE OF CONTRACT WITH CUSTOMERS | The following table reflects contract liabilities arising from cash consideration received in advance from customers for the periods presented: SCHEDULE OF CONTRACT WITH CUSTOMERS 2022 2021 Three Months Ended 2022 2021 Contract liabilities from advance customer payments, beginning of the period $ 1,874 $ 1,083 Contract liabilities from advance customer payments, end of the period (1) 2,095 1,840 Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period 296 57 (1) Contract liabilities from advance customer payments, end of period consisted of $ 720 and $ 680 recorded in other current liabilities in the condensed consolidated balance sheets at March 31, 2022 and 2021, respectively and $ 1,375 1,160 recorded in other liabilities in the condensed consolidated balance sheet at March 31, 2022 and 2021, respectively. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue, Major Customer [Line Items] | |
SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS | Summarized financial information by reportable segments for the three months ended March 31, 2022 and 2021 is as follows: SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS B2B B2C Total B2B B2C Total Three Months Ended 2022 2021 B2B B2C Total B2B B2C Total Revenue $ 13,070 $ 24,424 $ 37,494 $ 12,806 $ 14,312 $ 27,118 Cost of revenue (1) 3,903 7,797 11,700 2,742 5,977 8,719 Segment gross profit $ 9,167 $ 16,627 $ 25,794 $ 10,064 $ 8,335 $ 18,399 (1) Excludes depreciation and amortization expense |
RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES | The following table presents a reconciliation of segment gross profit to the consolidated loss before income taxes for the three months ended March 31, 2022 and 2021: RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES 2022 2021 Three Months Ended 2022 2021 Segment gross profit (1) $ 25,794 $ 18,399 Sales and marketing 6,098 4,101 Product and technology 8,954 5,243 General and administrative (1) 9,392 10,009 Restructuring 1,059 — Depreciation and amortization 4,413 3,994 Other (income) loss, net (9 ) 1 Loss before income taxes $ (4,113 ) $ (4,949 ) (1) Excludes depreciation and amortization expense |
SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT | The following table disaggregates total revenue by product and services for each segment: SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT Three Months Ended 2022 2021 B2B: Platform and content license fees $ 10,702 $ 9,184 Development services and other 2,368 3,622 Total B2B revenue 13,070 12,806 B2C: Sportsbook 11,184 7,151 Casino 12,579 6,471 Poker 661 690 Total B2C revenue 24,424 14,312 Total revenue $ 37,494 $ 27,118 |
SCHEDULE OF DISAGGREGATION OF REVENUE BY LOCATION | The following table reflects revenue recognized for the three months ended March 31, 2022 and 2021 in line with the timing of transfer of services: SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES 2022 2021 Three Months Ended 2022 2021 Revenue from services delivered over time $ 13,070 $ 9,806 Revenue from services delivered at a point in time 24,424 17,312 Total $ 37,494 $ 27,118 |
Customer [Member] | |
Revenue, Major Customer [Line Items] | |
SCHEDULE OF DISAGGREGATION OF REVENUE BY LOCATION | Revenue by location of the customer for the three months ended March 31, 2022 and 2021 was as follows: SCHEDULE OF DISAGGREGATION OF REVENUE BY LOCATION 2022 2021 Three Months Ended 2022 2021 United States $ 11,491 $ 10,749 Europe 12,564 11,064 Latin America 12,225 3,603 Rest of the world 1,214 1,702 Total revenue $ 37,494 $ 27,118 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Integer | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)Integer | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ 867 | $ 46 | |
Cash FDIC insured amount | 31,700 | ||
[custom:AmountsDueToCustomersCurrent-0] | $ 1,622 | $ 2,171 | |
Number of third-party Gaming products available | Integer | 2,700 | ||
[custom:ContractWithCustomerLiabilityToUserCurrent-0] | $ 8,821 | $ 8,984 | |
Software and Software Development Costs [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Software and Software Development Costs [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 5,184 | $ 4,989 |
Less: accumulated depreciation | (2,689) | (2,444) |
Total | 2,495 | 2,545 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 3,146 | 2,935 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | |
Platform Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 2,038 | $ 2,054 |
Property plant and equipment useful life | 5 years |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 310 | $ 218 |
SCHEDULE OF CAPITALIZED COMPUTE
SCHEDULE OF CAPITALIZED COMPUTER SOFTWARE COSTS, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | ||
Capitalized software development costs | $ 28,253 | $ 26,127 |
Development in progress | 6,360 | 5,910 |
Total capitalized software development, cost | 34,613 | 32,037 |
Less: accumulated amortization | (18,201) | (17,607) |
Total | $ 16,412 | $ 14,430 |
CAPITALIZED SOFTWARE DEVELOPM_3
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Research and Development [Abstract] | ||
Capitalized Computer Software, Amortization | $ 1,162 | $ 760 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Balance at January 1, 2022 | $ 146,142 | |
Effect of foreign currency translation | (3,026) | |
Balance at March 31, 2022 | 143,116 | $ 146,142 |
Finite-Lived Intangible Assets, Gross | 47,911 | 48,910 |
Finite-Lived Intangible Assets, Accumulated Amortization | (15,624) | (13,017) |
Finite-Lived Intangible Assets, Net | $ 32,287 | $ 35,893 |
Developed Technology Rights [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | |
Customer Relationships [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years | 3 years |
License [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 6 years 6 months | 6 years 4 months 24 days |
Developed Technology Rights [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 26,824 | $ 27,390 |
Finite-Lived Intangible Assets, Accumulated Amortization | (11,177) | (9,130) |
Finite-Lived Intangible Assets, Net | 15,647 | 18,260 |
In-Process Technology [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 7,973 | 8,142 |
Finite-Lived Intangible Assets, Accumulated Amortization | ||
Finite-Lived Intangible Assets, Net | 7,973 | 8,142 |
Customer Relationships [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 5,347 | 5,460 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,228) | (1,820) |
Finite-Lived Intangible Assets, Net | 3,119 | 3,640 |
Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 5,580 | 5,699 |
Finite-Lived Intangible Assets, Accumulated Amortization | (996) | (882) |
Finite-Lived Intangible Assets, Net | 4,584 | 4,817 |
License [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,187 | 2,219 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,223) | (1,185) |
Finite-Lived Intangible Assets, Net | 964 | 1,034 |
Business to Business (B2B) [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Balance at January 1, 2022 | 72,230 | |
Effect of foreign currency translation | (1,529) | |
Balance at March 31, 2022 | 70,701 | 72,230 |
Business to Consumer Segment (B2C) [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Balance at January 1, 2022 | 73,912 | |
Effect of foreign currency translation | (1,497) | |
Balance at March 31, 2022 | $ 72,415 | $ 73,912 |
SCHEDULE OF FINITE-LIVED INTA_2
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 8,709 |
2023 | 11,537 |
2024 | 645 |
2025 | 633 |
2026 | 579 |
Thereafter | $ 10,184 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense intangible assets | $ 2,920 | $ 2,995 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Content license fees | $ 2,050 | $ 2,402 |
Sales taxes | 1,251 | 1,400 |
Income taxes | 564 | 245 |
Other | 603 | 622 |
Total | $ 4,468 | $ 4,669 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Revenue share due to SIM customers | $ 1,622 | $ 2,171 |
Operating lease liabilities | 434 | 472 |
Contract liabilities | 720 | 261 |
Other | 248 | 247 |
Total | $ 3,024 | $ 3,151 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Outstanding, beginning balance | 4,138,215 | |
Weighted Average Exercise Price, Outstanding, beginning balance | $ 13.05 | |
Weighted average contractual term, outstanding | 7 years 3 months 29 days | 8 years 18 days |
Aggregate intrinsic value, outstanding | $ 11,229 | |
Number of Shares, Granted | 338,280 | |
Weighted Average Exercise Price, Granted | $ 0.07 | |
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Shares, Forfeited/expired or cancelled | (490,041) | |
Weighted Average Exercise Price, Forfeited/expired or cancelled | $ 21.62 | |
Number of Shares,Outstanding, ending balance | 3,986,454 | 4,138,215 |
Weighted Average Exercise Price, Outstanding, ending balance | $ 10.89 | $ 13.05 |
Aggregate intrinsic value, outstanding | $ 5,173 | $ 11,229 |
Number of Shares, Options, exercisable at end of period | 2,338,814 | |
Weighted Average Exercise Price, Options, exercisable at end of period | $ 7.14 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 4 months 20 days | |
Aggregate intrinsic value, Options, exercisable at end of period | $ 3,940 |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION, UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Outstanding, Beginning Balance | shares | 369,140 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 10.78 |
Number of Shares, Granted | shares | 1,299,603 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 5.44 |
Number of Shares, Vested | shares | (2,365) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 9.53 |
Number of Shares, Forfeited/expired or cancelled | shares | (37,675) |
Weighted Average Grant Date Fair Value, Forfeited/expired or cancelled | $ / shares | $ 9.95 |
Number of Shares Outstanding, Ending Balance | shares | 1,628,703 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 6.54 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares granted | 338,280 | ||||||
Exercise price | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.12 | $ 12.86 | |||||
Employee Bonuses [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Settlement of Asset Retirement Obligations Through Noncash Payments, Amount | $ 444,000 | $ 618,000 | |||||
Vested options | 83,664,000 | ||||||
Weighted average fair value, vested | $ 0.01 | ||||||
Accrued compensation and employee benefits | $ 324,000 | $ 324,000 | |||||
Software and Software Development Costs [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Expense | $ 48,000 | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Expense | 383,000 | $ 1,139,000 | |||||
Unrecognized compensation cost | 13,827 | $ 13,827 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 11 months 1 day | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Vesting term, description | after one year and then monthly over the next 36 months thereafter and have a maximum term of ten years | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Expense | $ 924,000 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 3 months 18 days | ||||||
Recognized outstanding liability | $ 9,248,000 | $ 9,248,000 | |||||
Fair value of restricted stock | $ 5.44 | ||||||
Restricted Stock Units (RSUs) [Member] | Non-Employee Directors [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted ordinary shares | 73,446 | 108,720 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||||||
Recognized outstanding liability | $ 59,000 | $ 59,000 | |||||
Restricted Stock Units (RSUs) [Member] | Employees [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted ordinary shares | 1,117,437 | ||||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Expense | $ 42,000 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||||
Recognized outstanding liability | $ 277,000 | $ 277,000 | |||||
Restricted Stock [Member] | Silverback Gaming [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Restricted ordinary shares | 51,654 | ||||||
Fair value of restricted stock | $ 9.68 | ||||||
2020 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 4,400,000 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award, Percentage Of Prior Years Outstanding Shares, Increase In Number Of Shares Available For Grant | 4.00% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 7,559,574 | 7,559,574 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 782,847 | 782,847 | |||||
2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares purchased | 338,280 | ||||||
2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | European Based Employees [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares granted | 336,280 | ||||||
Exercise price | $ 0.01 | ||||||
2020 Employee Stock Purchase Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Employee stock purchase plan, description | The ESPP provides initially for 300,000 ordinary shares to be sold and increases on February 1, 2022 and on each subsequent February 1 through and including February 1, 2030, equal to the lesser of (i) 0.25 percent of the number of ordinary shares issued and outstanding on the immediately preceding December 31, or (ii) 100,000 ordinary shares, or (iii) such number of ordinary shares as determined by the Board of Directors | ||||||
Shares to be sold | 300,000 | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 85.00% |
SCHEDULE OF ANTI-DILUTIVE STOCK
SCHEDULE OF ANTI-DILUTIVE STOCK EXCLUDED FROM COMPUTATION OF DILUTED EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,649,593 | 4,275,914 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,986,454 | 4,166,697 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 34,436 | 93,680 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,628,703 | 15,537 |
SCHEDULE OF REVENUE RECOGNIZED
SCHEDULE OF REVENUE RECOGNIZED IN LINE WITH THE TIMING OF TRANSFER OF SERVICES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 37,494 | $ 27,118 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 13,070 | 9,806 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 24,424 | $ 17,312 |
SCHEDULE OF CONTRACT WITH CUSTO
SCHEDULE OF CONTRACT WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract liabilities from advance customer payments, beginning of the period | $ 1,874 | $ 1,083 | |
Contract with Customer, Liability | 2,095 | 1,840 | |
Revenue recognized from amounts included in contract liabilities from advance customer payments at the beginning of the period | 296 | 57 | |
Other Accrued Liabilities, Current | 603 | $ 622 | |
Advance Customer Payment [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract with Customer, Liability | 720 | 680 | |
Other Accrued Liabilities, Current | $ 1,375 | $ 1,160 |
SCHEDULE OF CONTRACT WITH CUS_2
SCHEDULE OF CONTRACT WITH CUSTOMERS (Details) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Contract with Customer, Liability | $ 2,095 | $ 1,874 | $ 1,840 | $ 1,083 |
Advance Customer Payment [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Contract with Customer, Liability | $ 720 | $ 680 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 37,494 | $ 27,118 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 24,424 | 17,312 |
Transferred at Point in Time [Member] | Gaming Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 24,424 | 14,312 |
Transferred at Point in Time [Member] | Development Services and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,000 |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION FOR REPORTABLE SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting Information [Line Items] | |||
Revenue | $ 37,494 | $ 27,118 | |
Cost of revenue | [1] | 11,700 | 8,719 |
Segment gross profit | 25,794 | 18,399 | |
Business to Business (B2B) [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 13,070 | 12,806 | |
Cost of revenue | [2] | 3,903 | 2,742 |
Segment gross profit | 9,167 | 10,064 | |
Business to Consumer Segment (B2C) [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,424 | 14,312 | |
Cost of revenue | [2] | 7,797 | 5,977 |
Segment gross profit | $ 16,627 | $ 8,335 | |
[1] | Excludes depreciation and amortization expense | ||
[2] | Excludes depreciation and amortization expense |
RECONCILIATION OF CONSOLIDATED
RECONCILIATION OF CONSOLIDATED SEGMENT PROFIT TO CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting [Abstract] | |||
Segment gross profit | [1] | $ 25,794 | $ 18,399 |
Sales and marketing | 6,098 | 4,101 | |
Product and technology | 8,954 | 5,243 | |
General and administrative | [2] | 9,392 | 10,009 |
Restructuring | 1,059 | ||
Depreciation and amortization | 4,413 | 3,994 | |
Other (income) loss, net | (9) | 1 | |
Loss before income taxes | $ (4,113) | $ (4,949) | |
[1] | Excludes depreciation and amortization expense | ||
[2] | Excludes depreciation and amortization expense |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY PRODUCTS AND SERVICES FOR EACH SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 37,494 | $ 27,118 |
Business to Business (B2B) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 13,070 | 12,806 |
Business to Consumer Segment (B2C) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 24,424 | 14,312 |
Platform and Content Fees [Member] | Business to Business (B2B) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 10,702 | 9,184 |
Development Services and Other [Member] | Business to Business (B2B) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 2,368 | 3,622 |
Sports [Member] | Business to Consumer Segment (B2C) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 11,184 | 7,151 |
Casino [Member] | Business to Consumer Segment (B2C) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 12,579 | 6,471 |
Sports [Member] | Business to Consumer Segment (B2C) [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 661 | $ 690 |
SCHEDULE OF DISAGGREGATION OF_2
SCHEDULE OF DISAGGREGATION OF REVENUE BY LOCATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 37,494 | $ 27,118 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 11,491 | 10,749 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 12,564 | 11,064 |
Latin America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 12,225 | 3,603 |
Rest of the World [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 1,214 | $ 1,702 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - Business to Business (B2B) [Member] | Mar. 31, 2022 | Mar. 31, 2021 |
One Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue remaining performance obligation percentage | 16.60% | |
Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue remaining performance obligation percentage | 14.70% | |
Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue remaining performance obligation percentage | 13.40% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent | (9.40%) | (13.40%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | |
BERMUDA | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
RESTRUCTURING (Details Narrativ
RESTRUCTURING (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | |
Aggregate costs for restructuring | $ 1,059 | ||
Restructuring Charges | $ 1,059 | ||
Forecast [Member] | |||
Aggregate costs for restructuring | $ 1,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Apr. 25, 2022 | Apr. 05, 2022 | Jan. 27, 2022 | Jun. 30, 2021 | |
Product Liability Contingency [Line Items] | ||||||
Contractual Obligation, to be Paid, Remainder of Fiscal Year | $ 10 | |||||
Contractual Obligation, to be Paid, Year Three | $ 5 | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | |||||
Chilean Tax Administration [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 19.00% | |||||
Other Current Assets [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Prepaid service fees | $ 5 | |||||
Service [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Cost of Revenue | $ 1.5 | |||||
Subsequent Event [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payment of contractual obligation | $ 25 | |||||
Licensing Agreements [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payment of contractual obligation for year five | $ 48.5 | |||||
Payment of contractual obligation | $ 3 | |||||
[custom:ReturnOnInitialPayment-0] | $ 3.5 | |||||
Other than Temporary Impairment Losses, Investments | $ 3.5 | |||||
Licensing Agreements [Member] | Subsequent Event [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Contractual obligation | $ 3 | |||||
Licensing Agreements [Member] | Execution [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payment of contractual obligation | $ 8.5 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | ||
Dec. 31, 2022 | Apr. 26, 2022 | Apr. 05, 2022 | |
Forecast [Member] | Due in 2022 [Member] | |||
Subsequent Event [Line Items] | |||
Cost related to service fee | $ 10 | ||
Forecast [Member] | 2023 Through 2025 [Member] | |||
Subsequent Event [Line Items] | |||
Cost related to service fee | $ 5 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Payment of contractual obligation | $ 25 | ||
Debt Instrument, Face Amount | $ 30 |