Business Acquisitions | Note 3 – Business Acquisitions Acquisition of GGC On June 1, 2021, the Company completed its acquisition of the issued and outstanding membership units of GGC. The total consideration paid at closing was $24,273,211, with $14,100,000 paid in cash at closing and $900,000 paid through application of loans receivable from GGC, inclusive of operating advances, toward the purchase consideration (net cash paid by the Company inclusive of cash advanced as loans receivable was $14,993,977 after adjustment for cash acquired of $6,023). The Company also issued 830,189 shares common stock at closing using a value per share $13.25 pursuant to the GGC Purchase Agreement. The fair value of the share consideration paid at closing was determined to be $9,273,211 using the closing share price of the Company on the date of acquisition. The loans receivable applied toward the purchase consideration had originated during the negotiation to purchase GGC, whereby the Company had advanced an aggregate of $600,000 to GGC during 2020 in the form of loans (“GGC Loans”). Upon execution of the purchase agreement to acquire GGC, the Company paid GGC an additional $600,000 to be used for operating expenses pending the closing of the GGC acquisition (“GGC Operating Expense Payments”). The Company had recorded these advances totaling $1,200,000 as loans receivable at March 31, 2021 pending the closing of the acquisition. The Company was to receive full credit toward the purchase consideration for the GGC Loans and GGC Operating Expense Payments if the acquisition of GGC were to close by April 30, 2021. If acquisition of GGC were to close after April 30, 2021, but on or prior to May 14, 2021, the Company was to receive full credit toward the purchase price for the GGC Loans, and a credit toward the purchase price equal to 60% of the GGC Operating Expense Payments. If the acquisition closed after May 14, 2021, the Company was to receive full credit toward the purchase price for the GGC Loans, and a credit toward the purchase price equal to 50% of the GGC Operating Expense Payments. The acquisition did not close by May 14, 2021, and therefore the Company had forgiven 50% of the GGC Operating Expense Payments or $300,000 and applied the remaining balance of the total loans receivable, or $900,000 toward the purchase price of GGC. A summary of the purchase consideration follows: Cash paid at closing $ 14,100,000 Loans receivable applied toward purchase consideration 900,000 Share consideration issued at closing 9,273,211 Total purchase price consideration $ 24,273,211 The allocation of assets acquired and liabilities assumed follows: Cash $ 6,023 Accounts receivable 102,701 Prepaid expenses and other current assets 97,083 Equipment 7,704 Intangible assets 16,300,000 Goodwill 11,445,832 Accounts payable and accrued expenses (263,132) Deferred tax liability (3,423,000 ) Total $ 24,273,211 The acquired intangible assets, useful life and fair value determined at the acquisition date follows: Useful Life (years) Fair Value Tradename 10 $ 2,600,000 Developed technology 5 13,300,000 Customer relationships 5 400,000 Total $ 16,300,000 The results of operations of GGC are included in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. The goodwill recorded in the GGC acquisition is not deductible for tax purposes. Transaction related expenses were $801,317 for the year ended June 30, 2021 and are included in general and administrative expenses in the consolidated statements of operations. The transaction expenses incurred for the GGC acquisition include a charge of $300,000 related to the forgiveness of the GGC Operating Expense Payments discussed above, and an additional $100,000 of operating expense advances to fund the GGC operations prior to closing that were not eligible to be applied toward the purchase consideration. Acquisition of Helix On June 1, 2021, the Company completed its acquisition of the issued and outstanding membership units of Helix. The total consideration paid at closing was $17,000,000, with $9,400,000 paid in cash and $600,000 paid through application of loans receivable from Helix, inclusive of operating advances, toward the purchase consideration (net cash paid by the Company inclusive of cash advances as loans receivable was $9,964,691 after adjustment for cash acquired of $35,309). The Company also issued 528,302 shares of common stock at closing using a value per share of $13.25 pursuant to the Helix Purchase Agreement. The fair value of the share consideration paid at closing to be $5,901,133 using the closing share price of the Company on the date of acquisition. The loans receivable applied toward the purchase consideration had originated during the negotiation to purchase Helix, whereby the Company had advanced an aggregate of $400,000 to Helix during 2020 and 2021 in the form of loans (“Helix Loans”). Upon execution of the purchase agreement to acquire Helix, the Company paid Helix an additional $400,000 to be used for operating expenses pending the closing of the Helix acquisition (“Helix Operating Expense Payments”). The Company had recorded these advances totaling $800,000 as loans receivable at March 31, 2021 pending the closing of the acquisition. The Company was to receive full credit toward the purchase consideration for the Helix Loans and Helix Operating Expense Payments if the acquisition of Helix were to close by April 30, 2021. If acquisition of Helix were to close after April 30, 2021, but on or prior to May 14, 2021, the Company was to receive full credit toward the purchase price for the Helix Loans, and a credit toward the purchase price equal to 60% of the Helix Operating Expense Payments. If the acquisition closed after May 14, 2021, the Company was to receive full credit toward the purchase price for the Helix Loans, and a credit toward the purchase price equal to 50% of the Helix Operating Expense Payments. The acquisition did not close by May 14, 2021, and therefore the Company had forgiven 50% of the Helix Operating Expense Payments or $200,000 and applied the remaining balance of the total loans receivable, or $600,000 toward the purchase price of Helix. A summary of the purchase consideration follows: Cash paid at closing $ 9,400,000 Loans receivable applied toward purchase consideration 600,000 Share consideration issued at closing 5,901,133 Total purchase price consideration $ 15,901,133 The allocation of assets acquired and liabilities assumed follows: Cash $ 35,309 Accounts receivable 3,054 Prepaid expenses and other current assets 76,933 Equipment 643,537 Operating lease right-of-use asset 803,503 Intangible assets 3,600,000 Goodwill 12,393,591 Other non-current assets 31,014 Deferred revenue (9,036 ) Deferred income taxes (756,000 ) Operating lease liability (803,503 ) Long-term debt (117,270 ) Total $ 15,901,133 The acquired intangible assets, useful lives fair value determined at the acquisition date follows: Useful Life (years) Fair Value Tradename 10 $ 800,000 Developed technology 5 2,800,000 Total $ 3,600,000 The results of operations of Helix are in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. The goodwill recorded in the Helix acquisition is not deductible for tax purposes. Transaction related expenses were $604,603 for the year ended June 30, 2021 are included in general and administrative expenses in the consolidated statements of operations. The transaction expenses incurred for the Helix acquisition include a charge of $200,000 related to the forgiveness of Helix Operating Expense Payments discussed above, and an additional $100,000 of operating expense advances to fund the Helix operations prior to closing that were not eligible to be applied toward the purchase consideration. Acquisition of Lucky Dino On March 1, 2021, the Company completed the acquisition of the operating assets and specified liabilities that comprise the online gaming casino operations of Lucky Dino for cash paid at closing €25,000,000 ($30,133,725 using exchange rates in effect at the acquisition date), or with net cash paid being €24,001,795 ($28,930,540 using exchange rates in effect at the acquisition date) after adjustment for cash acquired of €998,205 ($1,203,185 using exchange rates in effect at the acquisition date). The acquisition of Lucky Dino was funded with available cash on hand. The allocation assets acquired and liabilities assumed follows: Restricted cash $ 1,203,185 Other receivables 131,111 Equipment 13,765 Operating lease right-of-use asset 371,898 Intangible assets 19,100,000 Goodwill 10,541,217 Other non-current assets 37,840 Accounts payable and accrued expenses (319,149 ) Liabilities to customers (574,244 ) Operating lease liability (371,898 ) Total $ 30,133,725 The acquired intangible assets, useful lives and fair value determined at the acquisition date follows: Useful Life (years) Fair Value Tradename 10 $ 2,100,000 Gaming licenses 2 800,000 Developed technology 5 5,500,000 Player relationships 5 10,700,000 Total $ 19,100,000 The results of operations of Lucky Dino are included in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. The goodwill recorded in the Lucky Dino acquisition is deductible for tax purposes. Transaction related expenses were $1,280,766 for the year ended June 30, 2021 and are included in general and administrative expenses in the consolidated statements of operations. Acquisition of EGL On January 21, 2021, the Company acquired all the issued and outstanding share capital of EGL for total purchase consideration of $2,975,219. The total purchase consideration included $481,386 of cash paid at closing, (net cash paid at closing being $477,350 after adjustment for cash acquired of $4,036), and the issuance of 292,511 shares of common stock with a fair value of $2,193,833 as determined using the closing share price on the date of acquisition. The purchase consideration also included an estimate of $300,000 for contingent consideration (“Holdback Consideration”) payable by the Company in cash and share consideration based on the progress of EGL towards the achievement of certain revenue targets based on the ability of EGL to achieve certain revenue targets by May 16, 2021. The Holdback Consideration was settled by the Company for $145,153 paid in cash, (increasing the total cash paid for EGL to $622,503), and through issuance of 63,109 shares of common stock with a fair value of $597,650, as determined using the closing price on the date of settlement. The incremental consideration paid in excess of the amount estimated at Holdback Consideration of $442,803 was recorded to change in fair value of contingent consideration within the statement of operations for the year ended June 30, 2021. The terms of the EGL purchase agreement may further require the Company to pay an additional $2,750,000 (equivalent to approximately £2,000,000 of purchase price using exchange rates at the acquisition date) in contingent earnout consideration (“Earnout Consideration”) if EGL is to achieve an earnings benchmark on the 18 month anniversary of the closing date. On the date of acquisition, the Company determined that the likelihood of a payout of the Earnout Consideration was remote and therefore did not assign a value to the Earnout Consideration on the date of acquisition. This considers the Earnout Consideration benchmark increases during the earnout period for amounts invested by the Company in the operations of EGL. The Earnout Consideration benchmark used to determine the minimum threshold for payment of additional purchase consideration payable by the Company also increases should there be an increase in the value of the share consideration that was issued by the Company on the date of acquisition. A summary of the purchase consideration follows: Cash paid at closing $ 481,386 Share consideration issued at closing 2,193,833 Holdback Consideration 300,000 Total purchase price consideration $ 2,975,219 The allocation of assets acquired and liabilities assumed follows: Cash $ 4,036 Accounts receivable 141,031 Other receivables 32,923 Equipment 11,274 Intangible assets 1,371,789 Goodwill 1,978,668 Other non-current assets 5,382 Accounts payable and accrued expenses (118,157 ) Deferred revenue (95,062 ) Notes payable (68,589 ) Deferred income taxes (288,076 ) Total $ 2,975,219 The acquired intangible assets, useful lives and fair value at the acquisition date follows: Useful Life (years) Fair Value Tradename 10 $ 411,537 Developed technology 5 823,073 Customer relationships 5 137,179 Total $ 1,371,789 The following table summarizes the change in fair value of the Holdback Consideration that was settled by the Company through the payment of cash and issuance of common stock: Fair value of contingent share consideration at January 21, 2021 $ 300,000 Change in fair value contingent consideration 442,803 Payment of Holdback Consideration in cash (145,153 ) Stock issued of Holdback Contingent in shares (597,650 ) Fair value of contingent share consideration at June 30, 2021 $ — The results of operations of EGL are included in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. The goodwill recorded in the EGL acquisition is not deductible for tax purposes. Transaction related expenses were immaterial for the year ended June 30, 2021. Acquisition of Argyll On July 31, 2020, the Company acquired Argyll, an online casino and sportsbook operator for total purchase consideration $7,802,576. The purchase consideration includes $1,250,000 in cash comprised of a cash deposit of $500,000 that had been paid during the year ended June 30, 2020, as well as cash paid at closing of $750,000 (net cash paid being $728,926 in fiscal 2021 after adjustment for cash acquired of $21,074). The purchase consideration also includes the issuance of 650,000 shares of common stock with a fair value of $3,802,500 and the issuance of warrants to purchase up to 1,000,000 shares of common stock of the Company at an exercise price of $8.00 per share during a term of three years. A summary of the purchase consideration follows: Cash paid $ 1,250,000 Share consideration issued at closing 3,802,500 Fair value of warrants issued at closing 2,750,076 Total purchase price consideration $ 7,802,576 The allocation of assets acquired and liabilities assumed follows: Cash $ 21,074 Receivables reserved for users 27,777 Other receivables 605,898 Prepaid expenses and other current assets 413,441 Equipment 70,712 Operating lease right-of-use asset 373,016 Intangible assets 7,333,536 Goodwill 4,143,224 Other non-current assets 1,130,034 Accounts payable and accrued expenses (2,471,244 ) Liabilities to customers (1,737,106 ) Notes payable (327,390 ) Operating lease liability (240,353 ) Deferred income taxes (1,540,043 ) Total $ 7,802,576 The acquired intangible assets, useful lives and a fair value at the acquisition date follows: Useful Life (years) Fair Value Tradename 10 $ 1,440,516 Gaming licenses 2 916,692 Player interface 5 2,226,252 Player relationships 5 2,750,076 Total $ 7,333,536 The results of operations of Argyll are included in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. During the year ended June 30, 2021, the Company recorded a measurement period adjustment to reduce the preliminary purchase consideration by $2,738,095 as the Company updated the fair value of the warrants issued using a Monte Carlo simulation. The Company also recorded a measurement period adjusted to update the preliminary purchase price allocation based on final allocation of fair value to identifiable intangible assets. The goodwill is not deductible for tax purposes. Transaction related expenses were immaterial for the year ended June 30, 2021. Acquisition of Flip On September 3, 2020 the Company acquired the software development operations of Flip Sports Limited (“FLIP”) for cash of $100,000, share consideration of $411,817 resulting from the issuance 93,808 shares of common stock by the Company at the share price on the date of acquisition, and contingent share consideration payable based on the retention of certain key FLIP employees and having an estimated fair value of $500,000 on the date of acquisition. The contingent share consideration was settled on March 3, 2021 through the issuance of 93,808 shares of common stock have a market value on the date of settlement of $1,805,804, resulting in the recognition of $1,305,804 as the change in fair value of contingent consideration in the consolidated statement of operations for the year ended June 30, 2021. A summary of the purchase consideration follows: Cash $ 100,000 Share consideration issued at closing 411,817 Contingent share consideration 500,000 Total purchase price consideration $ 1,011,817 The allocation to the assets acquired follows: Intangible assets (developed software) $ 550,000 Goodwill 461,817 Total purchase price consideration $ 1,011,817 The developed software was determined to have an estimated useful life of 5 years. During the year ended June 30, 2021, the Company recorded a measurement period adjustment of $88,183 to reduce the amount of goodwill due to a decrease in the fair value of the purchase share consideration issued at closing. The following table summarizes the change in fair value of the FLIP contingent share consideration that was settled by the Company through the issuance of common stock: Fair value of contingent share consideration at September 3, 2020 $ 500,000 Change in fair value contingent consideration 1,305,804 Stock issued settlement of contingent share consideration (March 3, 2021) (1,805,804 ) Fair value of contingent share consideration at June 30, 2021 $ — The results of operations of FLIP are included in the consolidated financial statements of the Company for the year ended June 30, 2021 since the date of acquisition. The goodwill recorded in the FLIP acquisition is deductible for tax purposes. Transaction related expenses for FLIP were not material to the consolidated statement of operations. Pro Forma Operating Results The following table summarizes pro forma results of operations for the year ended June 30, 2021 and 2020 as if the Argyll, Lucky Dino, EGL, ggCircuit and Helix have been acquired on July 1, 2019. The results of operations of FLIP were excluded due to immateriality. The pro forma results of operations for the year ended June 30, 2021 and 2020 were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had these acquisitions been made as of July 1, 2019 and may not be useful in predicting the future results of operations for the Company. The actual results of operations may differ materially from the pro forma amounts included in the table below. Pro Forma (unaudited) for the year ended June 30, 2021 2020 Net revenue $ 36,748,329 $ 35,321,912 Net loss $ (37,776,598 ) $ (20,556,084 ) Net loss per common share, basic and diluted $ (2.06 ) $ (1.84 ) The pro forma operating results of operations for the year ended June 30, 2021 and 2020 include amortization of intangibles, depreciation of equipment and cash proceeds made available through the issuance of equity to facilitate the acquisitions. |