10-Q/A: Lottery.com Files Amended 10-Q/A, Outlines Operational Restart and Financial Challenges

Sentiment:

Quarterly Report


Lottery.com has filed an amended quarterly report detailing its financial results, ongoing legal issues, and plans to resume operations after a period of significant challenges.

Delay expectedThe company experienced delays in filing its annual and quarterly reports.The company's operational restart has been delayed due to financial and legal issues.The company's B2C platform relaunch has been delayed and is now expected by mid-year 2024.
Capital raiseThe company needs additional capital to support and restart operations.The company is exploring various financing options, including equity and debt securities.The company has secured investment commitments from United Investments Capital London, Univest Securities LLC, and Prosperity Investment Management.The company's ability to continue as a going concern is dependent on obtaining additional financing.
Worse than expectedThe company's revenue decreased significantly year-over-year.The company's net loss increased substantially compared to the same period last year.The company's operating expenses increased significantly, driven by a large increase in professional fees.The company's cash balance is critically low.

Summary

  • Lottery.com has filed an amended 10-Q/A report for the quarter ended March 31, 2024, revising previously filed information.
  • The company experienced a net loss of $5.75 million for the quarter, compared to a $3.2 million loss in the same period last year.
  • Revenue decreased to $259,319 from $620,229 year-over-year, primarily due to reduced activity in the TinBu subsidiary.
  • Operating expenses increased to $5.77 million, driven by a significant rise in professional fees to $3.2 million.
  • The company's cash balance is $84,050 as of March 31, 2024, down from $359,826 at the end of 2023.
  • Lottery.com is working to restart its B2B API platform and plans to relaunch its B2C platform by mid-year 2024.
  • The company is also focused on monetizing its Sports.com brand and expanding its global operations.
  • The report highlights ongoing legal proceedings and the need for additional capital to support operations.
  • The company has a three-phase plan to recommence operations, starting with the B2B API platform, followed by the B2C platform, and then restoring other business lines.
  • The company has a significant amount of debt outstanding, including convertible notes and other loans.

Sentiment

Score: 3

Explanation: The document reveals significant financial and operational challenges, including substantial losses, declining revenue, low cash reserves, and ongoing legal issues. While there are plans for a restart, the company's future is highly uncertain, leading to a negative sentiment.

Positives

  • The company has a plan to recommence operations in three phases.
  • The company is working to monetize its Sports.com brand.
  • The company has maintained relationships with key partners to support the relaunch of its B2B API platform.
  • The company has secured investment commitments from United Investments Capital London, Univest Securities LLC, and Prosperity Investment Management.

Negatives

  • The company experienced a significant net loss of $5.75 million for the quarter.
  • Revenue decreased by 58% year-over-year.
  • Operating expenses increased by 54%, driven by a large increase in professional fees.
  • The company's cash balance is very low at $84,050.
  • The company has a significant amount of debt outstanding.
  • The company is involved in several ongoing legal proceedings.
  • The company has identified material weaknesses in its internal control over financial reporting.

Risks

  • The company needs additional capital to support and restart operations, and there is no guarantee that such capital will be available.
  • The company may not be able to maintain compliance with Nasdaq listing standards.
  • The company is involved in several ongoing legal proceedings, which could have a material adverse effect on its business.
  • The company has identified material weaknesses in its internal control over financial reporting.
  • The company's ability to continue as a going concern is dependent on its ability to raise additional capital and successfully execute its business plan.
  • The company faces challenges related to expanding its footprint globally and obtaining necessary licenses and regulatory approvals.
  • The company is subject to increasing foreign currency fluctuations, inflationary pressures, and political and economic instability in international markets.
  • The company faces intense competition in the online lottery game market.
  • The company is dependent on third-party service providers to perform services or software component products for its gaming platforms.

Future Outlook

Lottery.com plans to resume its B2B API platform operations, relaunch its B2C platform by mid-year 2024, and monetize its Sports.com brand. The company also intends to expand its global operations and enhance its mobile application. However, the company's ability to continue as a going concern is dependent on obtaining additional financing.

Management Comments

  • The cornerstone of the Companys operational progress for FY 2024 will be driven by technology, product and service/capability enhancements.
  • This Amended Report is reflective of the Companys commitment to transparency, integrity, and responsible corporate governance.
  • The investment commitments from United Investments Capital London, Univest Securities LLC, and Prosperity Investment Management outlined in this report are evidence of investor belief in Managements capability to resume core lottery and gaming operations, monetize the Sports.com brand, and expand all the Companys brand across the globe.

Industry Context

The online lottery and gaming industry is highly competitive and subject to changing technology and regulations. Lottery.com faces competition from established players and must adapt to new trends and changes in the market. The company's international expansion plans are also subject to geopolitical and economic risks.

Comparison to Industry Standards

  • Lottery.com's financial performance is significantly below industry standards for companies of similar size and scope.
  • The company's revenue decline and net losses are concerning compared to competitors in the online gaming and lottery sectors.
  • The company's cash balance is critically low, indicating a high risk of financial distress.
  • The company's reliance on debt financing and the need for additional capital raise concerns about its long-term viability.
  • The company's ongoing legal issues and material weaknesses in internal controls are also significant deviations from industry best practices.
  • Compared to companies like DraftKings or Flutter Entertainment, Lottery.com's financial metrics and operational stability are significantly weaker.
  • The company's ability to compete with established players in the online lottery and gaming market is questionable given its current financial and operational challenges.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerNot specifiedMatthew McGahanNot specifiedNot specified
Chief Financial OfficerRyan DickinsonRobert J. StubblefieldNot specifiedRyan Dickinson's employment was terminated.
Board MemberLisa Borders, Steven M. Cohen, Lawrence Anthony DiMatteo and William ThompsonTwo new independent directorsSeptember 2022Conditions to the Loan Agreement with Woodford.
Board MemberNot specifiedWarren Macal2024-04-29Nomination following investment commitment from Prosperity Investment Management.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal ControlsThe company has identified material weaknesses in its internal control over financial reporting and is implementing remediation steps.OngoingThe company's ability to accurately report its financial results is at risk until the material weaknesses are remediated.

Legal Proceedings

  • The company is involved in ongoing litigation with J. Streicher Financial, LLC, seeking to recover $16.5 million.
  • The company is a defendant in a class action lawsuit filed by purchasers of its securities.
  • The company is involved in litigation with TinBu, LLC, related to breach of contract and misrepresentation.
  • The company is involved in litigation with Global Gaming Data, LLC, related to trade secrets and breach of contract.
  • The company is involved in litigation with Woodford Eurasia Assets, Ltd., related to a loan agreement.

Related Party Transactions

  • The company entered into a loan agreement with United Capital Investments London Limited, an entity in which the company's CEO and a board member have a direct or indirect interest.
  • The company had a service agreement with Master Goblin Games, LLC, an entity owned by a former officer of the company.

Stakeholder Impact

  • Shareholders face significant risks due to the company's financial instability and ongoing legal issues.
  • Employees have been affected by furloughs and unpaid payroll obligations.
  • Customers may experience disruptions in service due to the company's operational challenges.
  • Suppliers and creditors face uncertainty regarding the company's ability to meet its obligations.

Next Steps

  • The company plans to resume its B2B API platform operations.
  • The company plans to relaunch its B2C platform by mid-year 2024.
  • The company plans to monetize its Sports.com brand.
  • The company plans to expand its global operations.
  • The company plans to enhance its mobile application.
  • The company plans to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address any other matters it identifies or are brought to its attention.

Key Dates

DateDescription
2016-03-17Lottery.com Inc. was formed as a Delaware corporation.
2017-08-01Start of Series A Notes issuance.
2017-10-31End of Series A Notes issuance.
2018-06-01Sale of Unit Purchase Option to underwriter.
2018-08-28Notes payable agreement in connection with TinBu purchase.
2020-06-29Promissory Note with the U.S. Small Business Administration (SBA).
2021-03-01Secured Convertible Note matured.
2021-06-30Acquisition of Global Gaming Enterprises, Inc.
2021-10-29Business Combination with AutoLotto, Inc. completed.
2022-03-22Secured promissory note agreement entered into.
2022-07-28Board determined insufficient financial resources to fund operations, leading to Operational Cessation.
2022-12-07Loan agreement with Woodford Eurasia Assets, Ltd. entered into.
2023-07-26Initial credit facility agreement with United Capital Investments London Limited.
2023-08-091-for-20 Reverse Stock Split implemented.
2023-10-10Lottery.com 2023 Employees Directors and Consultants Stock Issuance and Option Plan adopted.
2023-12-06Placement agent agreement with Univest Securities, LLC entered into.
2024-01-04AutoLotto entered into a Business Loan Agreement with bank prov.
2024-02-05Memorandum of Understanding with WA Technology Group Limited.
2024-02-15Memorandum of Understanding with S&MI Ltd. (SportLocker.com).
2024-03-31End of the reporting period for the amended 10-Q/A.
2024-04-10Nasdaq notification that the matter surrounding the Companys deficiency in meeting the minimum $ 5,000,000 threshold for the Market Value of Publicly Held Shares (MVPHS) had been cured and the matter had been closed.
2024-04-29Mr. Warren Macal appointed to the Board of Directors.
2024-05-17Date of share count for the report.
2024-05-20Original filing date of the 10-Q.
2024-06-03Filing date of Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2023.
2024-06-06Date of this amended 10-Q/A filing.

Keywords

Lottery.com, financial results, stock issuance, stock options, legal proceedings, operational restart, B2B API, B2C platform, Sports.com, internal controls, debt, capital raise, going concern

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