10-Q/A: Lottery.com Files Amended 10-Q/A, Outlines Operational Restart and Financial Challenges
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.
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
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Not specified | Matthew McGahan | Not specified | Not specified |
| Chief Financial Officer | Ryan Dickinson | Robert J. Stubblefield | Not specified | Ryan Dickinson's employment was terminated. |
| Board Member | Lisa Borders, Steven M. Cohen, Lawrence Anthony DiMatteo and William Thompson | Two new independent directors | September 2022 | Conditions to the Loan Agreement with Woodford. |
| Board Member | Not specified | Warren Macal | 2024-04-29 | Nomination following investment commitment from Prosperity Investment Management. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Controls | The company has identified material weaknesses in its internal control over financial reporting and is implementing remediation steps. | Ongoing | The 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
| Date | Description |
|---|---|
| 2016-03-17 | Lottery.com Inc. was formed as a Delaware corporation. |
| 2017-08-01 | Start of Series A Notes issuance. |
| 2017-10-31 | End of Series A Notes issuance. |
| 2018-06-01 | Sale of Unit Purchase Option to underwriter. |
| 2018-08-28 | Notes payable agreement in connection with TinBu purchase. |
| 2020-06-29 | Promissory Note with the U.S. Small Business Administration (SBA). |
| 2021-03-01 | Secured Convertible Note matured. |
| 2021-06-30 | Acquisition of Global Gaming Enterprises, Inc. |
| 2021-10-29 | Business Combination with AutoLotto, Inc. completed. |
| 2022-03-22 | Secured promissory note agreement entered into. |
| 2022-07-28 | Board determined insufficient financial resources to fund operations, leading to Operational Cessation. |
| 2022-12-07 | Loan agreement with Woodford Eurasia Assets, Ltd. entered into. |
| 2023-07-26 | Initial credit facility agreement with United Capital Investments London Limited. |
| 2023-08-09 | 1-for-20 Reverse Stock Split implemented. |
| 2023-10-10 | Lottery.com 2023 Employees Directors and Consultants Stock Issuance and Option Plan adopted. |
| 2023-12-06 | Placement agent agreement with Univest Securities, LLC entered into. |
| 2024-01-04 | AutoLotto entered into a Business Loan Agreement with bank prov. |
| 2024-02-05 | Memorandum of Understanding with WA Technology Group Limited. |
| 2024-02-15 | Memorandum of Understanding with S&MI Ltd. (SportLocker.com). |
| 2024-03-31 | End of the reporting period for the amended 10-Q/A. |
| 2024-04-10 | Nasdaq 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. |
| 2024-04-29 | Mr. Warren Macal appointed to the Board of Directors. |
| 2024-05-17 | Date of share count for the report. |
| 2024-05-20 | Original filing date of the 10-Q. |
| 2024-06-03 | Filing date of Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2023. |
| 2024-06-06 | Date 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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