Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | ||||||
Emerging growth company |
International Financial Reporting Standards as Issued | Other ☐ | |||||||
by the International Accounting Standards Board | ☐ |
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• | the impact of the COVID-19 pandemic and any resulting social, political, economic and financial complications; |
• | our ability to attract and retain players; |
• | our expectations regarding the growth rates of our active users, payer conversion rate and revenue per daily active user; |
• | our reliance on third-party platforms; |
• | our ability to continue to launch and enhance games that attract and retain a significant number of paying players; |
• | our reliance on a small percentage of our players for nearly all of our revenue; |
• | our ability to adapt to, and offer games that keep pace with, changing technology and evolving industry standards; |
• | competition; |
• | our ability to use the intellectual property rights of our controlling shareholder, DoubleU Games, and other third parties, including the third-party intellectual property rights licensed to us by International Game Technology PLC (“IGT”); |
• | protection of our proprietary information and intellectual property, inability to license third-party intellectual property and the intellectual property rights of others; |
• | security and integrity of our games and systems; |
• | security breaches, cyber-attacks or other privacy or data security incidents, challenges or disruptions; |
• | reliance on or failures in information technology and other systems; |
• | the impact of legal and regulatory restrictions on our business, including significant opposition in some jurisdictions to interactive social gaming, including social casino gaming, and how such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino gaming specifically, and how this could result in a |
prohibition on interactive social gaming or social casino gaming altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations; |
• | laws and government regulations, both foreign and domestic, and to data privacy and security, including with respect to the collection, storage, use, transmission, sharing and protection of personal information and other consumer data, and those laws and regulations that affect companies conducting business on the internet, including ours; |
• | the continuing evolution of the scope of data privacy and security regulations, and our belief that the adoption of increasingly restrictive regulations in this area is likely within the U.S. and other jurisdictions; |
• | our ability to complete acquisitions and integrate businesses successfully; |
• | our ability to pursue and execute new business initiatives; and |
• | U.S. and international economic and industry conditions. |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
A. |
[RESERVED] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | Our profitability may be affected by the rate and manner at which we successfully manage our current and future growth. |
• | We rely on a small percentage of our players for all of our revenue. |
• | To date, we have been reliant upon our DoubleDown Casino game for substantially all of our revenue. |
• | We rely substantially on third-party platforms to make our games available to players and to collect revenue. |
• | Legal proceedings may have a material adverse impact on our business. |
• | Social opposition to interactive gaming could limit our growth and impact the future of our business. |
• | We rely on the ability to use the intellectual property of third parties, particularly IGT and DUG, for a substantial portion or our content and other features incorporated into our games. |
• | Our business depends on our ability to protect proprietary information and our owned and licensed intellectual property. |
• | The intellectual property rights of others may prevent us from developing new games and/or entering new markets, or may expose us to costly litigation. |
• | Our success depends upon our ability to adapt to and offer games that keep pace with changing technology and evolving industry standards. |
• | Data privacy and security laws and regulations could increase the cost of our operations and subject us to possible sanctions or penalties. |
• | We operate in a highly competitive industry, and our success depends on our ability to effectively compete. |
• | Our success depends on the security and integrity of the games we offer, and cyber-attacks, security breaches, or other disruptions could compromise our information or the information of our players and expose us to liability, which would cause our business and reputation to suffer. |
• | analyze player demographics and effectively respond to changing player interests and preferences and the competitive landscape; |
• | enhance existing games with refreshed content and develop new games that, in each case, are interesting and compelling and that incentivize players to purchase virtual chips on a regular basis; |
• | effectively develop new social and geographic markets for our games; |
• | minimize delays and cost overruns on development and launch of refreshed content for existing games and of new games; and |
• | expand our proprietary portfolio of games through organic growth and licensed third-party content. |
• | the platform providers discontinue or limit our access to their platforms; |
• | governments or private parties, such as internet providers, impose bandwidth restrictions, increase charges, or restrict or prohibit access to those platforms; |
• | the platforms modify their current discovery mechanisms, communication channels available to developers, respective terms of service, or other policies, including fees; |
• | the platforms adopt changes or updates to their technology that impede integration with other software systems, such as Adobe Flash or others, or otherwise require us to modify our technology or update our games in order to ensure players can continue to access our games and content with ease; |
• | the platforms impose restrictions or make it more difficult for players to buy our virtual chips; or |
• | the platforms develop their own competitive offerings. |
• | be expensive and time-consuming to defend or require us to pay significant amounts in damages; |
• | result in invalidation of our proprietary rights or render our proprietary rights unenforceable; |
• | cause us to cease making, licensing, or using games that incorporate the intellectual property; |
• | require us to redesign, reengineer, or rebrand our games or limit our ability to bring new games to the market in the future; |
• | require us to enter into costly or burdensome royalty, licensing, or settlement agreements in order to obtain the right to use a product or process; |
• | impact the commercial viability of the games that are the subject of the claim during the pendency of such claim; or |
• | require us to stop offering the infringing games. |
• | holiday and vacation seasons; |
• | climate and weather conditions that could cause players to pursue other activities; |
• | economic and political conditions; and |
• | the timing of the release of new games or refreshed content, including those of our competitors. |
• | a majority of its board of directors consist of independent directors; |
• | its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is comprised entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations process; and |
• | it has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
ITEM 4. |
INFORMATION ON THE COMPANY |
A. |
History and Development of the Company |
B. |
Business Overview |
• | Proven creative and technological competencies of DDI in-game economy. |
• | Proven authentic land-based content from IGT top-performing titles to incorporate into our games. Content from IGT features iconic slot titles and authentic casino gameplay mechanics that appeal to a large audience of loyal players, with a particular focus on those who enjoy land-based slot machines. Current and future land-based slot titles from IGT provide a large and growing pipeline of slot content. |
• | Exclusive original social casino content and proven execution capabilities from DUG |
• | Growth of mobile platforms and entertainment increasingly consumed through mobile (non-voice) in 2021; time spent on consuming content via mobile devices was expected to surpass time spent watching TV for the first time in 2019. We believe this trend presents an opportunity for greater engagement with players on mobile devices. |
• | Role of app stores as distribution and payment gateways |
• | Success of the free-to-play Free-to-play web-based games by eliminating upfront barriers and facilitating purchases throughout the player lifecycle. Free-to-play in-game purchase options, players can spend according to their entertainment value derived from the game which allows developers to maximize revenue from their existing player base. |
• | Scale is increasingly important top-ranked games drive greater organic growth, which promotes higher social engagement and sharing. This translates to a potential larger player base which provides more data from which more effective user acquisition and engagement strategies can be formulated. |
• | Content is a key differentiator |
• | Increasing longevity of games |
develop a new game and acquire players. Facilitated by a shift in monetization strategy towards more in-game purchases, greater ability to update games post-launch via app store platforms, and the incorporation of social aspects into the games, players stay engaged longer, which in turn drives higher and more stable monetization. As the lifecycles of games continue to increase, we believe that strong, data-driven live operations capabilities are crucial to optimize games to drive long-term and sustainable value. |
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Start screen |
Lobby | |
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Slot game start screen |
Hall of Fame History showing player ranking |
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Start screen |
Lobby |
Slot game start screen |
Time-based bonuses |
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Start screen |
Lobby |
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Slot game start screen |
Daily Bonus |
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Start screen |
Lobby |
Character placement screen |
PvE game play screen |
• | quality of player experience, |
• | breadth and depth of gameplay, |
• | innovative game mechanics, |
• | ability to create or license compelling content, |
• | ability to invest in leading technology, |
• | game awareness and reputation, and |
• | access to distribution channels. |
• | provides California consumers with new rights—specifically the right to notice, access, deletion, and to opt-out of sales of their personal information, |
• | will affect several marketing activities due to the CCPA’s broad definitions of personal information and sale, and |
• | provides for private actions and permits for class action which could result in businesses being subject to substantial statutory fines in cases involving thousands of impacted consumers where the business is found to have failed to implement and maintain reasonable and appropriate security procedures. |
C. |
Organizational Structure |
Legal Entity Name |
Jurisdiction |
Percentage Interest Held | ||
DoubleUDiamond, LLC |
Delaware | 100% | ||
DoubleDown Interactive, LLC |
Washington | 100% | ||
Double8 Games Co., Ltd. |
Republic of Korea | 100% |
D. |
Property, Plants and Equipment |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Year ended December 31, |
2018 |
2019 |
2020 |
|||||||||
DoubleDown Casino payback period (days) |
123 | 138 | 162 | |||||||||
New players contributing in payback period (%) |
2.9 | 2.3 | 2.8 |
Three months ended |
||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2021 |
September 30, 2021 |
June 30, 2021 |
March 31, 2021 |
December 31, 2020 |
September 30, 2020 |
June 30, 2020 |
March 31, 2020 |
December 31, 2019 |
September 30, 2019 |
June 30, 2019 |
March 31, 2019 |
|||||||||||||||||||||||||||||||||||||
Average MAU (000s) |
2,433 | 2,447 | 2,544 | 2,647 | 2,704 | 2,894 | 3,083 | 3,004 | 2,791 | 2,844 | 2,779 | 2,873 | ||||||||||||||||||||||||||||||||||||
Average DAU (000s) |
1,022 | 1,033 | 1,057 | 1,082 | 1,131 | 1,169 | 1,239 | 1,195 | 1,168 | 1,154 | 1,169 | 1,221 | ||||||||||||||||||||||||||||||||||||
Payer Conversion Rate (%) |
5.5 | % | 5.7 | % | 5.8 | % | 5.7 | % | 5.5 | % | 5.4 | % | 5.4 | % | 5.0 | % | 5.0 | % | 5.0 | % | 5.3 | % | 5.3 | % | ||||||||||||||||||||||||
ARPDAU ($) |
$ | 0.97 | $ | 0.96 | $ | 0.99 | $ | 0.99 | $ | 0.87 | $ | 0.86 | $ | 0.89 | $ | 0.70 | $ | 0.64 | $ | 0.64 | $ | 0.64 | $ | 0.62 | ||||||||||||||||||||||||
Adjusted EBITDA ($ in millions) (1) |
$ | 25.8 | $ | 30.2 | $ | 31.1 | $ | 33.1 | $ | 29.7 | $ | 28.9 | $ | 36.3 | $ | 25.4 | $ | 27.0 | $ | 24.8 | $ | 25.1 | $ | 24.8 | ||||||||||||||||||||||||
Adjusted EBITDA margin (%) (1) |
29.9 | % | 34.7 | % | 33.4 | % | 34.2 | % | 32.6 | % | 31.4 | % | 36.6 | % | 33.4 | % | 39.0 | % | 36.5 | % | 36.9 | % | 36.3 |
(1) | For a reconciliation of net income to Adjusted EBITDA, see “—Reconciliation of non-GAAP measures” below. |
A. |
Operating Results |
Year ended December 31, |
Change |
|||||||||||||||||||||||||||
($ in millions) |
2021 |
2020 |
2019 |
2021 vs. 2020 |
2020 vs. 2019 |
|||||||||||||||||||||||
Revenue |
$ | 363.2 | $ | 358.3 | $ | 273.6 | $ | 4.9 | 1.4 | % | $ | 84.7 | 31.0 | % | ||||||||||||||
Operating expenses |
$ | 264.5 | $ | 269.6 | $ | 205.3 | $ | (5.1 | ) | (1.9 | )% | $ | 64.3 | 31.3 | % | |||||||||||||
Operating income |
$ | 98.7 | $ | 88.7 | $ | 68.3 | $ | 10.0 | 11.3 | % | $ | 20.4 | 29.9 | % | ||||||||||||||
Net income |
$ | 78.1 | $ | 53.6 | $ | 36.3 | $ | 24.5 | 45.7 | % | $ | 17.3 | 47.7 | % | ||||||||||||||
Adjusted EBITDA (1) |
$ | 120.1 | $ | 120.3 | $ | 101.7 | $ | (0.2 | ) | (0.2 | )% | $ | 18.6 | 18.3 | % | |||||||||||||
Operating margin |
27.2 | % | 24.8 | % | 25.0 | % | 2.4 | pp | nm | (0.2 | )pp | nm | ||||||||||||||||
Adjusted EBITDA margin (1) |
33.1 | % | 33.6 | % | 37.2 | % | (0.5 | )pp | nm | (3.6 | )pp | nm |
(1) | For reconciliation of net income to Adjusted EBITDA, see “—Reconciliation of non-GAAP measures” below. |
Reconciliation of non-GAAP measures(in millions, except percentages) |
Year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Net income |
$ | 78.1 | $ | 53.6 | $ | 36.3 | ||||||
Income tax expense |
22.5 | 21.6 | 13.5 | |||||||||
Income before tax |
100.6 | 75.2 | 49.8 | |||||||||
Adjustments for: |
||||||||||||
Depreciation and amortization |
17.9 | 31.6 | 33.4 | |||||||||
Loss Contingency |
3.5 | — | — | |||||||||
Interest expense |
2.0 | 10.8 | 26.6 | |||||||||
Foreign currency transaction/remeasurement (gain) loss |
(3.0 | ) | (2.1 | ) | (7.3 | ) | ||||||
Other income (expense), net |
(0.9 | ) | 4.8 | (0.8 | ) | |||||||
Adjusted EBITDA |
$ | 120.1 | $ | 120.3 | $ | 101.7 | ||||||
Adjusted EBITDA margin |
33.1 | % | 33.6 | % | 37.2 | % |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs 2020 |
|||||||||||||
Revenue |
||||||||||||||||
Mobile |
$ | 264.9 | $ | 257.4 | $ | 7.5 | 2.9 | % | ||||||||
Web |
98.3 | 100.9 | $ | (2.6 | ) | (2.6 | )% | |||||||||
Total revenue |
$ | 363.2 | $ | 358.3 | $ | 4.9 | 1.4 | % |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs 2020 |
|||||||||||||
Revenue |
||||||||||||||||
US (1) |
$ | 317.6 | $ | 309.2 | $ | 8.4 | 2.7 | % | ||||||||
International |
45.6 | 49.1 | $ | (3.5 | ) | (7.1 | )% | |||||||||
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|
|
|
|
|
|
|||||||||
Total revenue |
$ | 363.2 | $ | 358.3 | $ | 4.9 | 1.4 | % |
(1) | Revenue by geography is an estimate based on available information. When location data cannot be validated, the location is assumed to be in the United States. |
Year ended December 31, |
Change |
|||||||||||||||
(in millions, except ARPDAU and percentage) |
2021 |
2020 |
2021 vs 2020 |
|||||||||||||
Key performance indicator |
||||||||||||||||
Mobile penetration |
72.9 | % | 71.8 | % | 1.1 | pp | 1.5 | % | ||||||||
Average MAU |
2.4 | 2.9 | (0.5 | ) | (17.2 | )% | ||||||||||
Average DAU |
1.0 | 1.2 | (0.2 | ) | (16.7 | )% | ||||||||||
ARPDAU |
$ | 0.97 | $ | 0.83 | $ | 0.14 | 16.9 | % |
Year ended December 31, |
Change |
|||||||||||||||
2021 |
2020 |
2021vs 2020 |
||||||||||||||
Average MPUs (in thousands) (1) |
139 | 156 | (17 | ) | (10.9 | )% | ||||||||||
Average monthly revenue per payer (2) |
$ | 218 | $ | 191 | $ | 27 | 14.1 | % | ||||||||
Payer conversion rate |
5.7 | % | 5.4 | % | 0.3 | pp | 5.2 | % |
(1) | We define Average MPUs as the average number of players who made a purchase at least once in a month during the applicable time period. However, as with our calculation of average MAU, an individual who plays two different games or from two different devices may, in certain circumstances be counted as multiple MPUs. We use third-party data and registration for our loyalty program to assist us in the limiting occurrences of multiple-counting. |
(2) | Average monthly revenue per payer is calculated by dividing the average monthly revenue for the period by the Average MPUs in that period. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
2021 |
2020 |
2021 vs. 2020 change |
||||||||||||||||||||||
Cost of revenue (1) |
||||||||||||||||||||||||||||
Platform |
$ | 108.0 | $ | 107.0 | $ | 1.0 | 0.9 | % | 29.7 | % | 29.9 | % | (0.2 | )pp | ||||||||||||||
Data center |
2.4 | 1.9 | 0.5 | 26.3 | % | 0.7 | % | 0.5 | % | 0.2 | pp | |||||||||||||||||
Royalty |
15.5 | 16.4 | (0.9 | ) | (5.5 | )% | 4.3 | % | 4.6 | % | (0.3 | )pp | ||||||||||||||||
Customer service |
0.7 | 1.0 | (0.3 | ) | (30.0 | )% | 0.2 | % | 0.2 | % | nm | |||||||||||||||||
Total cost of revenue |
$ | 126.6 | $ | 126.3 | $ | 0.3 | 0.2 | % | 34.9 | % | 35.2 | % | (0.3 | )pp |
(1) |
Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
2021 |
2020 |
2021 vs. 2020 change |
||||||||||||||||||||||
Sales and marketing (1) |
$ | 78.8 | $ | 71.2 | $ | 7.6 | 10.7 | % | 21.7 | % | 19.9 | % | 1.8 | pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
2021 |
2020 |
2021 vs. 2020 change |
||||||||||||||||||||||
Research and development (1) |
$ | 18.5 | $ | 18.8 | $ | (0.3 | ) | (1.6 | )% | 5.1 | % | 5.2 | % | (0.1 | )pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
2021 |
2020 |
2021 vs. 2020 change |
||||||||||||||||||||||
General and administrative (1) |
$ | 22.6 | $ | 21.7 | $ | 0.9 | 4.1 | % | 6.2 | % | 6.1 | % | 0.1 | pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
|||||||||||||
Depreciation and amortization |
$ | 17.9 | $ | 31.6 | $ | (13.7 | ) | (43.4 | )% |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
|||||||||||||
Other income |
||||||||||||||||
Gain on foreign currency transaction |
$ | 1.1 | $ | 2.3 | $ | (1.2 | ) | (52.2 | )% | |||||||
Gain on foreign currency remeasurement of intercompany item |
1.9 | (0.2 | ) | 2.1 | (1050 | )% | ||||||||||
Interest income |
0.2 | 0.2 | — | (0.0 | )% | |||||||||||
Miscellaneous income |
0.7 | nm | 0.7 | (100.0 | )% | |||||||||||
|
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|
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|
|
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|
|||||||||
Total other income |
$ | 3.9 | $ | 2.3 | $ | 1.6 | (69.6 | )% | ||||||||
Other expenses |
||||||||||||||||
Interest expense |
$ | 2.0 | $ | 10.8 | $ | (8.8 | ) | (81.5 | )% | |||||||
Miscellaneous expenses |
nm | 5.0 | (5.0 | ) | (100.0 | )% | ||||||||||
|
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|
|
|
|
|
|
|||||||||
Total other expenses |
$ | 2.0 | $ | 15.8 | $ | (13.8 | ) | (87.4 | )% | |||||||
|
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|
|
|
|
|
|||||||||
Total other income/(expense), net |
$ | 1.9 | $ | (13.5 | ) | $ | 15.4 | (114.1 | )% |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2021 |
2020 |
2021 vs. 2020 |
|||||||||||||
Income tax expense |
$ | 22.5 | $ | 21.6 | $ | 0.9 | 4.2 | % |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs 2019 |
|||||||||||||
Revenue |
||||||||||||||||
Mobile |
$ | 257.4 | $ | 184.7 | $ | 72.7 | 39.4 | % | ||||||||
Web |
100.9 | 88.9 | $ | 12.0 | 13.5 | % | ||||||||||
Total revenue |
$ | 358.3 | $ | 273.6 | $ | 84.7 | 31.0 | % |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs 2019 |
|||||||||||||
Revenue |
||||||||||||||||
US (1) |
$ | 309.2 | $ | 237.7 | $ | 71.5 | 30.1 | % | ||||||||
International |
49.1 | 35.9 | $ | 13.2 | 36.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
$ | 358.3 | $ | 273.6 | $ | 84.7 | 31.0 | % |
(1) | Revenue by geography is an estimate based on available information. When location data cannot be validated, the location is assumed to be in the United States. |
Year ended December 31, |
Change |
|||||||||||||||
(in millions, except ARPDAU and percentage) |
2020 |
2019 |
2020 vs 2019 |
|||||||||||||
Key performance indicator |
||||||||||||||||
Mobile penetration |
71.8 | % | 67.5 | % | 4.3pp | 6.4 | % | |||||||||
Average MAU |
2.9 | 2.8 | 0.1 | 3.6 | % | |||||||||||
Average DAU |
1.2 | 1.2 | 0 | 0.0 | % | |||||||||||
ARPDAU |
$ | 0.83 | $ | 0.64 | $ | 0.19 | 29.7 | % |
Year ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
2020 vs 2019 |
||||||||||||||
Average MPUs (in thousands) (1) |
156 | 146 | 10 | 6.8 | % | |||||||||||
Average monthly revenue per payer (2) |
$ | 191 | $ | 156 | $ | 35 | 22.5 | % | ||||||||
Payer conversion rate |
5.4 | % | 5.2 | % | 0.2 | pp | 3.8 | % |
(1) | We define Average MPUs as the average number of players who made a purchase at least once in a month during the applicable time period. However, as with our calculation of average MAU, an individual who plays two different games or from two different devices may, in certain circumstances be counted as multiple MPUs. We use third-party data and registration for our loyalty program to assist us in the limiting occurrences of multiple-counting. |
(2) | Average monthly revenue per payer is calculated by dividing the average monthly revenue for the period by the Average MPUs in that period. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
2020 |
2019 |
2020 vs. 2019 change |
||||||||||||||||||||||
Cost of revenue (1) |
||||||||||||||||||||||||||||
Platform |
$ | 107.0 | $ | 81.3 | $ | 25.7 | 31.6 | % | 29.9 | % | 29.7 | % | 0.2 | pp | ||||||||||||||
Data center |
1.9 | 1.8 | 0.1 | 5.6 | % | 0.5 | % | 0.7 | % | (0.2 | )pp | |||||||||||||||||
Royalty |
16.4 | 15.5 | 0.9 | 5.8 | % | 4.6 | % | 5.7 | % | (1.1 | )pp | |||||||||||||||||
Customer service |
1.0 | 1.0 | 0 | 0.0 | % | 0.2 | % | 0.4 | % | (0.2 | )pp | |||||||||||||||||
Total cost of revenue |
$ | 126.3 | $ | 99.6 | $ | 26.7 | 26.8 | % | 35.2 | % | 36.4 | % | (1.2 | )pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
2020 |
2019 |
2020 vs. 2019 change |
||||||||||||||||||||||
Sales and marketing (1) |
$ | 71.2 | $ | 35.8 | $ | 35.4 | 98.9 | % | 19.9 | % | 13.1 | % | 6.8 | pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
2020 |
2019 |
2020 vs. 2019 change |
||||||||||||||||||||||
Research and development (1) |
$ | 18.8 | $ | 19.3 | $ | (0.5 | ) | (2.6 | )% | 5.2 | % | 7.0 | % | (1.8 | )pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
Percentage of revenue |
||||||||||||||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
2020 |
2019 |
2020 vs. 2019 change |
||||||||||||||||||||||
General and administrative (1) |
$ | 21.7 | $ | 17.2 | $ | 4.5 | 26.2 | % | 6.1 | % | 6.3 | % | (0.2 | )pp |
(1) | Excluding depreciation and amortization. |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
|||||||||||||
Depreciation and amortization |
$ | 31.6 | $ | 33.4 | $ | (1.8 | ) | (5.4 | )% |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
|||||||||||||
Other income |
||||||||||||||||
Gain on foreign currency transaction |
$ | 2.3 | $ | 4.1 | $ | (1.8 | ) | (43.9 | )% | |||||||
Gain on foreign currency remeasurement of intercompany item |
(0.2 | ) | 3.2 | (3.4 | ) | (106.3 | )% | |||||||||
Interest income |
0.2 | 0.5 | (0.3 | ) | (60.0 | )% | ||||||||||
Miscellaneous income |
nm | 0.3 | (0.3 | ) | (100.0 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income |
$ | 2.3 | $ | 8.1 | $ | (5.8 | ) | (71.6 | )% | |||||||
Other expenses |
||||||||||||||||
Interest expense |
$ | 10.8 | $ | 26.6 | $ | (15.8 | ) | (59.4 | )% | |||||||
Miscellaneous expenses |
5.0 | nm | 5.0 | 100.0 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other expenses |
$ | 15.8 | $ | 26.6 | $ | (10.8 | ) | (40.6 | )% | |||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income/(expense), net |
$ | (13.5 | ) | $ | (18.5 | ) | $ | 5.0 | (27.0 | )% |
Year ended December 31, |
Change |
|||||||||||||||
($ in millions) |
2020 |
2019 |
2020 vs. 2019 |
|||||||||||||
Income tax expense |
$ | 21.6 | $ | 13.5 | $ | 8.1 | 60.0 | % |
B. |
Liquidity and Capital Resources |
Year ended December 31, |
||||||||||||
($ in millions) |
2021 |
2020 |
2019 |
|||||||||
Net cash flows provided by operating activities |
$ | 96.1 | $ | 99.9 | $ | 76.7 | ||||||
Net cash flows used in investing activities |
(1.8 | ) | (2.2 | ) | (0.2 | ) | ||||||
Net cash flows provided by / (used in) financing activities |
86.0 | (76.3 | ) | (61.8 | ) | |||||||
Net foreign exchange difference |
(1.4 | ) | (0.6 | ) | (3.2 | ) | ||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
178.9 | 20.8 | 11.5 | |||||||||
Cash and cash equivalents at the beginning of the period |
63.2 | 42.4 | 30.9 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at the end of the period |
$ | 242.1 | $ | 63.2 | $ | 42.4 |
C. |
Research and Development, Patents and Licenses, etc. |
D. |
Trend Information |
E. |
Critical Accounting Estimates |
Useful life |
||||
Purchased developed technology |
5 years | |||
Development costs |
3 years | |||
Software |
4 years | |||
Customer relationships |
4 years |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and Senior Management |
Name |
Age |
Position(s) with our Company | ||||
In Keuk Kim |
44 | Chief Executive Officer; Director | ||||
Joseph A. Sigrist |
61 | Chief Financial Officer; Director | ||||
Haenam Kim |
43 | Chief Marketing Officer; Director | ||||
Ki Chul Kim |
43 | Chief Data Officer; Director | ||||
Yanghoon Cho |
54 | Independent Director | ||||
Jaesung Chung |
63 | Independent Director |
Country of Principal Executive Offices: |
Republic of Korea | |
Foreign Private Issuer |
Yes | |
Disclosure Prohibited under Home Country Law |
No | |
Total Number of Directors and Board Observers |
6 |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
|||||||||||||||||
Part I: Gender Identity |
||||||||||||||||||||
Directors |
1 | 5 | — | — | ||||||||||||||||
Part II: Demographic Background |
||||||||||||||||||||
Underrepresented Individual in Home Country Jurisdiction |
— | |||||||||||||||||||
LGBTQ+ |
— | |||||||||||||||||||
Did Not Disclose Demographic Backgrounds |
— |
B. |
Compensation |
C. |
Board Practices |
• | appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; |
• | overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; |
• | reviewing and discussing with management and our registered public accounting firm our annual and quarterly financial statements and related disclosures; |
• | assisting our board of directors in overseeing our internal control over financial reporting and disclosure controls and procedures; |
• | reviewing the effectiveness of our risk management policies; |
• | reviewing legal, regulatory and compliance matters that could have a significant impact on our financial statements; |
• | meeting independently with our internal auditing staff, if any, our registered public accounting firm, and management; and |
• | reviewing and approving or ratifying related person transactions. |
D. |
Employees |
E. |
Share ownership |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders |
• | each of our directors and named executive officers; |
• | all of our directors and named executive officers as a group; and |
• | each person or entity (or group of affiliated persons or entities) known by us to be the beneficial owner of 5% or more of our common shares. |
Common shares beneficially owned as of December 31, 2021 (1) |
||||||||
Name of beneficial owner |
Shares |
Percent |
||||||
Directors and executive officers: |
||||||||
In Keuk Kim |
* | * | ||||||
Joseph A. Sigrist |
* | * | ||||||
Haenam Kim |
* | * | ||||||
Ki Chul Kim |
* | * | ||||||
Yanghoon Cho |
* | * | ||||||
Jaesung Chung |
* | * | ||||||
All directors and executive officers as a group (6 persons) |
* | * | ||||||
Principal shareholders: |
||||||||
DoubleU Games Co., Ltd. (2) |
1,661,191 | 67.1 | % | |||||
STIC Special Situation Diamond Limited (3) |
500,681 | 20.2 | % | |||||
Bryant R. Riley (4) |
205,388 | 8.3 | % |
* | Represents less than 1% of the number of common shares outstanding. |
(1) | Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. A person is deemed to be the beneficial owner of any common shares if that person has or shares voting power or investment power with respect to those shares or has the right to acquire beneficial ownership at any time within 60 days. |
(2) | The address for DoubleU Games is 16F, Gangnam Finance Center, 152, Teheran-ro Gangnam-gu, Seoul 06236, Korea. |
(3) | The address for STIC Special Situation Diamond Limited is 10F, MSA Building, 12, Teheran-ro 78-gil, Gangnam-gu, Seoul 06194, Korea. |
(4) | Based on information provided in a Schedule 13G/A that was filed with the Commission on February 11, 2022 by B. Riley Securities, Inc., BRF Investments, LLC, B. Riley Financial, Inc. and Bryant R. Riley. Bryant R. Riley may beneficially own 4,107,768 ADSs, which represent 205,388.4 common shares, of which (a) 271,256 ADSs, which represent 13,562.8 common shares, are held jointly by Bryant R. Riley and his spouse, (b) 20,000 ADSs, which represent 1,000 common shares, are held as sole trustee of the Robert Antin Children Irrevocable Trust Dtd. 1/1/01 (the “Robert Antin Children Trust”), (c) 322 ADSs, which represent 16.1 common shares, are held as sole custodian for the benefit of Abigail Riley, (d) 322 ADSs, which represent 16.1 common shares, are held as sole custodian for the benefit of Charlie Riley, (e) 322 ADSs, which represent 16.1 common shares, are held as sole custodian for the benefit of Eloise Riley, (f) 322 ADSs, which represent 16.1 common shares, are held as sole custodian for the benefit of Susan Riley, and (g) 3,815,224 ADSs, which represent 190,761.2 common shares, are held directly by B. Riley Securities, Inc. and BRF Investments, LLC, each of which is an indirect wholly owned subsidiary of B. Riley Financial, Inc. Bryant R. Riley is the Co-Chief Executive Officer of B. Riley Financial, Inc. The address for Bryant R. Riley is 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025, USA. |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
ITEM 8. |
FINANCIAL INFORMATION |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
ITEM 9. |
THE OFFER AND LISTING |
A. |
Offer and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
ITEM 10. |
ADDITIONAL INFORMATION |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
• | when issuing new shares to increase our capital through a public offering to the extent not exceeding 50% of our total number of issued and outstanding shares pursuant to Article 165-6 of the Financial Investment Services and Capital Markets Act of Korea (“FSCMA”); |
• | when preferentially allocating new shares to members of the Employees Share Ownership Association to the extent not exceeding 20% of our total number of issued and outstanding shares; |
• | when issuing new shares as a result of the exercise of stock options pursuant to Article 340 of the Commercial Act; |
• | when issuing new shares for the purpose of the foreign investment made under the Foreign Investment Promotion Act of Korea (as deemed necessary for the management purposes) to the extend not exceeding 20% of our total number of issued and outstanding shares; |
• | when issuing new shares to the extent not exceeding 20% of our total number of issued and outstanding shares to a new technology venture capitalist and new technology venture investment association pursuant to the Specialized Credit Finance Business Act of Korea and to an investment company for the establishment of small and medium enterprise and a small and medium enterprise establishment investment association pursuant to the Support for Small and Medium Enterprise Establishment Act of Korea; |
• | when allocating new shares to another company to the extent not exceeding 20% of our total number of issued and outstanding shares for a strategic partnership, such as through the introduction of high technology, business diversification, overseas expansion, and fundraising; |
• | when necessary to achieve our business objectives, such as an introduction of new technology, improvement of financial structure, new market development, and strategic partnership pursuant to a proviso of Article 418(2) of the Commercial Act to the extent not exceeding 50% of our total number of issued and outstanding shares; |
• | when issuing new shares to financial institutions or institutional investors, domestic and/or international, to the extent not exceeding 20% of our total number of issued and outstanding shares for managerial purposes including, without limitation, raising emergency funds; or |
• | when offering new shares to the public or having an underwriter subscribe for shares in such public offering in order to have our shares listed on a stock exchange. |
• | the issuance of convertible bonds through a general public offering; |
• | the issuance of convertible bonds to financial institutions or institutional investors, domestic or international, for the purpose of raising emergency funds; or |
• | the issuance of convertible bonds to another party for the introduction of technology, research and development, production and sales, and capital alliances which are important in our business operations. |
• | the issuance of bonds with warrants through a general public offering; |
• | the issuance of bonds with warrants to financial institutions or institutional investors, domestic or international, for the purpose of raising emergency funds; or |
• | the issuance of bonds with warrants to another party for the introduction of technology, research and development, production and sales, and capital alliances which are important in our business operations. |
• | as necessary; |
• | at the request of holders of an aggregate of three percent or more of our outstanding common shares; or |
• | at the request of our audit committee. |
• | amending our articles of incorporation; |
• | removing a director; |
• | effecting any dissolution, merger, or consolidation of us; |
• | transferring the whole or any significant part of our business; |
• | acquisition of all or a part of the business of any other company that may have a material impact on our business; or |
• | issuing any new shares at a price lower than their par value. Our shareholders may exercise their voting rights by proxy. Under our articles of incorporation, the person exercising the proxy does not have to be a shareholder. A person with a proxy must present a document evidencing its power of attorney in order to exercise voting rights. |
C. |
Material Contracts |
D. |
Exchange Controls |
• | if the Korean government deems it necessary on account of war, armed conflict, natural disaster, grave and sudden and significant changes in domestic or foreign economic circumstances, or similar events or circumstances, the Ministry of Economy and Finance may (i) temporarily suspend payment, receipt, or performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange), (ii) impose an obligation to deposit, safe-keep, or sell precious metal or any means of payment to The Bank of Korea, a foreign exchange equalization fund, or certain other governmental agencies or financial companies, or (iii) require resident creditors to collect and recover debts owed by non-resident debtors and to retrieve them to Korea; and |
• | if the Korean government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect its currency policies, exchange rate policies or other macroeconomic policies, the Ministry of Economy and Finance may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transaction with The Bank of Korea, a foreign exchange equalization fund, or certain other governmental agencies or financial companies. |
E. |
Taxation |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (i) the administration of which is subject to the primary supervision of a court within the United States and which has one or more U.S. persons who have the authority to control substantial decisions of the trust, or (ii) that has validly elected to be treated as a U.S. person under the Code. |
• | are tax exempt organizations, qualified retirement plans, individual retirement accounts, or other tax deferred accounts; |
• | are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; |
• | are brokers or dealers in securities or currencies or holders that are traders in securities that elect to apply a mark-to-market |
• | have a “functional currency” for U.S. federal income tax purposes that is not the U.S. dollar; |
• | own common shares or ADSs as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; |
• | acquire common shares or ADSs in connection with the exercise of employee stock options or otherwise as compensation for services; |
• | are partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such partnerships and entities); |
• | are required to accelerate the recognition of any item of gross income with respect to the common shares or ADSs as a result of such income being recognized on an applicable financial statement; |
• | own or will own (directly, indirectly, or constructively) 10% or more of our total combined voting power or value; |
• | hold the common shares or ADSs in connection with trade or business conducted outside of the United States or in connection with a permanent establishment or other fixed place of business outside of the United States; or |
• | are former U.S. citizens or former long-term residents of the United States. |
• | the excess distribution or gain will be allocated ratably over your holding period for the common shares or ADSs, |
• | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income, and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for you for such year and would be increased by an additional tax calculated as an interest charge on the resulting tax deemed deferred with respect to each such other taxable year at the rates generally applicable to underpayments of tax payable in those years. |
F. |
Dividends and Paying Agents |
G. |
Statement by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. |
Debt Securities |
B. |
Warrants and Rights |
C. |
Other Securities |
D. |
American Depositary Shares |
Service |
Fees | |
• Issuance of ADSs (e.g., an issuance of ADSs upon a deposit of common shares, upon a change in the ADS-to-common |
Up to $0.05 per ADS issued | |
• Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS-to-common |
Up to $0.05 per ADS cancelled | |
• Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) |
Up to $0.05 per ADS held | |
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs |
Up to $0.05 per ADS held | |
• Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) |
Up to $0.05 per ADS held | |
• ADS Services |
Up to $0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
• Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa |
Up to $0.05 per ADS (or fraction thereof) transferred | |
• Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa |
Up to $0.05 per ADS (or fraction thereof) converted |
• | taxes (including applicable interest and penalties) and other governmental charges; |
• | the registration fees as may from time to time be in effect for the registration of common shares on the share register and applicable to transfers of common shares to or from the name of the custodian, the depositary bank, or any nominees upon the making of deposits and withdrawals, respectively; |
• | certain cable, telex, and facsimile transmission and delivery expenses; |
• | the fees, expenses, spreads, taxes, and other charges of the depositary bank and/or service providers (which may be a division, branch, or affiliate of the depositary bank) in the conversion of foreign currency; |
• | the reasonable and customary out-of-pocket |
• | the fees, charges, costs, and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the ADR program. |
ITEM 13. |
DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Year ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Audit Fees (1) |
$ | 1,600 | $ | 2,162 | ||||
Audit-Related Fees (2) |
$ | 0 | $ | 0 | ||||
Tax Fees (3) |
$ | 110 | $ | 217 | ||||
Other Fees (4) |
$ | 0 | $ | 2 |
(1) | “Audit fees” means the aggregate fees incurred for professional services rendered by E&Y for the audit of our annual financial statements and in connection with the initial public offering of the ADSs. |
(2) | “Audit-related fees” means the aggregate fees for due diligence related to mergers and acquisitions and attest services that are not required by statute or regulation. |
(3) | “Tax fees” means the fees billed for tax compliance services, including the preparation of tax returns and tax consultations. |
(4) | “Other Fees” means the fees paid for access to a proprietary accounting research tool provided by E&Y. |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
• | NASDAQ Rule 5605(b)(1) requires that at least a majority of the Company’s board of directors shall be independent directors, and NASDAQ Rule 5605(b)(2) requires that independent directors regularly meet in executive session, where only independent directors are present. We currently have two independent directors, who meet regularly with other members of the board. We intend to appoint more independent directors over time, and they may choose to meet in executive session at their discretion. |
• | NASDAQ Rule 5620(c) sets out a quorum requirement of 33-1/3% applicable to meetings of shareholders. In accordance with Korean law and generally accepted business practices, our articles of incorporation provide for a 25% quorum requirement that are generally applicable to meetings of shareholders. |
• | NASDAQ Rule 5605(c)(2)(A) requires that the Company shall have an audit committee composed entirely of not less than three directors, each of whom must be independent. Under Korean law, a company may have a statutory auditor or an audit committee of three directors, two of whom must be independent. We currently have a committee of three directors, and two of the directors meet the requirements of Rule 10A-3 under the Exchange Act. See “Item 6A. Director and senior management—Audit committee.” |
• | NASDAQ Rule 5605(d) requires, among other things, that the Company’s compensation committee is comprised of at least two members, each of whom is an independent director as defined under such rule. There is no similar requirement under Korean law. Our board of directors will together participate in the strategic discussions and determination of directors and executive compensation and other compensation-related matters. |
• | NASDAQ Rule 5605(e) requires that the nomination and corporate governance committee be comprised solely of independent directors. We will not have a standalone nomination and corporate governance committee. Our board of directors together participates in the nomination process and oversees the corporate governance practices of the Company. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. |
FINANCIAL STATEMENTS |
We have elected to provide financial statements pursuant to Item 18 below. |
ITEM 18. |
FINANCIAL STATEMENTS |
The audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019 are found at the end of this annual report, beginning on page F-1. |
ITEM 19. |
EXHIBITS |
Exhibit |
Description | |
12.1 | Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith. | |
12.2 | Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith. | |
13.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, furnished herewith. | |
13.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith. | |
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) |
+ | Portions of this exhibit indicated by asterisks have been omitted because the Registrant has determined they are not material and would likely cause competitive harm if publicly disclosed. |
DOUBLEDOWN INTERACTIVE CO., LTD. | ||||
April 4, 2022 | By: | /s/ In Keuk Kim | ||
Name: | In Keuk Kim | |||
Title: | Chief Executive Officer |
F-2 |
||||
Consolidated Financial Statements as of and for the years ended December 31, 2021, 2020 and 2019 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
Years ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue |
$ | $ | $ |
|||||||||
Operating expenses: |
||||||||||||
Cost of revenue (1) |
||||||||||||
Sales and marketing (1) |
||||||||||||
Research and development (1) |
||||||||||||
General and administrative (1) |
||||||||||||
Depreciation and amortization |
||||||||||||
Total operating expenses |
||||||||||||
Operating income |
||||||||||||
Other income (expense): |
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
Interest income |
||||||||||||
Gain on foreign currency transactions |
||||||||||||
Gain (loss) on foreign currency remeasurement |
( |
) | ||||||||||
Other, net |
( |
) | ||||||||||
Total other income (expense), net |
( |
) | ( |
) | ||||||||
Income before income tax |
||||||||||||
Income tax expense |
( |
) | ( |
) | ( |
) | ||||||
Net income |
$ | $ | $ |
|||||||||
Other comprehensive income (expense): |
||||||||||||
Pension adjustments, net of tax |
( |
) | ( |
) | ( |
) | ||||||
Gain (loss) on foreign currency translation |
||||||||||||
Comprehensive income |
$ | $ | $ |
|||||||||
Earnings per share: |
||||||||||||
Basic |
$ | $ | $ |
|||||||||
Diluted |
$ | $ | $ |
|||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
||||||||||||
Diluted |
(1) | Excluding depreciation and amortization |
Years ended December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Prepaid expenses, and other assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Operating lease right-of-use |
||||||||
Intangible assets, net |
||||||||
Goodwill |
||||||||
Deferred tax asset |
||||||||
Other non-current assets |
||||||||
Total assets |
$ | $ | ||||||
Liabilities and Shareholders’ Equity |
||||||||
Short-term senior note |
$ | $ | ||||||
Accounts payable and accrued expenses |
||||||||
Short-term operating lease liabilities |
||||||||
Income taxes payable |
||||||||
Contract liabilities |
||||||||
Other current liabilities |
||||||||
Total current liabilities |
||||||||
Bonds |
||||||||
Long-term borrowings with related party |
||||||||
Long-term operating lease liabilities |
||||||||
Deferred tax liabilities, net |
||||||||
Other non-current liabilities |
||||||||
Total liabilities |
||||||||
Shareholders’ equity |
||||||||
Common Stock, KRW |
||||||||
Additional paid-in-capital |
||||||||
Accumulated other comprehensive income |
||||||||
Retained earnings |
||||||||
Total shareholders’ equity |
||||||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||
Common shares |
Common stock |
Additional paid- in- capital |
Accumulated other comprehensive income/(loss) |
Retained earnings (deficit) |
Total shareholders’ equity |
|||||||||||||||||||
As of January 1, 2019 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Net Income |
— |
— |
— |
— |
||||||||||||||||||||
Pension adjustments, net of tax |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||
Capital investment from parent |
— |
— |
— |
— |
||||||||||||||||||||
Gain(loss) on foreign currency translation, net of tax |
— |
— |
— |
— |
||||||||||||||||||||
As of December 31, 2019 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
Net Income |
— |
— |
— |
— |
||||||||||||||||||||
Pension adjustments, net of tax |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||
Capital investment from parent |
— |
— |
— |
— |
||||||||||||||||||||
Gain(loss) on foreign currency translation, net of tax |
— |
— |
— |
— |
||||||||||||||||||||
Exercise of warrants |
— |
— |
||||||||||||||||||||||
Conversion of convertible bonds |
— |
— |
||||||||||||||||||||||
As of December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
Net Income |
— |
— |
— |
— |
||||||||||||||||||||
Pension adjustments, net of tax |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||
Gain(loss) on foreign currency translation |
— |
— |
— |
— |
||||||||||||||||||||
Issuance of shares in IPO |
— |
— |
||||||||||||||||||||||
As of December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash flow from operating activities: |
||||||||||||
Net Income |
$ | $ | $ |
|||||||||
Adjustments to reconcile net income to net cash from operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Gain (Loss) on foreign currency remeasurement |
( |
) | ( |
) | ||||||||
Deferred taxes |
||||||||||||
Non-cash interest expense |
||||||||||||
Working capital adjustments: |
||||||||||||
Accounts receivable |
( |
) |
( |
) | ||||||||
Prepaid expenses, other current and non-current assets |
( |
) | ( |
) |
( |
) | ||||||
Accounts payable, accrued expenses and other payables |
( |
) | ( |
) | ||||||||
Contract liabilities |
( |
) | ( |
) | ||||||||
Income tax payable |
( |
) | ( |
) | ||||||||
Other current and non-current liabilities |
||||||||||||
Net cash flows provided by operating activities |
||||||||||||
Cash flow from (used in) investing activities: |
||||||||||||
Acquisition of Double8 Games Co., Ltd. |
( |
) |
||||||||||
Acquisition of financial assets (investments) |
( |
) | ||||||||||
Purchases of intangible assets |
( |
) | ( |
) |
||||||||
Purchases of property and equipment |
( |
) | ( |
) |
( |
) | ||||||
Disposals of property and equipment |
||||||||||||
Net cash flows from (used in) investing activities |
( |
) |
( |
) |
( |
) | ||||||
Cash flows from (used in) financing activities: |
||||||||||||
Proceeds from capital investment from parent |
||||||||||||
Proceeds received from short-term borrowings |
||||||||||||
Proceeds received from long-term borrowings with related parties |
||||||||||||
Repayments of long-term borrowings with related party |
( |
) |
||||||||||
Isssuance of new shares-IPO, net of IPO cost |
— | — |
||||||||||
Repayments of short-term senior note |
( |
) |
( |
) | ||||||||
Net cash flows used in financing activities |
( |
) |
( |
) | ||||||||
Net foreign exchange difference on cash and cash equivalents |
( |
) | ( |
) |
( |
) | ||||||
Net increase (decrease) in cash and cash equivalents |
||||||||||||
Cash and cash equivalents at beginning of period |
||||||||||||
Cash and cash equivalents at end of period |
$ |
$ | $ |
|||||||||
Supplemental disclosures of cash flow information |
||||||||||||
Noncash financing activity: |
||||||||||||
Conversion of |
||||||||||||
Conversion of Non-convertible bonds with warrants, net of tax |
||||||||||||
Cash paid during year for: |
||||||||||||
Interest |
$ | $ | $ |
|||||||||
Income taxes |
$ | $ | $ |
Revenue Concentration Year ended December 31, |
|||||||||||||
2021 |
2020 |
2019 |
|||||||||||
Apple |
|
% |
% | % | |||||||||
Facebook |
|
% |
% | % | |||||||||
Google |
|
% |
% | % |
Account Receivable Concentration as of December 31, | ||||||||
2021 |
2020 |
|||||||
Apple |
|
% |
|
% | ||||
Facebook |
|
% |
|
% | ||||
Google |
|
% |
|
% |
Level 1 – | Observable inputs for identical assets or liabilities, such as quoted prices in active markets; | |
Level 2 – | Inputs other than quoted prices in active markets that are either directly or indirectly observable; | |
Level 3 – | Unobservable inputs in which little or no market data exists, therefore they are developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Mobile |
$ | |
$ | |
|
$ |
| |||||
Web |
|
| ||||||||||
|
|
|
|
|
|
|
| |||||
Total revenue |
$ | $ | |
$ |
| |||||||
|
|
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
U.S. (1) |
$ | |
$ | |
|
$ |
| |||||
International |
|
| ||||||||||
|
|
|
|
|
|
|
| |||||
Total revenue |
$ | $ | |
$ |
| |||||||
|
|
|
|
|
|
|
|
(1) | Geographic location is presented as being derived from the U.S. when data is not available. |
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
Contract assets (1) |
$ |
$ | ||||||
Contract liabilities |
(1) | Contract assets are included within prepaid expenses and other assets in our consolidated balance sheet. |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Projected benefit obligation at beginning of year |
$ |
$ |
||||||
Service cost |
||||||||
Interest cost |
||||||||
Actuarial (gain)/loss |
||||||||
Benefits paid |
( |
) | ( |
) | ||||
Other |
( |
) | ||||||
Foreign currency translation adjustment |
( |
) | ||||||
Projected benefit obligation at end of year |
$ |
$ |
||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||||||||||||||
Asset Description |
Useful life |
Gross amount |
Accum. Amort |
Net Amount |
Gross amount |
Accum. Amort |
Net Amount |
|||||||||||||||||||||
Trademarks |
$ |
$ |
— |
$ |
$ |
$ |
— |
$ |
||||||||||||||||||||
Customer relationships |
( |
) |
( |
) |
||||||||||||||||||||||||
Purchased technology |
( |
) |
( |
) |
||||||||||||||||||||||||
Development costs |
( |
) |
( |
) |
||||||||||||||||||||||||
Software |
( |
) |
( |
) |
||||||||||||||||||||||||
Total |
$ |
$ |
( |
) |
$ |
$ |
$ |
( |
)$ |
|||||||||||||||||||
Year |
Expense |
|||
2022 |
$ |
|||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
3.5% Senior Note due 2020 |
$ |
— |
$ |
— |
||||
4.60% Senior Notes due to related party due 2024 |
||||||||
2.5% Convertible bonds due 2024, early redemption 2022 including accrued interest |
— |
— |
||||||
2.5% Non-Convertible bonds due 2024, early redemption 2022 including accrued interest, net of warrant discount |
— |
— |
||||||
Total debt |
||||||||
Less: Short-term debt |
— |
|||||||
Total Long-term debt |
$ |
$ |
||||||
Total |
2022 |
2023 |
2024 |
|||||||||||||
4.60% Senior Notes to related parties due 2024 |
$ | — | — | $ | ||||||||||||
Total |
$ | — | — | $ |
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
US |
$ | $ | |
$ |
||||||||
Korea |
( |
) | |
( |
) | |||||||
|
|
|
|
|
|
|
||||||
Total Income before income taxes |
$ | $ | |
$ |
||||||||
|
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Current: |
|
|
|
| ||||||||
US |
$ | $ | |
$ |
||||||||
Korea |
|
|||||||||||
|
|
|
|
|
|
|
||||||
Total Current Taxes: |
$ | $ | |
$ |
||||||||
|
|
|
|
|
|
|
||||||
Deferred: |
|
|||||||||||
US |
$ | $ | |
$ |
||||||||
Korea |
( |
) | ( |
) | |
( |
) | |||||
|
|
|
|
|
|
|
||||||
Total Deferred Taxes |
$ | $ | |
$ |
||||||||
|
|
|
|
|
|
|
||||||
Total Income Tax Expense |
$ | $ | |
$ |
||||||||
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Statutory Tax Rate |
% | % | |
% | ||||||||
Foreign Jurisdiction Rate Differential |
% | % | |
% | ||||||||
Non-deductible interest |
% | % | |
% | ||||||||
Withholding Taxes |
% | % | |
% | ||||||||
Tax Credits |
( |
) % |
( |
) % |
|
( |
) % | |||||
Valuation Allowance |
% | % | |
% | ||||||||
Other |
( |
) % |
( |
) % |
|
( |
) % | |||||
|
|
|
|
|
|
|
||||||
Total Tax Rate |
% | % | |
% | ||||||||
|
|
|
|
|
|
|
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred Income Tax Assets: |
||||||||
Net Operating Loss Carryforward |
$ | $ | ||||||
Tax Credit Carryforward |
||||||||
Accruals and Reserves |
||||||||
Intangibles |
||||||||
Lease Liability |
||||||||
|
|
|
|
|||||
Deferred Tax Assets |
$ | $ | ||||||
Less: Valuation Allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net Deferred Tax Assets |
||||||||
|
|
|
|
|||||
Deferred Tax Liabilities |
||||||||
Goodwill |
$ | ( |
) | $ | ( |
) | ||
Accrued Interest |
— | — | ||||||
Right -of-use-assets |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred Tax Liabilities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Net deferred Tax Liabilities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Numerator: |
||||||||||||
Net income applicable to common shareholders — basic |
$ | $ | |
$ |
||||||||
Dilutive effect of assumed conversion of convertible debt |
|
|||||||||||
Net income applicable to common shareholders — diluted |
$ | $ | |
$ |
||||||||
Denominator: |
|
|||||||||||
Weighted average shares outstanding — basic |
|
|||||||||||
Dilutive effect of assumed conversion of convertible debt |
|
|||||||||||
Dilutive effect of assumed conversion of warrants |
|
|||||||||||
Weighted average shares outstanding — diluted |
|
|||||||||||
Basic net income per share |
$ | $ | |
$ |
||||||||
Diluted net income per share |
$ | $ | |
$ |
Currency Translation Adjustments |
Defined Benefit Pension Plan |
Total |
||||||||||
Balance at January 1, 2019 |
$ | $ | ( |
) | $ | |||||||
Foreign currency translation gain/(loss) |
— | |||||||||||
Actuarial gain/(loss), net of tax |
— | ( |
) | ( |
) | |||||||
Balance at December 31, 2019 |
$ | $ | ( |
) | $ | |||||||
Foreign currency translation gain/(loss) |
— | |||||||||||
Actuarial gain/(loss), net of tax |
— | ( |
) | ( |
) | |||||||
Balance as of December 31, 2020 |
$ | $ | ( |
) | $ | |||||||
Foreign currency translation gain/(loss) |
— | |||||||||||
Actuarial gain/(loss), net of tax |
— | ( |
) | ( |
) | |||||||
Balance as of December 31, 2021 |
$ | ( |
) |
December 31, 2021 |
December 31, 2020 |
|||||||
Operating lease right-of-use |
$ | $ | ||||||
Accrued rent |
||||||||
Total operating lease right-of-use |
$ | $ | ||||||
Short-term operating lease liabilities |
||||||||
Long-term operating lease liabilities |
||||||||
Total operating lease liabilities |
$ | $ | ||||||
Cash paid for amounts included in the measurement of operating lease liabilities |
$ | $ | ||||||
As of December 31, 2021 |
Seattle Lease |
Seoul Lease (Related Party) |
||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
Thereafter |
||||||||
Less: Imputed Interest |
( |
) | ( |
) | ||||
Total |
$ | $ | ||||||
Years ended December 31, |
Statement of Income and Comprehensive Income Line Item | |||||||||||||
2021 |
2020 |
2019 |
||||||||||||
Royalty expense (see Note 11) |
$ | |
$ |
|
$ |
|
|
Cost of revenue | ||||||
Interest expense (see Note 4) |
|
|
|
|
Interest expense | |||||||||
Rent expense (see Note 10) |
|
|
|
|
General and administrative expense | |||||||||
Other expense |
|
|
|
|
General and administrative expense |
Years ended December 31, |
Statement of Consolidated Balance Sheet Line Item | |||||||||
2021 |
2020 |
|||||||||
4.6% Senior Notes with related party |
$ | $ | |
Long-Term borrowing with related party | ||||||
Royalties and other expenses |
|
A/P and accrued expenses | ||||||||
Short-term lease liability |
|
Short-term operating lease liabilities | ||||||||
Accrued interest on 4.6% Senior Notes with related party |
|
Other non-current labilities | ||||||||
Long-term lease liability |
|
Long-term lease liabilities |
Exhibit 4.16
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT, IF PUBLICLY DISCLOSED.
MOBILE GAME DISTRIBUTION AND SERVICING AGREEMENT
Between
DoubleU Games Co., Ltd.
And
DoubleDown Interactive LLC.
Dated: November 1st, 2021
MOBILE GAME DISTRIBUTION AND SERVICING AGREEMENT
THIS MOBILE GAME DISTRIBUTION AND SERVICING AGREEMENT (this Agreement), is made and entered into on, November 1st, 2021 (the Effective Date is June 1st, 2021) by and between
DoubleU Games Co., Ltd., a corporation duly incorporated and validly existing under the laws of Korea and having its principal place of business at 16F, Gangnam Finance Center (Yeoksam dong), 152, Teheran-ro, Gangnam-gu, Seoul, Korea, (the Licensor);
DoubleDown Interactive LLC, a corporation duly organized and validly existing under the laws of State of Washington and having its principal place of business at 605 Fifth Avenue South, Suite 300, Seattle, Washington 98104 (the Partner).
The Licensor, and the Partner shall be referred to individually as a Party and collectively as the Parties.
RECITALS:
WHEREAS, the Licensor is the owner of or has a license to an online MOBILE game, titled Undead World: Hero Survival (the Game);
WHEREAS, the Licensor desires to attract end users to the Game by granting the Partner an exclusive license; (i) to distribute and market the Game in the Territory (as defined below in Article 1) and (ii) to provide certain Services (as defined below in Article 1) to end users located in the Territory; and
WHEREAS, the Partner desires to enter into an exclusive license agreement with the Licensor pursuant to which the Partner will distribute and market the Game in the Territory.
2
NOW, THEREFORE, in consideration of the mutual covenants and other terms and conditions contained herein, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:
Article 1.
Definitions
For the purpose of this Agreement, the terms set forth in this Article 1, regardless of whether singular or plural form is used, shall have the following meanings:
1.1 | Confidential Information shall mean all information (regardless of its form, manifestation or how it is known to the Receiving Party) concerning the Disclosing Party and, including without limitation, all of the data provided, in any form, regarding the technologies, business, financial affairs and operation of the Disclosing Party. |
1.2 | Disclosing Party shall mean the party which is disclosing its own Confidential Information to a Receiving Party. |
1.3 | Illegal Use shall have the meaning set forth in Article 4.2. |
1.4 | Gross Sales Revenue shall mean the gross sales revenue received by the Partner from any and all amount of fees actually paid by end users to Partner for purchasing access to the Game and for obtaining any in-game commodity (including, but not limited to, items, characters, skills) appearing in or used for playing the Game, and any other revenue received by the Partner by exploiting the Game, the method of calculation of which shall be separately determined by the Parties. |
1.5 | Net Sales Revenue shall mean the amount calculated by deducting any refunds, related taxes, hosting fees, and commission paid to service provider of application distribution platform (including, but not limited to, Apple App Store or Google Play Store) and/or social platform (including, but not limited to, Facebook) from Gross Sales Revenue. |
1.6 | Receiving Party shall mean the party which is receiving the Confidential Information from the Disclosing Party. |
1.7 | Royalty shall mean the royalty the Partner is obliged to pay to the Licensor under Article 5 of this Agreement. |
3
1.8 | Royalty Tax shall mean the taxes levied by the government on Royalty. |
1.9 | Commercial Service shall mean the game service provided after commencement of billing to end users in digital application distribution platform including, but not limited to, Apple App Store and Google Play Store. |
1.10 | Services shall mean services related to the server administration and management of the Game, technical support assistance to end users, billing to end users, marketing of the Game and any other activities as stipulated in, and contemplated under, this Agreement. |
1.11 | Mobile Application shall mean the mobile application downloaded through the digital application distribution platform for device installation to enable end users to access and play the Game. |
1.12 | Trademarks shall mean the DOUBLEU and Undead World: Hero Survival trademarks and any other trademarks, trade names, identifying marks or characteristics or other equivalent used by the Licensor and/or the Game or associated manuals, promotional or sales brochures or other materials, whether registered or unregistered. |
1.13 | Quarterly Report shall have the meaning set forth in Article 5.1.3. |
1.14 | Game Database shall mean end user data relating to the game-play information, including, without limitation, user level, player card information, item inventory and such other data and information collected in connection with the Game. |
1.15 | Territory shall mean the geographical territory throughout the entire world. |
1.16 | Hacking shall mean any intentional attempts or acts of third parties to gain access to the Game illegally or without authorization of the Partner. Hacking may cause abnormal situations within the Gam e, including but not limited to, abnormal creation of certain items, abnormal enhanced player ability level and abnormal modification of various attributes of the Game. |
4
Article 2.
Grant of License
2.1 | The Licensor hereby grants a limited, exclusive license to the Partner, and the Partner hereby accepts right from the Licensor, under the terms and conditions set forth in this Agreement within the Territory: |
(a) | to maintain and operate the Game and the Services; and |
(b) | to market and distribute the Game to end users. |
2.2 | The Partner acknowledges and agrees that it has no rights or claims of any type to the Game except such rights as created by this Agreement, and the Partner irrevocably waives and releases any claim to title and ownership rights (including and copyright ownership) in the Game. |
2.3 | Unless expressly approved in writing by the Licensor in advance, the Partner shall have no right to sublicense the rights granted under this Agreement to the 3rd party. |
Article 3.
Promotional Materials
For the purpose of advertising the Game in the Territory, the Partner may request the Licensor, and Licensor shall provide, subject to their availability at the time of such request, the Partner with advertising and promotional materials that have been generally used by the Licensor.
Article 4.
Technical Assistance
4.1 | The Licensor shall provide reasonable technical assistance to the Partner. |
4.2 | The Partner shall immediately report to the Licensor, with reasonable detail, any occurrences (or attempt thereof) of cracking, macro program editing, Hacking and other illegal or unauthenticated usage or modification of the Game or related server programs (Illegal Use) within 24 hours from such occurrence (or attempt thereof). The Licensor shall send a brief supporting schedule to the Partner upon receipt of the report from the Partner. |
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Article 5.
Royalty
5.1 | Royalty. |
In consideration of the license granted under this Agreement, the Partner shall pay to the Licensor an amount equal to [***] of the Net Sales Revenue on a quarterly basis (the Royalty) pursuant to Article 5.
5.1.1 | The Partner shall not pay the Royalty unless the quarterly Gross Sales Revenue exceeds [***] (the Royalty Threshold) in such quarter, provided that Royalty Threshold may be changed by mutual agreement depending on the marketing strategy of the Game. |
5.1.2 | The Partner shall provide a quarterly Gross Sales Revenue report to the Licensor within 15 business days after the end of each quarter. |
5.1.3 | Each Royalty payment shall be accompanied by a fully detailed revenue and royalty report, checked and confirmed by the Partner (the Quarterly Report). |
5.1.4 | The Quarterly Report shall be based on the application distribution platforms calculation. |
5.1.5 | The Royalty shall be computed every quarter as of the last date of each quarter and shall be due and payable by the last day of the next calendar month following the quarter in which the Royalty is computed (e.g., Q2 Royalty must be paid by the 31st day of July). |
(a) | Quarterly Report written by Partner shall be delivered to Licensor within thirty (30) business days after the last day of each quarter. |
(b) | Upon receiving the Quarterly report from the Partner, Licensor will provide invoice of applicable quarter within twenty (20) business days. |
(c) | Partner shall complete the payment by the end of the next month after invoice issuance. |
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(d) | All amounts in the Quarterly Report shall be stated in US Dollars. |
5.2 | Telegraphic Transfer Remittance. |
All payments to the Licensor made hereunder shall be made in US Dollars by means of official telegraphic transfer remittance to the following bank account:
[***]
5.3 | Wire Transfer Fees. |
All costs and expenditures arising from the payment (excluding the withholding taxes, if any), including without limitation the telegraphic fee from the Partner bank, shall be borne by the Partner.
5.4 | Default of Payment. |
In the event any payment is delayed by Partner under this Agreement as the result of the Partner, the Partner shall pay a default interest at a rate of [***] per annum for any outstanding amounts.
5.5 | Taxes. |
5.5.1 | The Licensor agrees and acknowledges that the Partner is obliged to pay the Royalty Tax to the applicable taxing authority and the Partner shall withhold the relevant amount of the Royalty Tax for the quarterly royalties, thereby reducing the net amount of quarterly royalty. Upon the Partners withholding of the Royalty Tax, the Partner shall be solely responsible for the payments of the Royalty Tax to the applicable taxing |
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authority, and the Partner shall pay such withheld Royalty Tax to the applicable taxing authority of the Licensor on behalf of the Licensor in a timely manner, and shall provide the Licensor with the proper evidence of such payment of the Royalty Tax. |
5.5.2 | All customs duties, taxes and any similar charges, which may be imposed on the Licensor by the Licensors government with respect to this Agreement, shall be borne by the Licensor. All customs duties, taxes and similar charges that may be imposed on the Partner by the Partners government as a result of entering into or in connection with this Agreement shall be borne by the Partner. |
Article 6.
Report & Auditing
6.1 | The Partner, upon the Licensors request, shall use commercially reasonable efforts to provide the Licensor with all relevant information on the development of its business in relation to the Game during the term of this Agreement. |
6.2 | The Partner shall keep all of its record, contractual and accounting documents and company documents in relation to its business and activities under this Agreement during the term of this Agreement. |
Article 7
Marketing
7.1 | The Partner shall use commercially reasonable efforts to advertise, promote and perform marketing activities on the Game in the Territory. |
7.2 | The Licensor shall provide the Partner with relevant marketing and promotional materials for the Game which have been or will be produced and used by the Licensor during the term of this Agreement. |
7.3 | The copyright (including right of production of derivative works and compilation works) on all the marketing and advertising materials provided to the Partner by the Licensor in order for the promotion of the Game shall be owned by the Licensor. The Partner shall have the right to use such marketing and advertising materials while this Agreement shall remain in effect. |
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Article 8.
Partners Obligations and Representations
8.1 | Proper Protection for Intellectual Property and Stable Game Service. The Partner shall use reasonable efforts to keep its service systems free from any attempt at piracy, cheating or Hacking. The Partner shall make efforts to abide by the Licensors recommendations to ensure adequate protection of the intellectual property rights of the Game. |
8.2 | Licenses. The Partner shall obtain and maintain all licenses, approvals, and permits necessary for the Partner to fully perform its obligations under this Agreement. |
8.3 | Third Party Infringement. The Partner shall notify the Licensor promptly if it becomes aware of any actual or alleged infringement of any of the Licensors intellectual property rights. The Licensor may, in its sole discretion, take or not take whatever action it believes is appropriate in connection with any such infringement. If the Licensor elects to take any such action, the Partner agrees to reasonably cooperate in connection therewith. |
Article 9.
The Licensors Rights and Obligations
9.1 | Technical Services. |
(a) | The Licensor shall not be responsible for any damage or losses, economic or otherwise, caused by pirated client or server programs, cheating or macro programs. |
(b) | The Licensor shall assist the Partner to complete the installation of the game server and its pertaining software programs for the Game. |
(c) | The Licensor shall have the obligation to support the Partner for the Partner to be able to stably operate the Game in the Territory. |
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9.2 | Ownership. |
(a) | The Partner hereby acknowledges that all right, title and interest in and to the Game, including, without limitation, all intellectual property rights in and to the Game and on-line reporting system shall at all times belong to the Licensor. Except as expressly licensed to the Partner under this Agreement, the Licensor retains all the right, title and interest in and to the Game, and to any modification, correction, addition, extension, upgrade, improvement, adaptation or abridgment to the Game created by the Licensor. |
(b) | The Partner hereby acknowledges and agrees that the Game Database shall be jointly owned by the Licensor and the Partner. |
9.3 | Reservation of Right. The Licensor hereby reserves all rights not expressly granted to the Partner in this Agreement. The Partner acknowledges that the Licensor claims and reserves all rights and benefits afforded under all applicable laws in the Game. Any copying, modification, or distribution of such copyrighted works not expressly authorized by this Agreement is strictly prohibited. |
9.4 | Exclusiveness. The rights granted to the Partner by the Licensor under this Agreement are exclusive in the Territory and terminable subject to the terms and conditions hereunder. |
Article 10.
Term
10.1 | Term. This Agreement shall become effective on the Effective Date, and shall continue in full force for twelve (12) months after the starting date of the Commercial Service (Initial Term), unless earlier terminated. Unless one Party gives the other Party written notice not to renew this Agreement at least thirty (30) days prior to the last day of the Initial Term and extended term, the Agreement shall be automatically extended one (1) year. |
10.2 | Phase-Out Period. If this Agreement is terminated, the Parties shall determine by mutual agreement whether there shall be a phase out period (the Phase-Out Period) and the length of such Phase-Out Period, provided that such period shall not exceed three (3) months. During the Phase-Out Period, the Partner shall (i) continue to make the Game available to end users and (ii) terminate its marketing and sales activities relating to the Game. |
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Article 11.
Termination
11.1 | Termination. This Agreement shall be terminated automatically forthwith upon the sending of notice in writing upon the occurrence of one or more of the following events: |
(a) | if the other Party commits a material breach of any of its obligations under this Agreement and such material breach is not be remedied within sixty (60) calendar days from the giving of written notice requiring said breach to be remedied; |
(b) | by either Party hereto, if the other party or its creditors or any other eligible party makes a filing for liquidation, bankruptcy, reorganization, compulsory composition, or dissolution; |
(c) | by either Party hereto, if the other Party is or becomes incapable for a period of ninety (90) days of performing any of its said obligations under this Agreement because of any force majeure described in Article 12. |
11.2 | Immediate Termination without notice. This Agreement shall be terminated automatically and immediately without any notice upon the occurrence of any of the following: |
(a) | Any disclosure of the Game to a third party or modification thereof by the Partner in violation of this Agreement; |
(b) | A failure or delay of the Partner either to report the Royalty payment due or to pay the Royalty to the Licensor on at least three (3) separate occasions. |
11.3 | Consequences of Termination. |
(a) | Upon expiration or termination of this Agreement, the Parties shall have no further rights or obligations under this Agreement, except that the rights and obligations of the Parties that have accrued shall not be affected thereby. |
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(b) | Upon the end of the Phase-Out Period after the termination of this Agreement for any reason, (i) all of the rights and licenses granted under this Agreement shall terminate and the Partner shall immediately cease any use of the Game, the Documentations, the Mobile Application, and the Trademarks, and (ii) the Partner shall terminate the Service. In addition, upon expiration or termination of this Agreement, the Partner agrees that it will use commercially reasonable efforts to assist that the Licensor or an entity designated by the Licensors succeeds the Service. |
Article 12.
Force Majeure
Notwithstanding anything in this Agreement to the contrary, no default, delay or failure to perform on the part of either Party shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due entirely to causes beyond the reasonable control of the Party charged with such default, delay or failure, including, without limitation, causes such as strikes, lockouts or other labor disputes, electrical power outages or shortages, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquake, acts of God or the public enemy.
Article 13.
Warranties and Limitation of Liability
13.1 | The Licensor hereby represents and warrants that the Licensor has the right to grant the license set forth in Article 2 to the Partner. The Licensor further represents and warrants that the Game will operate in material compliance with any documentation or specifications provided by Licensor. |
13.2 | The Licensor does not warrant (i) that the operation of the Game will be error free in all circumstances, or (ii) that any defects in the Game will be corrected. |
13.3 | In no event shall either party be liable to the other party for consequential, indirect or special damages arising from any claim or action hereunder, based on contract, tort, and other legal theory. In no event shall either party be liable to the other party for damages for any cause whatsoever in an amount in excess of the amounts paid to Licensor as Royalty or the Quarterly payment within the previous twelve (12) months under this Agreement. |
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Article 14.
Use of Trademarks
14.1 | The Licensor hereby grants to the Partner, upon the terms and conditions hereinafter specified, an exclusive, non-assignable license to use the Trademarks during the term of this Agreement in connection with servicing, use, promotion, distribution and marketing of the Game. |
14.2 | The Partner may use the Trademarks on the Partners letter headings, invoices and all advertising and promotional material for the Service in such form and in such manner as shall have been approved by the Licensor. |
14.3 | The Partner shall not make any claim to the Trademarks or attempt to register any similar trademarks, trade names or service marks nor shall it permit, aid or abet others in doing so. |
Article 15.
Intellectual property rights Infringement
15.1 | In the event that Partner becomes aware of a claim that the Game, in whole or in part, infringes any third party intellectual property rights and/or a third party makes a claim against the Partner for alleged infringement of such intellectual property rights (in each case, a Claim), the Partner shall immediately by either e-mail or fax inform the Licensor thereof, and the Partner shall provide its cooperation and assistance to the Licensor in handling of the claim. Licensor shall defend, indemnify and hold Partner harmless from any such Claim. |
15.2 | The Licensor shall have no obligation to indemnify the Partner for any claim of infringement to the extent that any such claim arises out of (i) use by the Partner or any third party of the Game in an application or environment for which the Game was not designed or contemplated; or (ii) modification by the Partner or any third party of the Game which modification is not authorized by the Licensor. The Partner shall indemnify and hold harmless the Licensor from any damages occurred as a result of the Partners infringement of any of the intellectual property rights of the Licensor. |
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Article 16.
Confidentiality
16.1 The Partner agrees that it shall not, without the prior written consent of the Licensor, disclose any Confidential Information to any third party, use or permit any Confidential Information to be used by any third party, except to the extent required by applicable law. The Partner shall implement reasonable procedures to prohibit the unauthorized disclosure or misuse of any of Licensors Confidential Information.
16.2 The Licensor shall not, without the prior written consent of the Partner, disclose any of the Partners Confidential Information to any third party that is transmitted by the Partner to the Licensor. The Licensor shall implement reasonable procedures to prohibit the unauthorized disclosure or misuse of any of Partners Confidential Information.
Article 17.
Indemnification
The Partner shall compensate for the damages (excluding attorneys fees) incurred by the Licensor due to the Partners breach of this Agreement; provided, however, that the Partners liability shall not exceed the amount paid to the Licensor for the previous twelve (12) months.
Article 18.
Miscellaneous Provisions
18.1 | Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes and replaces any and all prior or contemporaneous, oral or written, representations, communications, understandings and agreements between the Parties with respect to the subject matter hereof. |
18.2 | Modifications. This Agreement shall not be modified, amended, cancelled or altered in any way, and may not be modified by custom, usage of trade or course of dealing, except by an instrument in writing signed by all of the Parties. |
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18.3 | Waiver. The performance of any obligation required of a Party hereunder may be waived only by a written waiver signed by the other Party, and such waiver shall be effective only with respect to the specific obligation described. |
18.4 | Severability. If any provision hereof is found invalid, illegal or unenforceable pursuant to any executive, legislative, judicial or other decree or decision, the remainder of this Agreement shall remain valid, legal and enforceable according to its terms, and such invalid, illegal or unenforceable provision shall be replaced with a provision that approximates the substance and spirit of the invalid, illegal or unenforceable provision as closely as possible without being invalid, illegal or unenforceable. |
18.5 | Governing Law. This Agreement and all disputes arising out of or in connection with this Agreement shall be governed by, interpreted under, and construed and enforceable in accordance with, the law of Korea. |
18.6 | Jurisdiction. If any dispute shall arise in connection with this Agreement, any Party may initiate the dispute resolution procedures set forth in this Section by giving the other Party written notice of such dispute (Dispute Notice). Following issuance of a Dispute Notice, the Parties shall endeavor to resolve the dispute through negotiations conducted in good faith. All negotiations that take place in connection with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. If the dispute cannot be resolved through good faith negotiations within thirty (30) days from the date upon which the Dispute Notice was issued, then any Party may request mediation in accordance with the Seoul Central District Courts Mediation Procedure by sending a written notice to the other Party and to the Seoul Central District Court. |
18.7 | Assignment. Neither Party shall have the right, power or authority to assign this Agreement or any of its rights and obligations hereunder to any third party, and this Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of the other Party. Any such assignment without the other Partys prior written consent shall be null and void. |
18.8 | Notices. Each Party shall be notify the other Party about any changes to their registered office address when their office address is changed during this Agreement. All notices, demands, requests, consents or other communications hereunder shall be in writing and shall be given by a pre-paid registered post mail or e-mail to the Parties. |
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
DoubleU Games Co., Ltd. | ||
By: | /s/ Jay Choi | |
Name: | Jay Choi | |
Title: | CFO | |
DoubleDown Interactive LLC | ||
By: | /s/ In Keuk Kim | |
Name: | In Keuk Kim | |
Title: | CEO |
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Exhibit 12.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a)
I, In Keuk Kim, certify that:
1. | I have reviewed this annual report on Form 20F of DoubleDown Interactive Co., Ltd.; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
April 4, 2022 | /s/ In Keuk Kim | |||||
In Keuk Kim | ||||||
Chief Executive Officer |
Exhibit 12.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a)
I, Joseph A. Sigrist, certify that:
1. | I have reviewed this annual report on Form 20F of DoubleDown Interactive Co., Ltd.; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
April 4, 2022 | /s/ Joseph A. Sigrist | |||||
Joseph A. Sigrist | ||||||
Chief Financial Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350
In connection with the filing of the Annual Report on Form 20-F for the year ended December 31, 2021 (the Report) by DoubleDown Interactive Co., Ltd. (the Company), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, to his knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
April 4, 2022 | /s/ In Keuk Kim | |||||
In Keuk Kim | ||||||
Chief Executive Officer |
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350
In connection with the filing of the Annual Report on Form 20-F for the year ended December 31, 2021 (the Report) by DoubleDown Interactive Co., Ltd. (the Company), the undersigned, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, to his knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
April 4, 2022 | /s/ Joseph A. Sigrist | |||||
Joseph A. Sigrist | ||||||
Chief Financial Officer |