20-F 1 opra20211231_20f.htm FORM 20-F opra20211231_20f.htm
0001737450 Opera Ltd false --12-31 FY 2021 127.1 2 120.3 118.2 70 80 7.5 50.0 49.8 10.7 9.5 9.0 8.8 2.2 1.2 5.0 1.7 3.0 1.1 0.2 39.3 25 25 25 8.07 10.49 3.02 3.00 3.5 0.0001 6 5 10 6 15 5 5 Straight-line Straight-line 3.1 1.6 0.9 1.1 421.6 8.8 70.6 264.9 151.4 26.0 0.2 0.3 0.9 26.6 6.2 120.3 118.2 127.1 2 1.3 50.0 29.6 44.4 0.2 4.0 1.8 555 59.5 25.1 84.6 49.0 6.5 83.5 28.5 350 55.0 21.0 30.0 0.9 0.9 2.1 10.5 6.6 3.9 7.5 7.5 2.7 1.1 7.5 7.6 5.3 11.4 70 0 0.5 40 83 50 3.0 127.1 2 120.3 83.5 28.4 83.5 Based on a defined peer group of companies considered comparable to the Group. "Other changes" includes the effect of reclassification of the non-current portion of liabilities to current due to the passage of time and the effect of accrued but not yet paid interest on interest-bearing loans and borrowings, including lease liabilities. Currency effect on income tax (expense) benefit due to corporate income tax filing in NOK for Norwegian entities with USD as functional currency. For the Browser and News segment, Credit loss expense in the segment reporting is consistent with Other credit loss expense in the Statement of Operations, while for the Fintech segment, Credit loss expense is consistent with Other changes in fair value of loans to customers in the Statement of Operations. Specified value is 4 years (modeled on yearly basis). Until mid-2021, Opera had an ownership interest of 13.1% in OPay and the investment in ordinary shares was accounted for in accordance with the equity method. Subsequently the investment in ordinary shares was measured at fair value through profit or loss, consistent with the accounting for the preferred shares. Certain personnel and other operating expenses are included as part of "other cost of revenue" in the measure of segment profit. Accordingly, the amounts for personnel and other operating expenses in this reconciliation are not consistent with the equivalent amounts in the Statement of Operations. The Group has one lease agreement classified as Equipment, which expires in 2022. The receivable due from OPay is the consideration for the sale of Blue Ridge Microfinance Bank. See Note 26 additional information. In 2021, Opera held investments in preferred and ordinary shares in OPay, preferred shares in Star X, and ordinary shares in Fjord Bank, all of which are unlisted and measured at fair value through profit or loss. In the Statement of Financial Position as of year-end 2021, the carrying amount of the shares in OPay and Star X were presented as part of assets held for sale, while the investment in Fjord Bank was presented as part of non-current financial assets. In 2020, OPay and Star X were classified as associates and the carrying amounts of the investments were presented as part of investments in associates and joint ventures. Changes in the fair value of unlisted equity investment are presented as fair value gain on investments in the Statement of Operations. See Note 12 for more information. Additions to and remeasurements of the right-of-use assets during the 2020 financial year were US$1.1 million. Non-current receivables are presented as part of non-current financial assets in the Statement of Financial Position. Amount in 2020 includes US$3.5 million related to actions taken following a short seller report. Includes accruals for social security costs related to share-based remuneration. Represents capitalized development expenditure net of grants received from the Norwegian government. Each ADS in Opera Limited (Nasdaq: OPRA) represents two underlying shares. 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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

(Mark One)

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2021.

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

For the transition period from _____ to _____.

 

Commission file number: 001-38588

Opera Limited
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrants name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)

Vitaminveien 4, 0485 Oslo, Norway
(Address of principal executive offices)

Mr. Yahui Zhou, Chief Executive Officer
c/o Aaron McParlan, General Counsel

Vitaminveien 4, 0485 Oslo, Norway

Tel: +47 2369-2400

E-mail: legal@opera.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

American Depositary Shares, each representing

two ordinary shares, par value US$0.0001 per share

OPRA

The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)

 

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

230,291,732 ordinary shares, par value US$0.0001 per share, as of December 31, 2021

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes ☐         No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐          No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒          No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒          No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐     Accelerated filer ☒     Non-accelerated filer ☐     Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. 

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐     International Financial Reporting Standards as issued by the International Accounting Standards Board ☒     Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. 

Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes          No ☒

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐          No ☐

 

 

 

TABLE OF CONTENTS

 

   

Page

Conventions That Apply to This Annual Report on Form 20-F 

1

Forward-looking Statements 

2

PART I

  3
 

Item 1. Identity of Directors, Senior Management and Advisers

3
 

Item 2. Offer Statistics and Expected Timetable

3
 

Item 3. Key Information

3
 

Item 4. Information on the Company

31
 

Item 4A. Unresolved Staff Comments

43
 

Item 5. Operating and Financial Review and Prospects

44
 

Item 6. Directors, Senior Management and Employees

59
 

Item 7. Major Shareholders and Related Party Transactions

68
 

Item 8. Financial Information

69
 

Item 9. The Offer and Listing

70
 

Item 10. Additional Information

70
 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

78
 

Item 12. Description of Securities Other Than Equity Securities

78

PART II

  80
 

Item 13. Defaults, Dividend Arrearages and Delinquencies

80
 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

80
 

Item 15. Controls and Procedures

81
 

Item 16A. Audit Committee Financial Expert

83
 

Item 16B. Code of Ethics

83
 

Item 16C. Principal Accountant Fees and Services

83
 

Item 16D. Exemptions From the Listing Standards for Audit Committees

84
 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

84
 

Item 16F. Change in Registrant's Certifying Accountant

85
 

Item 16G. Corporate Governance

85
 

Item 16H. Mine Safety Disclosure

85
 

Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

85

PART III

  85
 

Item 17. Financial Statements

85
 

Item 18. Financial Statements

85
 

Item 19. Exhibits

86
 

Signatures

88

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 

F-1

 

 

 

Conventions That Apply to This Annual Report on Form 20-F

 

 

Unless otherwise indicated and except where the context otherwise requires:

 

 

“active user” refers to a user, calculated based on device identification, that has accessed one of our mobile browsers, PC browsers or other applications at least once during a given period. A unique user that is active in more than one of the applications on our platform is counted as more than one active user;

 

 

“ADS” refers to an American depositary share in Opera, trading on Nasdaq under the ticker symbol “OPRA”, each of which representing two ordinary shares in Opera Limited;

 

 

“ARPU” refers to average revenue per user;

 

 

“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau;

 

 

“EEA” refers to the European Economic Area consisting of the 27 countries of the European Union plus Norway, Liechtenstein and Iceland;

 

 

“IFRS” refers to International Financial Reporting Standards;

 

 

“MAUs” or “monthly active users” refers to the average number of active users of any month (within a given period), calculated as of its final day using a 30-day lookback window;

 

 

“Nasdaq” refers to the Nasdaq Stock Market LLC;

 

 

“PC” means computers running versions of the operating systems Windows, Linux or MacOS

 

 

“shares” or “ordinary shares” refers to our ordinary shares, par value US$0.0001 per share;

 

 

“SEC” refers to the United States Securities and Exchange Commission;

 

 

“South Asia” comprises the four distinct markets of India, Pakistan, Bangladesh and Sri Lanka;

 

 

“Southeast Asia” comprises the six distinct markets of Indonesia, Vietnam, Thailand, the Philippines, Malaysia and Myanmar;

 

 

“US$,” “U.S. Dollars,” “$” and “dollars” refer to the legal currency of the United States; and

 

 

“we,” “us,” “our company,” “the Group,” “our group,” “our” or “Opera” refers to Opera Limited, an exempt company incorporated under the laws of the Cayman Islands with limited liability that is the holding company of our group.

 

All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

 

Forward-looking Statements

 

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and as defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

 

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

 

 

our goals and strategies;

 

 

our expected development and launch, and market acceptance, of our products and services;

 

 

our future business development, financial condition and results of operations;

 

 

the expected growth in, and market size of, the global internet industry;

 

 

expected changes in our revenues, costs or expenditures;

 

 

our expectations regarding demand for and market acceptance of our brand, platforms and services;

 

 

our expectations regarding growth in our user base and level of engagement;

 

 

our ability to attract, retain and monetize users;

 

 

our ability to continue to develop new technologies and/or upgrade our existing technologies;

 

 

growth of, and trends of, competition in our industry;

 

 

government policies and regulations relating to our industry; and

 

 

general economic and business conditions in the markets we have businesses.

 

You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from, and worse than, what we expect. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

 

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

This annual report also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable. However, the statistical data and estimates in these publications and reports are based on a number of assumptions and if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. In addition, due to the rapidly evolving nature of the online content consumption and e-commerce industries, projections or estimates about our business and financial prospects involve significant risks and uncertainties.

 

 

PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

 

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

 

Not applicable.

 

Item 3. Key Information

 

A.           [Reserved]

 

B.           Capitalization and Indebtedness

 

Not applicable.

 

C.           Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D.           Risk Factors

 

There is a high degree of risk associated with our company and business. You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks occur, our business, operating results and financial condition could be materially adversely affected and the trading price of our ADSs could decline.

 

Summary of Risk Factors

 

An investment in our ADSs or ordinary shares involves significant risks. Below is a summary of certain material risks we face, organized under relevant headings.

 

Risks Related to Our Business and Industry

 

 

We may fail to maintain or grow the size of our user base or the level of engagement of our users.

 

We face intense competition in a number of spaces and industries and if we do not continue to innovate and provide products and services that meet the needs of our users, we may not remain competitive.

 

We may fail to keep up with rapid changes in technologies and mobile devices.

 

We may not succeed in managing or expanding our business across the expansive and diverse markets that we operate in.

 

We plan to continue expanding our operations globally to markets where we have limited operating experience, which may subject us to increased business, economic and regulatory risks.

 

 

 

The impacts of the war in Ukraine are highly unpredictable, could be significant, and may have an adverse effect on our business, operations and our future financial performance.

 

We may need additional capital to expand our businesses but may not be able to obtain it on favorable terms or at all.

 

Our business depends on a strong brand and reputation, and we may not be able to maintain and enhance our brand or reputation or there may be negative publicity against us.

 

We are subject to risks related to litigation, including intellectual property claims and regulatory disputes.

 

Our investments in companies, new businesses and new products, services and technologies are inherently risky and could disrupt our ongoing businesses.

 

Risks Related to Our Technology and Intellectual Property.

 

 

We may fail to maintain or improve our technology infrastructure.

 

We may not be able to prevent others from unauthorized use of our intellectual property or brands.

 

Some of our applications contain open source software, which may pose increased risk to our proprietary software.

 

We have been and expect to continue to be subject to intellectual property infringement claims, which could be time consuming and costly to defend, and may require us to pay significant damages or cease offering any of our products or key features of our products.

 

We do not have exclusive rights to certain technology, trademarks and designs that are crucial to our business.

 

Privacy concerns relating to our services and the use of user information could negatively impact our user base or user engagement, or subject us to governmental regulation and other legal obligations.

 

We are exposed to cyber-attacks, data breaches, internal employee and other insider misconduct, computer viruses, physical and electronic break-ins and similar disruptions that may adversely impact our ability to protect the confidential information of our users and borrowers.

 

Risks Related to Our Suppliers and Partners.

 

 

A small number of business partners contribute a significant portion of our revenues.

 

We rely on our users’ web searches within Opera browsers for a substantial portion of our revenues.

 

Our existing business and our expansion strategy depend on certain key collaborative arrangements, and we may be unable to maintain or develop these relationships.

 

Risks Related to Our Internal Controls and Reporting.

 

 

Our user metrics and other estimates are subject to inherent challenges in measuring our operations.

 

Events outside our control may prevent us from timely meeting our reporting obligations.

 

If we fail to implement and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

 

Risks related to our ADS.

 

 

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

 

We currently do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of the ADSs for return on your investment.

 

As a “controlled company” under the rules of the Nasdaq, we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

 

 

Risks Related to Our Business and Industry

 

We may fail to maintain or grow the size of our user base or the level of engagement of our users.

 

The size, geographical composition and engagement level of our user base are critical to our success. Our business and financial performance have been and will continue to be significantly affected by our success in adding, retaining and engaging active users. We continue to invest significant resources to grow our user base and increase user engagement, whether through innovations, providing new or improved content or services, marketing efforts or other means. We cannot assure you that our user base and engagement levels will grow at satisfactory rates, or at all. Our user numbers and engagement could be adversely affected if:

 

 

we fail to maintain the popularity of our platforms among users;

 

 

we are unable to continue to develop products that work with a variety of mobile operating systems, networks and smartphones;

 

 

we are unable to maintain the quality of our existing content and services;

 

 

we are unsuccessful in innovating or introducing new, best-in-class content and services;

 

 

we fail to adapt to changes in user preferences, market trends or advancements in technology;

 

 

we are unsuccessful with cross-selling new products and services to our existing user base;

 

 

our partners who provide content for Opera News, GXC or our other platforms do not create content that is engaging, useful, or relevant to users;

 

 

our partners who provide content for our platforms decide not to renew agreements or not to devote their resources to creating engaging content;

 

 

our global distribution partners decide not to distribute our software on their products or platforms or impose adverse new restrictions or requirements for distribution on their products or platforms;

 

 

we fail to provide adequate service to users or partners;

 

 

technical or other problems prevent us from delivering our content or services in a timely and reliable manner or otherwise affect the user experience;

 

 

there are user concerns related to privacy, safety, fund security or other factors;

 

 

there are adverse changes to our platforms that are mandated by, or that we elect to make to address, legislation, regulation or litigation, including settlements or consent decrees;

 

 

we fail to maintain the brand image of our platforms, or our reputation is damaged; or

 

 

there are unexpected changes to the demographic trends, political, regulatory or economic development in the markets that we compete in.

 

Our efforts to avoid or address any of these events could require us to incur substantial expenditures to modify or adapt our content, services or platforms. If we fail to retain or continue growing our user base, or if our users reduce their engagement with our platforms, our business, financial condition and results of operations could be materially and adversely affected.

 

 

We face intense competition in a number of spaces and industries and if we do not continue to innovate and provide products and services that meet the needs of our users, we may not remain competitive.

 

We face intense competition in all of the products and services we offer. In the browser space, we generally compete with other global browser developers, including companies such as Google (Chrome browser), Apple (Safari browser), Microsoft (Edge and Internet Explorer browsers) and Samsung, which have distributional or other advantages on their respective hardware or software platforms. We also compete with other regional internet companies that have strong positions in particular countries. For many internet users, the default browser is sufficient, and we often have to compete for users who have decided that they want to choose an alternative browser for their devices. For those users we also have to compete with smaller, independent browser companies such as Firefox or DuckDuckGo. In the content space, we have faced significant competition from other internet companies promoting their own content products and services globally, including Google, Apple and Facebook, and traditional media such as local and global newspapers and magazines. In addition, we compete with all major internet companies for user attention and advertising spend. Moreover, in emerging international markets, where certain mobile devices lack large storage capabilities, we may compete with other applications for the limited space available on a user’s mobile device. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become subject to additional competition. For example, we launched the Dify cashback rewards program in February 2021, the Hype in-browser chat service in February 2021, the GXC gaming portal in November 2021 and a crypto enthusiast browser in January 2022. While we view our new products as extensions of Opera’s existing product portfolio, adding new products and services subjects us to additional competition and new competitors.

 

Many of our current and potential competitors have significantly greater resources and broader global recognition and occupy better competitive positions in certain markets or on certain platforms than we do. These factors may allow our competitors to respond to new or emerging technologies and changes in market requirements better than we can. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance. These products, features and services may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. In addition, our partners may use information that we share with them to develop or work with competitors to develop products or features that compete with us. Certain competitors, including Apple, Facebook, Microsoft, Samsung and Google, could use strong or dominant positions on their respective platforms or in one or more markets to gain competitive advantages against us in areas where we operate, including by:

 

 

integrating competing features into products they control such as web browsers or mobile device operating systems;

 

 

making acquisitions for similar or complementary products or services; or

 

 

impeding Opera’s accessibility and usability by modifying or imposing use restrictions on existing hardware and software on which the Opera application operates or upon which it depends.

 

As a result, our competitors may acquire and engage users at the expense of our user base or engagement, which may seriously harm our business.

 

We believe that our ability to compete effectively depends on many factors, many of which are beyond our control, including:

 

 

the usefulness, novelty, performance and reliability of our products compared to our competitors;

 

 

the size and demographics of our MAUs;

 

 

the timing and market acceptance of our products, including developments and enhancements of our competitors’ products;

 

 

our ability to monetize our products;

 

 

the effectiveness of our marketing and distribution teams;

 

 

 

our ability to establish and maintain partners’ interest in using Opera;

 

 

the frequency, relative prominence and type of advertisements displayed on our applications or by our competitors;

 

 

the effectiveness of our customer service and support efforts;

 

 

the effectiveness of our marketing activities;

 

 

changes as a result of legislation, regulatory authorities or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on us;

 

 

acquisitions or consolidation within the industries in which we operate;

 

 

our ability to attract, retain and motivate talented employees, particularly engineers and sales personnel;

 

 

our ability to cost-effectively manage and scale our rapidly growing operations; and

 

 

our reputation and brand strength relative to our competitors.

 

If we cannot effectively compete, our user engagement may decrease, which could make us less attractive to users, advertisers and partners and seriously harm our business.

 

We may fail to keep up with rapid changes in technologies and mobile devices.

 

The PC and mobile internet industry is characterized by rapid technological changes. Our future success will depend on our ability to respond to rapidly changing technologies, adapt our services to evolving industry standards and improve the performance and reliability of our products and services. Our failure to adapt to such changes could harm our business. In addition, changes in mobile devices resulting from technological development may also adversely affect our business. If we are slow to develop new products and services for the latest mobile devices, or if the products and services we develop are not widely accepted and used by mobile device users, we may not be able to capture a significant share of this increasingly important market. In addition, the widespread adoption of new internet, mobile, networking or telecommunications technologies or other technological changes could require substantial expenditures to modify or adapt our products, services or infrastructure. If we fail to keep up with rapid technological changes to remain competitive, our future success may be adversely affected.

 

We may not succeed in managing or expanding our business across the expansive and diverse markets that we operate in.

 

Our business has become increasingly complex as we have expanded the markets in which we operate, the variety of products and services we offer and the overall scale of our operations. We have expanded and expect to continue to expand our headcount, office facilities and infrastructure. As our operations continue to expand, our technology infrastructure systems and corporate functions will need to be scaled to support our operations, and if they fail to do so, it could negatively affect our business, financial condition and results of operations, and our ability to provide accurate and timely information.

 

The markets where we operate are diverse and fragmented, with varying levels of economic and infrastructure development and distinct legal and regulatory systems, and do not operate seamlessly across borders as a single or common market. Managing our growing businesses across these emerging markets requires considerable management attention and resources. Entering into new markets also involves various legal and regulatory risks and requires us to obtain various licenses and permits. We cannot assure you that we will be able to maintain, renew or obtain such licenses or permits on commercially reasonable terms or at all. We may incur additional compliance costs and may be subject to regulatory action or be ordered to cease our operations in certain markets if we fail to maintain, renew or obtain any material license or permit. Should we choose to expand into additional markets, these complexities and challenges could further increase. Because each market presents its own unique challenges, the scalability of our business is dependent on our ability to tailor our content and services to this diversity.

 

 

Our growing multi-market operations also require that we incur certain additional costs, including costs relating to staffing, logistics, intellectual property licensing or protection, tariffs and other trade barriers. Moreover, we may become subject to risks associated with:

 

 

recruiting and retaining talented and capable management and employees in various markets;

 

 

challenges caused by distance, language and cultural differences;

 

 

providing content and services that appeal to the tastes and preferences of users in multiple markets;

 

 

implementing our businesses in a manner that complies with local laws and practices, which may differ significantly from market to market;

 

 

maintaining adequate internal and accounting control across various markets, each with its own accounting principles that must be adjusted to International Financial Reporting Standards, or IFRS, upon consolidation;

 

 

currency exchange rate fluctuations;

 

 

protectionist laws and business practices;

 

 

complex local tax regimes. Digital business models in general are under significant scrutiny from tax authorities around the world, given the considerable complexity that these can bring on a cross-border basis, particularly when there may be no physical presence involved;

 

 

potential political, economic and social instability;

 

 

potential local government initiatives to restrict access to our products and services; and

 

 

higher costs associated with doing business in multiple markets.

 

Any of the foregoing could negatively affect our business, financial condition and results of operations.

 

We plan to continue expanding our operations globally to markets where we have limited operating experience, which may subject us to increased business, economic and regulatory risks.

 

We plan to continue expanding our business operations globally, entering into new markets where we have limited or no experience in marketing, selling and deploying current and future products and services. If we fail to deploy or manage our operations in international markets successfully, our business may suffer. In the future, as our international operations increase, or more of our revenue and expenses are generated or denominated in currencies other than the U.S. dollar, our operating results may become more sensitive to fluctuations in the exchange rates of various currencies relative to the U.S. dollar. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

 

 

political, social and economic instability;

 

 

risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, localization and content laws as well as unexpected changes in laws, regulatory requirements and enforcement due to the wide discretion given local lawmakers and regulators regarding the enactment, interpretation and implementation of local regulations;

 

 

 

potential damage to our brand and reputation due to compliance with local laws, including potential censorship and requirements to provide user information to local authorities;

 

 

fluctuations in currency exchange rates;

 

 

higher levels of credit risk and payment fraud;

 

 

complying with multiple tax jurisdictions;

 

 

enhanced difficulties of integrating any foreign acquisitions;

 

 

complying with a variety of foreign laws, including certain employment laws requiring national collective bargaining agreements that set minimum salaries, benefits, working conditions and termination requirements;

 

 

reduced protection for our intellectual property rights in some countries and/or heightened protection for intellectual property rights of content providers in other countries;

 

 

difficulties in staffing and managing global operations and the travel, infrastructure and compliance costs associated with multiple international locations;

 

 

regulations that might add difficulties in repatriating cash earned outside our core markets and otherwise preventing us from freely moving cash;

 

 

import and export restrictions and changes in trade regulation;

 

 

complying with statutory equity requirements;

 

 

complying with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions; and

 

 

complying with export controls and economic sanctions administered by the relevant local authorities, including in the United States and European Union, in our international business.

 

If we are unable to expand internationally and manage the complexity of our global operations successfully, our business could be seriously harmed.

 

The impacts of the war in Ukraine are highly unpredictable, could be significant, and may have an adverse effect on our business, operations and our future financial performance.

 

The Russian Federation initiated a military invasion of Ukraine on February 24, 2022, precipitating a humanitarian crisis. This ongoing military conflict has provoked strong reactions from the United States, the United Kingdom, the European Union and various other countries around the world, including the imposition of export control, control on distribution of online content and other broad financial and economic sanctions against Russia, which may have far-reaching effects on the global economy. While the precise effects of the ongoing military conflict and the retaliatory measures that have been taken, or could be taken in the future, remain uncertain, they have already resulted in significant volatility in financial markets, a rise in energy and commodity prices globally, and created worldwide security concerns that could have a lasting impact on regional and global economies.

 

The macroeconomic impacts on our business continue to evolve and be unpredictable and may continue to adversely affect our business, operations and financial performance. In 2021, revenue generated from customers and monetization partners domiciled in Russia accounted for 6.44% of our revenue, consisting primarily of search revenues from our business partner, Yandex. In the Russian market, Yandex generates advertising revenues primarily in Russian Rubles, and pays us a revenue share converted at prevailing exchange rates to U.S. Dollars. Although our transactions with Yandex are not at present subject to any export control or economic sanction against Russia, there is no assurance that broader sanctions will not be in place in the future, which may adversely affect our relationship with our business partners as well as our revenue growth in Russia. More importantly, examples of potential impacts of the war in Ukraine on our business include changes in our user base or inability to operate our products in affected countries, reduced advertiser demand affecting our search and advertising revenues, increased compliance costs and business limitations from export controls or economic sanctions, as well as broader fluctuations in exchange rates that may directly and indirectly affect our global revenue and costs as presented in U.S. Dollars. As a result of the scale of the ongoing crisis and the speed at which the global community has been impacted, our revenue growth rate and expense as a percentage of our revenues, and our operating results, may fall below expectations in future periods.

 

 

 

We may need additional capital to expand our businesses but may not be able to obtain it on favorable terms or at all.

 

While we believe we have sufficient capital to fund our current growth plans, we may require additional capital in order to fund future plans for the additional growth and development of our businesses and any additional investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance, liquidity of international capital and lending markets and governmental regulations in the markets that we operate in. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results of operations. Moreover, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders.

 

Our business depends on a strong brand and reputation, and we may not be able to maintain and enhance our brand or reputation or there may be negative publicity against us.

 

We believe that our “Opera” brand and our reputation have contributed significantly to the success of our business. We also believe that maintaining and enhancing the “Opera” brand and our reputation are critical to our success in the future. As our market becomes increasingly competitive, our success in maintaining and enhancing our brand and reputation will depend largely on our ability to remain a leading provider of browsers, AI-powered news feeds and other products and services, which may become more expensive and challenging.

 

We consistently conduct marketing and brand promotion efforts and over the years have increased related spending. However, we cannot assure you that our marketing and brand promotion activities in the future will achieve the expected brand promotion effect to acquire users in a cost-effective way. If we fail to maintain and further promote the “Opera” brand or our reputation, or if we incur excessive expenses in this effort, our business and results of operations may be materially and adversely affected.

 

We are subject to risks related to litigation, including intellectual property claims and regulatory disputes.

 

We may be, and in some instances have been, subject to claims, lawsuits (including class actions and individual lawsuits), government investigations and other proceedings relating to intellectual property, consumer protection, privacy, labor and employment, import and export practices, competition, securities, tax, marketing and communications practices, commercial disputes and other matters. The number and significance of our legal disputes and inquiries have increased as we have grown larger, as our business has expanded in scope and geographic reach and as our services have increased in complexity.

 

Moreover, as a public company we have an elevated public profile, which may result in increased litigation and public awareness of such litigation. For example, in January 2020, we and certain of our directors and officers were named as defendants in a putative class action filed in the United States District Court for the Southern District of New York: Brown v. Opera Limited. et al., Case No. 20-cv-674 (S.D.N.Y.). We vigorously defended our position from those false allegations and moved to dismiss the complaint and the case was later on dismissed with prejudice in an order entered on April 22, 2021. Further, there is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations and declines in our user base, retention or engagement, any of which could seriously harm our business. In the future, we may also be accused of having, or be found to have, infringed or violated third party intellectual property rights.

 

 

Regardless of the outcome, legal proceedings can have a material and adverse impact on us due to their costs, diversion of our resources and other factors. We may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal. We may have to seek a license to continue practices found to be in violation of a third party’s rights. If we are required, or choose to enter into, royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop or procure alternative non-infringing technology or discontinue the use of technology, and doing so could require significant effort and expense, or may not be feasible. In addition, the terms of any settlement or judgment in connection with any legal claims, lawsuits or proceedings may require us to cease some or all of our operations, or pay substantial amounts to the other party and could materially and adversely affect our business, financial condition and results of operations.

 

Our investments in companies, new businesses and new products, services and technologies are inherently risky and could disrupt our ongoing businesses.

 

We have invested and expect to continue to invest in new businesses, products, services and technologies. For example, we launched the Dify cashback rewards program in February 2021, the Hype in-browser chat service in February 2021, the GXC gaming portal in November 2021. We have developed a non-custodial crypto wallet integrated into certain of our mobile and PC browsers. In January 2022 we also launched a dedicated browser tailored for crypto industry enthusiasts. We may pursue additional opportunities in or relating to Web3 and blockchain technologies in the future including activities or initiatives relating to crypto currencies, non-fungible tokens, decentralized finance or other similar businesses. We have limited historical experience in most aspects of the operation of our new initiatives, which makes it difficult to evaluate our future prospects. We intend to promote our new product and service offerings to our existing user base, and the success of such cross promotional efforts is uncertain. Moreover, we may not be able to obtain the regulatory approvals, permits or licenses as may be required for all of our desired initiatives. Failure to manage or grow our initiatives may have material adverse effects on our overall financial position and results of operations.

 

We have also invested in promising companies. Since 2019 we have invested in OPay, a leading mobile wallet and payment services company that first launched in Nigeria. Further, in July 2020, we invested in Fjord Bank, a European financial services provider. Changes to the valuation of these investees may impact our financial results, depending on the way in which we account for our investment. Should the fair value of any of these investments decrease, our financial results will be adversely affected. Moreover, general operational risks, such as inadequate or failing internal control of these investee companies, may also expose our investments to risks. In 2022, prior to the date of this annual report, we sold our investments in Nanobank and Star Group Interactive Inc., or Star X, formerly known as StarMaker, which we acquired in 2020 and 2018, respectively.

 

We may fail to attract, motivate and retain the key members of our management team or other experienced and capable employees.

 

Our future success is significantly dependent upon the continued service of our executives and other key employees. If we lose the services of a key member of management or any key personnel, we may not be able to locate a suitable or qualified replacement and we may incur additional expenses to recruit and train a replacement, which could severely disrupt our business and growth.

 

 

To maintain and grow our business, we will need to identify, hire, develop, motivate and retain highly skilled employees. Identifying, recruiting, training, integrating and retaining qualified individuals requires significant time, expense and attention. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. We may also be subject to local hiring restrictions in certain markets, particularly in connection with the hiring of foreign employees, which may affect the flexibility of our management team. If our management team, including any new hires that we make, fail to work together effectively and execute our plans and strategies, or if we are not able to recruit and retain employees effectively, our ability to achieve our strategic objectives will be adversely affected and our business and growth prospects will be harmed.

 

Competition for highly skilled personnel is intense, particularly in the markets where our business operations are located. We may need to invest significant amounts of cash and equity to attract and retain new employees and we may not be able to realize returns on these investments.

 

We may be the subject of anti-competitive, harassing or other detrimental conduct that could harm our reputation and cause us to lose users and customers.

 

In the future, we may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Allegations, directly or indirectly against us or any of our executive officers, may be posted in internet chatrooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our business, prospects or financial performance. The harm may be immediate without affording us an opportunity for redress or correction. In addition, such conduct may include complaints, anonymous or otherwise, to regulatory agencies. We may be subject to regulatory investigations as a result of such third party conduct and may be required to expend significant time and incur substantial costs to address such third party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, our reputation could be harmed as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose users and customers and adversely affect the price of our ADSs.

 

If we fail to detect click-through fraud, we could lose the confidence of our advertisers and our revenues could decline.

 

Our business is exposed to the risk of click-through fraud on our partners’ advertisements. Click-through fraud occurs when a person clicks advertisements for a reason other than to view the underlying content of advertisements. If our advertising partners fail to detect significant fraudulent clicks or otherwise are unable to prevent significant fraudulent activity, the affected search advertisers may experience a reduced return on their investment in advertising on our platform and lose confidence in the integrity of our search partners’ pay-for-click service systems. If this happens, our revenues from our monetization partners may decline.

 

We face risks related to natural disasters, health epidemics or terrorist attacks, which could significantly disrupt our operations.

 

Our business could be adversely affected by natural disasters, such as earthquakes, floods, landslides, tsunamis, outbreaks of health epidemics such as an outbreak of COVID-19, avian influenza, severe acute respiratory syndrome, Zika virus, or Ebola virus, as well as terrorist attacks, other acts of violence or war or social instability. If any of these occurs, we may be required to temporarily or permanently close and our business operations may be suspended or terminated. Thus, our future operating results may fluctuate substantially or fall below the expectations of securities analysts and investors. In such events, the trading price of our ADSs may fluctuate significantly. If any such situation persists, the global economy may be severely harmed and disrupted, which could adversely affect our results of operation.

 

 

The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business, operations and our future financial performance.

 

Since COVID-19 was declared a global pandemic by the World Health Organization, governments and municipalities around the world have instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions, and closure of non-essential businesses. While currently a number of countries are in the process of returning to normal and preparing to live with COVID-19 as a lesser threat to public health, the macroeconomic impacts on our business continue to evolve and be unpredictable and may continue to adversely affect our business, operations and financial performance. As a result, our future operating results may fall below expectations.

 

The future impacts of pandemic on our business, operations and future financial performance could include, but are not limited to:

 

 

Significant decline and/or volatility in advertising and search revenues as advertiser spending is affected by macroeconomic conditions. This decline in such revenues could persist through and beyond a recessionary period. In addition, we may experience a significant and prolonged shift in user behavior such as a shift in interests to less commercial topics.

 

 

Significant decline in other revenues due to a decline or shifts in customer demand.

 

 

Adverse impacts to our financial results, particularly as many of our expenses are less variable in nature and/or may not correlate to changes in revenues, including costs associated with our data centers and facilities as well as employee compensation. As such, we may not be able to decrease them significantly in the short-term, or we may choose not to significantly reduce them in an effort to remain focused on long-term outlook and investment opportunities.

 

 

Significant decline in our operating cash flows as a result of decreased advertiser spending and deterioration in the credit quality and liquidity of our customers, which could adversely affect our accounts receivable.

 

The prolonged and broad-based shift to a remote working environment continues to create inherent productivity, connectivity, and oversight challenges and could affect our ability to enhance, develop and support existing products and services, detect and prevent spam and problematic content, hold product launch and marketing events, and generate new sales leads, among others. In addition, the changed environment under which we are operating could have an effect on our internal controls over financial reporting as well as our ability to meet a number of our compliance requirements in a timely or quality manner. Additional and/or extended, governmental lockdowns, restrictions or new regulations could significantly impact the ability of our employees and vendors to work productively. Governmental restrictions have been globally inconsistent, and it remains unclear what restrictions will be in place in those environments. We may experience increased costs as we experiment with hybrid work models, in addition to potential effects on our ability to compete effectively and maintain our corporate culture.

 

Conversely, as the COVID-19 pandemic recedes and as quarantine and other similar restrictions are lifted, this too could have unpredictable impacts on our business, operations and future financial performance. We have, for example, in some cases seen positive usage growth for our software applications during the pandemic, which may be attributable in part to COVID-19 related restrictions. Likewise, as described in “Item 5. Operating and Financial Review and Prospects--- A. Our Ability to Monetize”, some of our advertising partners have been negatively affected by the pandemic while others have seen growth. Lifting COVID-19 related restrictions, therefore, could involve some of the same unpredictable impacts as described hereinabove.

 

We have limited business insurance coverage.

 

Our business insurance is limited. Any uninsured damage to our platforms, technology infrastructures or disruption of our business operations could require us to incur substantial costs and divert our resources, which could have an adverse effect on our business, financial condition and results of operations.

 

 

Our results of operations are subject to seasonal fluctuations due to a number of factors.

 

We are subject to seasonality and other fluctuations in our business. For example, revenues from our e-commerce and travel partners are typically affected by seasonality due to various holidays that may result in higher than usual e-commerce transactions and travel-related activities, and similar seasonal trends may affect revenues from our search partners. We may not yet have sufficient historical information to accurately anticipate seasonal or other fluctuations in our newer business areas. Historical patterns of seasonality may in any case be less relevant under current macroeconomic conditions as the ongoing impacts of the COVID-19 pandemic and the war in Ukraine may alter seasonal trends.

 

Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. Dollars.

 

We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue denominated in a variety of currencies including but not limited to U.S. Dollars, Canadian Dollars, Euros, Brazilian Reales, Russian Rubles, British Pounds, Japanese Yen, Kenyan Shillings, Chinese Yuan, South African Rand, Indian Rupees and Nigerian Naira, among other currencies. We typically have currency exchange exposure also in cases of global partners, even as such partners typically make payments to us in a major international currency like the U.S. Dollar, as the underlying activity upon which our revenue is calculated may be based on such local currencies as observed and collected by our partners prior to converting to the currency in which we are paid, and in many cases this currency exposure is less visible to us. We generally incur expenses for employee compensation and other expenses in the local currencies in the jurisdictions in which we operate. Fluctuations in the exchange rates between the various currencies that we use or are exposed to could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. We do not generally enter into hedging contracts to limit our exposure to fluctuations in the value of the currencies that our businesses use.

 

We may not achieve the intended tax efficiencies of our corporate structure and intercompany arrangements, which could increase our worldwide effective tax rate.

 

Our corporate structure and intercompany arrangements, including the manner in which we conduct our intercompany and related party transactions, are intended to provide us with worldwide tax efficiencies. The application of tax laws of various jurisdictions to our business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The tax authorities of jurisdictions where we operate may challenge our methodologies for intercompany and related party arrangements, including transfer pricing, or determine that the manner in which we operate does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

 

A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by lower than anticipated earnings in markets where we have lower statutory rates and higher than anticipated earnings in markets where we have higher statutory rates, inability to fully utilize tax assets recognized on our balance sheet, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. Any of these factors could materially and adversely affect our financial position and results of operations.

 

Our investment of excess cash in marketable securities and other financial instruments is inherently risky.

 

Our board of directors has adopted an investment program under which up to US$70 million of our capital may be used for investments in listed equity securities. The maximum amount allocated to the investment program excludes any accumulated gains from the investments. In connection with the investment program, we obtained a credit facility of US$80 million with a broker on December 22, 2020, under which we had drawn US$7.5 million as of December 31, 2021, for the purpose of investing in listed equity securities. The objective of the investment program is to preserve capital while generating long-term capital growth by achieving the highest possible return on invested capital relative to the risk taken. In accordance with the related investment guidelines, Opera may enter into both long and short positions in listed equity securities, including derivatives of such instruments. These long and short positions are managed as a single portfolio. During 2021, we entered into short positions in listed equity securities, and to a limited extent wrote short duration call options on listed equity instruments (both the short positions in listed equity securities and written call options were extinguished prior to year-end). These investments and instruments are subject to market risks, including price risk arising from equity price volatility. We cannot guarantee that our investment portfolio will be safe or liquid, or generate expected returns. Any failure to make these investments effectively could limit cash available for our business operation and expansion, resulting in financial losses, and therefore have a material adverse effect on our business, financial position, results of operation, and prospects. For additional details of our investments, including our exposure to market risks, please see Notes 3, 14 and 17 to our consolidated financial statements included elsewhere in this annual report.

 

 

We may be required to recognize impairment charges.

 

Our goodwill and other intangible assets totaled US$430.4 million and US$103.6 million, respectively, as of December 31, 2021. While we did not incur impairment losses in 2019 and 2020 with respect to these long-lived assets, in 2021, we recognized an impairment loss of US$3.1 million for our goodwill and US$2.5 million for our other intangible assets. These impairment losses were caused by changes to our strategic priorities related to our European fintech offerings. We also had US$12.3 million of property and equipment as of December 31, 2021. In accordance with applicable accounting standards, goodwill and intangible assets that are not amortized are subject to assessment for impairment by applying a fair value or value in use-based test annually, and also when certain circumstances warrant, such as when our market capitalization falls below the book value of our equity. In addition to this indication of impairment, goodwill, intangible assets and furniture, fixtures and equipment are subject to assessment for impairment if there are other indicators of impairment, including:

 

 

losses of key customers;

 

 

unfavorable changes in technology or competition;

 

 

unfavorable changes in user base or user tastes

 

We also have investments in ordinary and preferred shares in OPay and ordinary shares in Fjord Bank. The shares are measured at fair value through profit or loss. While we recognized unrealized gains in 2021 from increases in fair value of the shares, we may recognize losses in future periods if the fair value of the shares decreases. Moreover, since estimates of fair value are based on significant unobservable inputs, they are subject to estimation uncertainty, as disclosed in Notes 2 and 12 to the annual consolidated financial statements included elsewhere in this annual report.

 

Based upon future economic and financial market conditions, the operating performance of our reporting units and other factors, including those listed above, future impairment charges could be incurred. It is possible that such impairment, if required, could be material. Any future impairment charges that we are required to record could have a material adverse impact on our results of operations.

 

Risks Related to Our Technology and Intellectual Property

 

We may fail to maintain or improve our technology infrastructure.

 

We are constantly upgrading our technology to provide improved performance, increased scale and better integration among our platforms. Adopting new technologies, upgrading our internet ecosystem infrastructure, as well as maintaining and improving our technology infrastructure require significant investments of time and resources, including adding new hardware, updating software and recruiting and training new engineering personnel. Adverse consequences for the failure to do so may include unanticipated system disruptions, security breaches, computer virus attacks, slower response times, decreased user satisfaction and delays in reporting accurate operating and financial information. In addition, many of the software and interfaces we use are internally developed and proprietary technology. If we experience problems with the functionality and effectiveness of our software or platforms, or are unable to maintain and constantly improve our technology infrastructure to handle our business needs and ensure a consistent and acceptable level of service for our users, our business, financial condition, results of operation and prospects, as well as our reputation, could be materially and adversely affected.

 

 

We may not be able to prevent others from unauthorized use of our intellectual property or brands.

 

We regard our patents, copyrights, trademarks, trade secrets, and other intellectual property as critical to our business. Unauthorized use of our intellectual property by third parties may adversely affect our business and reputation. We rely on a combination of intellectual property laws and contractual arrangements to protect our proprietary rights. It is often difficult to register, maintain and enforce intellectual property rights in the markets where we operate. For example, statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation in Africa, Southeast Asia, China, Russia and India. In addition, contractual agreements may be breached by counterparties and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors.

 

Some of our applications contain open source software, which may pose increased risk to our proprietary software.

 

We use open source software in some of our applications, including our Opera browsers which incorporate Chromium browser technology, and we will use open source software in the future. We are supportive of the open source community, and we regularly support open source software communities and release internal software projects under open source licenses and anticipate continuing to do so in the future. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to sell or distribute our applications. Additionally, we may from time to time face threats or claims from third parties claiming ownership of, or demanding release of, the alleged open source software or derivative works we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These threats or claims could result in litigation and could require us to make our source code freely available, purchase a costly license or cease offering the implicated applications unless and until we can re-engineer them to avoid the alleged infringement. Such a re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. In addition to risks related to license requirements, our use of certain open source software may lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Additionally, because any software source code we contribute to open source projects is publicly available, our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely, and we are unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition and results of operations.

 

We have been and expect to continue to be subject to intellectual property infringement claims, which could be time consuming and costly to defend, and may require us to pay significant damages or cease offering any of our products or key features of our products.

 

We cannot be certain that the products, services and intellectual property used in the ordinary course of our business do not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We operate platforms, in particular Opera News, which display third party content and through which third party content providers may distribute their content. We cannot assure you that we or such content providers have sufficient rights in all content distributed via our platforms. We have been and expect to continue to be subject to claims or legal proceedings relating to the intellectual property of others in the ordinary course of our business and may in the future be required to pay damages or license fees, or to agree to restrict our activities. In particular, if we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, may be ordered to pay damages and may incur licensing fees or be forced to develop alternatives. We may incur substantial expense in defending against third party infringement claims, regardless of their merit. Successful infringement claims against us may result in substantial monetary liability or may materially disrupt the conduct of our business by restricting or prohibiting our use of the intellectual property in question.

 

 

We do not have exclusive rights to certain technology, trademarks and designs that are crucial to our business.

 

We have applied for various patents relating to our business. While we have succeeded in obtaining some patents, some of our patent applications are still under examination by the various regulatory authorities in the markets that we operate in. Approvals of our patent applications are subject to determinations by the relevant local authorities that there are no prior rights in the applicable territory. In addition, we have also applied for initial registrations and/or changes in registrations relating to transfers of our Opera logos and other of our key trademarks to establish and protect our exclusive rights to these trademarks. While we have succeeded in registering the trademarks for most of these marks in our major markets under certain classes, the applications for initial registration, and/or changes in registrations relating to transfers, of some marks and/or of some of trademarks under other classes are still under examination by the relevant local authorities. Approvals of our initial trademark registration applications, and/or of changes in registrations relating to such transfers, are subject to determinations by the relevant local authorities that there are no prior rights in the applicable territories. We cannot assure you that these patent and trademark applications will be approved. Any rejection of these applications could adversely affect our rights to the affected technology, marks and designs. In addition, even if these applications are approved, we cannot assure you that any issued patents or registered trademarks will be sufficient in scope to provide adequate protection of our rights.

 

Privacy concerns relating to our services and the use of user information could negatively impact our user base or user engagement, or subject us to governmental regulation and other legal obligations.

 

We collect certain user profile, user location and other data from our users for various purposes including to better understand our users and their needs and to support our advertising business as well as our AI-powered content discovery and recommendation platform and big data analytical capabilities for more targeted services such as personalized news, videos and other online content recommendations. Concerns about the collection, use, disclosure or security of personal information and data or other privacy-related matters, even if unfounded, could damage our reputation, cause us to lose users and subject us to regulatory investigations, all of which may adversely affect our business. While we strive to comply with applicable data protection laws and regulations, as well as our privacy policies and other obligations we may have with respect to privacy and data protection, any failure or perceived failure to comply with these laws, regulations or policies may result in inquiries and other proceedings or actions against us by government agencies or others, as well as negative publicity and damage to our reputation and brands, each of which could cause us to lose users and have an adverse effect on our business and operating results.

 

We are exposed to cyber-attacks, data breaches, internal employee and other insider misconduct, computer viruses, physical and electronic break-ins and similar disruptions that may adversely impact our ability to protect the confidential information of our users and borrowers.

 

We collect, store and process certain personal and other sensitive data from our users during our daily business operations. The data that we have processed and stored makes us and our external service providers a target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken measures to protect the confidential information that we have access to, our security measures could be breached. Moreover, the techniques used to obtain unauthorized, improper or illegal access to our and our external service providers’ systems, our data or customers’ data, disable or degrade service, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target. Unauthorized parties can and have attempted to gain access to our systems and facilities through various means, including, among others, hacking into the systems or facilities of us or our partners or customers, or attempting to fraudulently induce our employees, partners, customers or others into disclosing usernames, passwords, or other sensitive information, which may in turn be used to access our information technology systems. Certain efforts may be state-sponsored and supported by significant financial and technological resources, making them even more difficult to detect. Although to date we have not suffered any material costs or disruption to our business caused by any such incident, any future security breach could have a material adverse impact on our users’ willingness to use our services, and our reputation and brands, business operations and financial performance.

 

 

Because we store, process and use data, some of which contains personal information, we are subject to complex and evolving laws and regulations across multiple jurisdictions regarding privacy, data protection and other matters.

 

We are subject to a variety of laws and regulations that involve matters central to our business, including user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online-payment services. These laws can be particularly restrictive in certain countries, and constantly evolve and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations and declines in user growth, retention or engagement, any of which could seriously harm our business.

 

Mobile malware, viruses, hacking and phishing attacks, spamming and improper or illegal use of our products or services could seriously harm our business and reputation.

 

Mobile malware, viruses, hacking and phishing attacks have become more prevalent in our industry, have occurred on our systems in the past and may occur on our systems in the future. Because of our prominence, we believe that we are an attractive target for these sorts of attacks. In some of our businesses we rely on mobile money providers and payment processors to conclude transactions. Such suppliers may hold funds on our behalf and may themselves be attractive targets for these sorts of attacks. Although it is difficult to determine what, if any, harm may directly result from an interruption or attack, any failure to maintain performance, reliability, security and availability of our products and technical infrastructure to the satisfaction of our users may seriously harm our reputation and our ability to retain existing users and attract new users. If these activities increase on our platform, our reputation, user growth and engagement, and operational cost structure could be seriously harmed. Likewise, such failures with respect to our suppliers may harm our reputation or result in a financial loss.

 

Our business may be adversely affected by third party software applications or practices that interfere with our receipt of information from, or provision of information to, our users, which may impair the user experience on our platform.

 

Our business may be adversely affected by third party software applications, which may be unintentional or malicious, that make changes to our users’ PCs or mobile devices and interfere with our products and services. These software applications may change the user experience on our platform by hijacking queries, altering or replacing the search results provided by our search engine partners to our users or otherwise interfering with our ability to connect with our users. Such interference can occur without disclosure to or consent from users, and users may associate any resulting negative experience with our products and services. Such software applications are often designed to be difficult to remove, block or disable. Further, software loaded on or added to mobile devices on which our software applications are pre-installed may be incompatible with or interfere with or prevent the operation of such applications, which might deter the owners of such devices from using our services. If we are unable to successfully prevent or limit any such applications or systems that interfere with our products and services, our ability to deliver a high-quality experience or recommend relevant content to our users may be adversely affected.

 

Interruption or failure of our information technology and communications systems may result in reduced user traffic and harm to our reputation and business.

 

Interruption or failure of any of our information technology and communications systems or those of the operators of third party internet properties that we collaborate with could impede or prevent our ability to provide our services. In addition, our operations could be interrupted by natural disasters and other events. Our disaster recovery plan for our servers cannot fully ensure safety in the event of damage from fire, floods, typhoons, earthquakes, power loss, telecommunications failures, hacking and similar events. If any of the foregoing occurs, we may experience a partial or complete system shutdown. Furthermore, our servers, which are hosted at third party internet data centers, are also vulnerable to break-ins, sabotage and vandalism. Some of our systems are not fully redundant, and our disaster recovery planning does not account for all possible scenarios. The occurrence of a natural disaster or a closure of an internet data center by a third party provider without adequate notice could result in lengthy service interruptions. Any system failure or inadequacy that causes interruptions in the availability of our services, or increases the response time of our services, could have an adverse impact on our user experience and satisfaction, our attractiveness to users and advertisers and future user traffic and advertising on our platform. To improve performance and to prevent disruption of our services, we may have to make substantial investments to deploy additional servers or one or more copies of our internet platforms to mirror our online resources.

 

 

Risks Related to Our Suppliers and Partners

 

A small number of business partners contribute a significant portion of our revenues.

 

A small number of business partners contribute a significant portion of our revenues. Our largest business partner, Google, contributed approximately 51.3% of our revenues in 2021, compared to 46.1% in 2020 and 42.1% in 2019. Although we continue efforts to diversify our partner base, we cannot assure you that a limited number of partners will not continue to contribute a significant portion of our revenues for the near future. Consequently, any of the following events may materially and adversely impact our business, results of operations and growth prospects:

 

 

reduction, delay or cancellation of services by our large search partners;

 

 

a significant decrease in the business results or prospects of one of our large search partners;

 

 

failure by one or more of our large search partners to pay for our services; or

 

 

loss of one or more of our significant search customers and any failure to identify and acquire additional or replacement partners.

 

Revenue generated from customers and monetization partners domiciled in Ireland accounted for 46.1%, 48.4% and 50.5% in 2019, 2020 and 2021, respectively. This geographic concentration is not necessarily an indication of where user activity occurs as our end users are located across the world but is affected by the geographic concentration of domicile among certain of our primary monetization partners. We are especially exposed to risks related to the economic conditions, regional specific legislation and tax law of the identified countries.

 

We rely on our users web searches within Opera browsers for a substantial portion of our revenues.

 

We share in the revenue generated by search partners when our users conduct searches initiated within the URL bar or search boxes embedded in our PC and mobile browsers. Revenue generated from users’ search activity accounted for 48.7%, 50.9% and 48.6% of our total revenue in 2019, 2020 and 2021, respectively. The revenue sharing and fee arrangements with these search partners are subject to change. If our search partners reduce or discontinue their spending with us, we fail to attract new search or advertising partners, our search partners see reduced monetization or the fees we receive for the traffic we refer to our search partners significantly decrease, our business, financial condition and results of operations could be materially and adversely affected.

 

Our existing business and our expansion strategy depend on certain key collaborative arrangements, and we may be unable to maintain or develop these relationships.

 

Our existing business, and our strategy for developing our business, involve maintaining and developing various types of collaborations with third parties, which provide us with access to additional user traffic, search services, products and technology. For example, our collaboration with Google allows us to provide our global users with high quality search services. We also work with leading device manufacturers, chipset vendors and mobile software storefront providers, to ensure cost-efficient and reliable distribution of our products and services. Moreover, as part of our focus on expanding our AI capabilities, we formed strong relationships with high profile media and independent content providers to obtain comprehensive news and other content that we can make available to users on our platform.

 

 

We consider these collaborations to be important to our ability to deliver attractive services, products and content offerings to our users, in order to maintain and expand our user and advertiser bases, and we believe that it will continue to be important for us to develop similar partnerships in the future. Our inability to maintain and grow such relationships could have an adverse impact on our existing business and our growth prospects. In addition, our competitors may establish the same relationships that we have, which would diminish any advantage we might otherwise gain from these relationships.

 

We may fail to maintain and expand our collaborations with third party operators of internet properties.

 

We place promotional links to some of our search engine providers and other partners on our browsers, thereby providing easy access to premier search and other online services for our users and increasing our associated revenues. Moreover, we rely on third party operators of internet properties for auxiliary services. For example, we use a third party service to store and analyze most of our system data including number of active users, clicks-per-user, impressions, comments, likes, visits, etc. If these third parties decide to stop collaborating with us, our revenues and growth and operations may be adversely affected.

 

We operate platforms, products and services that include third parties over whose actions we have no control.

 

We operate a number of online platforms and portals that collect the digital content or offers of a wide variety of third parties over which we do not exercise control. For example, our AI-powered Opera News content discovery platform integrates the services of third party content providers and offers a platform for independent bloggers and journalists to publish their work. In addition, in certain markets we integrate locally relevant third party content aggregators into our platform. We cannot control the actions of these third parties and our ability to identify and remove content that may be deemed inaccurate, misleading, offensive, socially unacceptable or otherwise violates applicable laws in relevant jurisdictions may be insufficient, such that if they were to upload any such content, or they do not perform their functions to our satisfaction or the satisfaction of our users, even if we may not be legally responsible for their actions, it may damage the reputation of our platform.

 

Our browsers integrate online search capabilities from leading international and regional search companies. We cannot be certain that our search partners will provide our users with the search results that they are looking for. Our browsers also contain short-cuts to third party coupons, e-commerce, travel and other businesses and we cannot be certain that the products and services that these third parties provide will all be legitimate, of a sufficiently high quality or that they will accurately represent the products and services in their postings. Further, while we have agreements with each of these parties, any legal protections we might have in our agreements could be insufficient to compensate us for our losses and may not be able to repair the damage to our reputation.

 

We rely upon third party channels and partners in distributing our products and services.

 

We rely upon a number of third parties for distribution of our products and services to end users. For example, we rely on mobile software application storefronts, including Google Play and Apple’s App Store, as well as various mobile manufacturer app stores, to enable users to download our mobile software applications, and on key mobile manufacturers to pre-install our mobile software applications on mobile phones prior to sale. The promotion, distribution and operation of our software applications are subject to the standard terms and conditions of these distribution channel providers, which may be broad, poorly tailored to local conditions, and subject to frequent unilateral changes and interpretation by the channel providers. If one or more channel providers halt the distribution of certain of our products and services on their platforms, as they have temporarily done in the past, our business may suffer. There is no guarantee that these distribution channel providers will distribute or continue to support or feature our product offerings. Furthermore, these channel providers may not enforce their standard terms and conditions for application developers consistently or uniformly across all applications and with all application developers, in part because such terms and conditions may not be practical or otherwise appropriate in certain markets. We will continue to be dependent on distribution channel providers, and any changes, bugs, technical or regulatory issues relating to such channel providers, our relationships with these channel providers, or the requirements or interpretation of their terms and conditions or pricing that is to our detriment could adversely impact our business. These may include any changes that degrade the functionality of our offerings, reduce or eliminate our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related to delivering our offerings. Further, if a channel provider believes that we have violated the terms and conditions of its platform, regardless of whether such terms and conditions have a legitimate basis or are practical in a given market, this could result in the channel provider restricting our ability to use their services and adversely affect our product usage and monetization. Furthermore, if any of these distribution channel providers delivers unsatisfactory services, engages in fraudulent action, or is unable or refuses to continue to provide its services to us and our users for any reason, it may materially and adversely affect our business, financial condition and results of operations.

 

 

We rely upon the internet infrastructure, data center providers and telecommunications networks in the markets where we operate.

 

Our business depends on the performance and reliability of the internet infrastructure and contracted data center providers in the markets where we operate. We may not have access to alternative networks or data servers in the event of disruptions or failures of, or other problems with, the relevant internet infrastructure. In addition, the internet infrastructure, especially in the emerging markets where we operate, may not support the demands associated with continued growth in internet usage.

 

We use third party data center providers for the storing of data related to our business. We do not control the operation of these facilities and rely on contracted agreements to employ their use. The owners of the data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center providers is acquired by another party, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible lengthy service interruptions in connection with doing so. Any changes in third party service levels at our data centers or any errors, defects, disruptions or other performance problems with our browsers or other services could adversely affect our reputation and adversely affect the online browsing experience. If navigation through our browsers is slower than our users expect, users may use our services less, if at all. Interruptions in our services might reduce our revenue, subject us to potential liability or adversely affect our ability to attract advertisers.

 

We also rely on major telecommunications operators in the markets where we operate to provide us with data communications capacity primarily through local telecommunications lines and data centers to host our servers. We and our users may not have access to alternative services in the event of disruptions or failures of, or other problems with, the fixed telecommunications networks of these telecommunications operators, or if such operators otherwise fail to provide such services. Any service interruption could disrupt our operations, damage our reputation and result in a decrease in our revenue. Furthermore, we have no control over the costs of the services provided by the telecommunications operators to us and our users. If the prices that we pay for telecommunications and internet services rise significantly, our margins could be reduced. In addition, if internet access fees or other charges to internet users increase, our user traffic may decrease, which in turn may cause our revenue to decline.

 

Our business depends on continued and unimpeded access to the internet by us and our users. Internet access providers may be able to restrict, block, degrade or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

 

Our products and services depend on the ability of our users to access the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers have taken, or have stated that they may take measures, including legal actions, that could degrade, disrupt or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings.

 

In addition, in some markets, our products and services may be subject to government-initiated restrictions or blockages. Such interference could result in a loss of existing users and advertisers, and increased costs, and could impair our ability to attract new users and advertisers, thereby harming our revenues and growth.

 

 

Risks Related to Our Internal Controls & Reporting

 

Our user metrics and other estimates are subject to inherent challenges in measuring our operations.

 

We regularly review metrics, including our MAUs, to evaluate growth trends, measure our performance and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we believe to be reliable data, there are inherent challenges in measuring how our platforms are used across large populations throughout the regions that we operate in. For example, we typically are not able to distinguish individual users who use multiple applications. Our user metrics are also affected by technology on certain mobile devices that automatically runs in the background of our applications when another phone function is used, and this activity can cause our system to miscount the user metrics associated with such applications.

 

Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of active users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to remedy an unfavorable trend. Moreover, during the process of upgrading our platform in the past, we have lost certain historical metrics, such as the number of search queries, that we rely on to manage our operations. If partners or investors do not perceive our user, geographic or other operating metrics as accurately representing our user base, or if we discover material inaccuracies in our user, geographic or other operating metrics, our reputation may be seriously harmed.

 

Events outside our control may prevent us from timely meeting our reporting obligations.

 

We have in the past, and may in the future, face challenges in complying with our financial reporting obligations or Nasdaq’s continued listing requirements in a timely manner due to circumstances beyond our control. To meet our own reporting obligations, we may be dependent on investees to fulfill their reporting obligations to us in a timely fashion. For example, Nanobank, which we divested in March 2022, had been particularly material to our historical consolidated financial statements. We postponed the filing of our annual report on Form 20-F for the year ended December 31, 2020, or the Annual Report for Year 2020, due to the inability of Nanobank to complete its reporting to us in time, and as a result thereof, we had been unable to finalize our consolidated financial statements within the due date. Such delay was primarily due to the impact of COVID-19 on Nanobank in the first half of 2021, whose location in India was particularly impacted, affecting both Nanobank’s staff and its external audit team and resulting in significant delays in completing all the required processes. As a result, on May 18, 2021, we received a letter from the Nasdaq notifying us that as a result of not filing the Annual Report for Year 2020 by the due date, we were not in compliance under Rule 5250(c)(1) of the Nasdaq Stock Market Rules. Although we managed to file the Annual Report for Year 2020 on June 11, 2021, and an amendment to the Annual Report for Year 2020 on June 28, 2021, to include the financial statements and related notes of Nanobank, there is no assurance that such a delay or postponement in finalizing our financial reporting or incompliance with the Nasdaq continued listing requirements will not occur in the future.

 

If we fail to implement and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

 

As a public company in the United States, we are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F. In connection with the preparation of this annual report, management concluded that our internal control over financial reporting as of December 31, 2021, was not effective due to the presence of certain control deficiencies that constituted a material weakness in our internal control over financial reporting. These deficiencies were related to us not maintaining effective internal control over certain accounting transactions. Specifically, we did not perform all controls that were designed to address the identified risks of misstatements, including sufficiently analyze and assess transactions and complex accounting matters based on the accounting requirements, and prepare and review contemporaneous accounting documentation. While we have hired qualified accounting personnel, there continued to be insufficient capacity to perform all controls in a timely manner, as well as training the hired accounting staff. Although we are in the process of taking remedial measures to fully implement our framework of internal controls, we cannot assure you that the material weakness will be cured in a timely manner. See “Item 15. Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.”

 

 

Moreover, during the course of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

 

In addition, if we cease to be an “emerging growth company” as such term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations as a public company may place a significant strain on our management, as well as our operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

 

The requirements of being both a public company and a Kunlun subsidiary may strain our resources and divert our managements attention.

 

We have been a public company since 2018. In 2021, Kunlun, a Chinese public company and our largest investor, increased its ownership stake in Opera beyond 50%, and as a result we became a consolidated subsidiary of the Kunlun group as well. As a public company, we are subject to the reporting requirements of the Exchange Act, Sarbanes-Oxley Act, the Dodd-Frank Act and the listing standards of Nasdaq as applicable to a foreign private issuer, which are different in some material respects from those required for a U.S. public company. Similarly, as a subsidiary of Kunlun, we are additionally subject to certain of the listing rules of the Shenzhen Stock Exchange and Chinese corporate governance standards. We expect that the requirements of these rules and regulations will increase, both in isolation and in combination, elevating our legal, accounting and financial compliance costs, making some activities more difficult, time consuming and costly, and placing additional requirements on our personnel, systems and resources. See “—Risks Related to Our Business and Industry — If we fail to implement and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.” As a result, or for other reasons, we may experience threatened or actual litigation, including by customers, suppliers, competitors, shareholders or other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results.

 

Industry data, projections and estimates contained in this annual report are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information.

 

Certain facts, forecasts and other statistics relating to the industries in which we compete contained in this annual report have been derived from various public data sources and third party industry reports. In deriving the market size of the aforementioned industries and regions, these industry consultants may have adopted different assumptions and estimates, such as the number of internet users. While we generally believe such reports are reliable, we have not independently verified the accuracy or completeness of such information. Such reports may not be prepared on a comparable basis or may not be consistent with other sources.

 

 

Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Our industry data and market share data should be interpreted in light of the defined geographic markets and defined industries we operate in. Any discrepancy in the interpretation thereof could lead to different industry data, measurements, projections and estimates and result in errors and inaccuracies.

 

Risks Related to Our ADSs

 

The trading price of ADSs has been and may continue to be volatile, which could result in substantial losses to investors.

 

The trading price of ADSs can be volatile and fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors such as but not limited to concerns over the health of the global economy, geopolitical concerns, and the outbreak and spread of the COVID-19 global pandemic.

 

In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following:

 

 

variations in our quarterly or annual revenue, earnings and cash flow;

 

 

announcements of new investments or divestments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 

 

announcements of new products, services and expansions by us or our competitors;

 

 

changes in financial estimates by securities analysts;

 

 

detrimental adverse publicity about us, our platforms or our industries;

 

 

additions or departures of key personnel;

 

 

short seller reports that make allegations against us or our affiliates, even if unfounded;

 

 

sales of additional equity securities;

 

 

potential litigation or regulatory investigations; and

 

 

other risk factors mentioned in this annual report.

 

Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade.

 

In the past, class action lawyers have often sought to bring securities class action suits against those companies following periods of instability in the market price of their securities. Such class action suits may divert a significant amount of our management’s attention and other resources from our business and operations and may require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

 

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

 

The trading market for the ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the ADSs to decline.

 

 

We currently do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of the ADSs for return on your investment.

 

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

 

Our board of directors has complete discretion as to whether to distribute dividends subject to our memorandum and articles of association and certain restrictions under Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

 

Kunlun, our parent company, and Mr. Yahui Zhou, our chairman of the board and chief executive officer, have control over our company and their interests may not be aligned with the interests of our other shareholders.

 

As of the date of this annual report, Kunlun Tech Co., Ltd., or Kunlun, previously named Beijing Kunlun Tech Co., Ltd., a Chinese public company traded on the Shenzhen stock exchange, indirectly owns 55.60% of our issued and outstanding ordinary shares. As such, we are a consolidated subsidiary of Kunlun. In addition, Mr. Yahui Zhou, our chairman of the board and chief executive officer, indirectly owns an additional 8.47% of our shares and is also a significant Kunlun shareholder, controlling 27.93% of Kunlun’s voting rights and serving on its board of directors. With his own holdings, as well as those of Kunlun, Mr. Yahui Zhou then may be in a position to effectively control 64.07% of our voting power.

 

As a result of the foregoing, Kunlun and Mr. Yahui Zhou have the ability to control or exert significant influence over important corporate matters and investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including:

 

 

the composition of our board of directors and, through it, any determinations with respect to our operations, business direction and policies, including the appointment and removal of officers;

 

 

any determinations with respect to mergers or other business combinations;

 

 

our disposition of substantially all of our assets; and

 

 

any change in control.

 

These actions may be taken even if they are opposed by our other shareholders, including the holders of the ADSs. Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the ADSs. As a result of the foregoing, the value of your investment could be materially reduced.

 

In addition, the significant concentration of share ownership may adversely affect the trading price of the ADSs due to investors’ perception that conflicts of interest may exist or arise. For more information regarding our principal shareholders and their affiliated entities, see “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” We have in the past, and likely will continue to enter into related party transactions involving entities directly or indirectly controlled by Kunlun or Mr. Zhou. See “Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions” for details. Such related party transactions, while reviewed and approved by our Board’s Audit Committee consisting solely of independent Directors, may indirectly benefit Kunlun or Mr. Zhou personally, by virtue of their interest in the related party.

 

 

As a controlled company under the rules of the Nasdaq, we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.

 

Due to the shareholding of our chairman and chief executive officer, Mr. Yahui Zhou, and because Kunlun is the beneficial owner of a majority of the voting power of our issued and outstanding share capital, we are qualified as a “controlled company” under the rules of the Nasdaq. Under these rules a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq rules, and the requirement that our compensation and corporate governance and nominating committees consist entirely of independent directors. We rely on certain corporate governance exemptions as described in Item 16G (Corporate Governance) of this annual report. So long as we remain a controlled company relying on any of such exemptions and during any transition period following the time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

 

Shareholders must obtain regulatory pre-approval before directly or indirectly acquiring beneficial ownership of 10% or more of our voting power.

 

We operate in regulated financial services markets and certain of our operating companies have licenses issued by regulatory bodies in Europe or elsewhere. Under these regulatory regimes, the relevant regulator conducts a “fit and proper” evaluation of all major, direct or indirect shareholders. Pursuant to applicable law, any shareholder acquiring directly or indirect beneficial ownership of 10% or more of Opera must first obtain pre-approval from the relevant regulator. For additional details, see “Item 4. Information on the Company — B. Business Overview – Regulations – European Licensure and AML Regulations.” These requirements could have the effect of making ownership of our stock less attractive to certain types of investors, potentially adversely impacting our trading price.

 

If a United States person is treated as owning at least 10% of our ADSs or ordinary shares, such person may be subject to adverse United States federal income tax consequences.

 

If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ADSs or ordinary shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation,” or CFC, in our group. Because our group includes one or more United States subsidiaries, that are corporations for United States federal income tax purposes, in certain circumstances we could be treated as a CFC and certain of our non-United States subsidiary corporations could be treated as CFCs (regardless of whether or not we are treated as a CFC).

 

A United States shareholder of a CFC may be required to annually report and include in its United States taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income” and investments in United States property by CFCs, whether or not we make any distributions. An individual who is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporation that is a United States shareholder. A failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent starting of the statute of limitations with respect to such shareholder’s United States federal income tax return for the year for which reporting was due. We do not intend to monitor whether we are or any of our non-United States subsidiaries is treated as a CFC or whether any investor is treated as a United States shareholder with respect to us or any of our CFC subsidiaries or to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its tax advisor regarding the potential application of these rules in its particular circumstances.

 

 

We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to United States Holders of our ADSs or ordinary shares.

 

We will be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if, applying applicable look-through rules, either (i) at least 75% of our gross income for such year is passive income or (ii) at least 50% of the value of our assets (generally determined based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether we are a PFIC for that year and involves extensive factual investigation, including ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income that we earn, and is subject to uncertainty in several respects. Based on the market price of our ADSs, the value of our assets and the nature and composition of our income and assets, we do not believe that we were a PFIC for United States federal income tax purposes for our taxable year ended December 31, 2021, and we do not expect to become a PFIC for our current taxable year, although there can be no assurances in this regard. Moreover, we cannot assure you that the United States Internal Revenue Service, or the IRS, will agree with any position that we take. Accordingly, there can be no assurance that we will not be treated as a PFIC for any taxable year or that the IRS will not take a position contrary to any position that we take.

 

Changes in the nature or composition of our income or assets, including as a result of our investment in new businesses, products, services and technologies, may cause us to be or become a PFIC. In addition, the determination of whether we will be a PFIC for any taxable year may also depend in part upon the value of our goodwill and other unrecorded intangibles not reflected on our balance sheet (which may depend upon the market price of our ADSs or ordinary shares from time to time, which may fluctuate significantly) and also may be affected by if, how, and how quickly, we spend our liquid assets and the cash we generate from our operations and raise in any offering. In estimating the value of our goodwill and other unrecorded intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization declines, we may be or become a PFIC for the current or future taxable years because our liquid assets and cash (which are for this purpose considered assets that produce passive income) may then represent a greater percentage of the value of our overall assets. Further, while we believe our classification methodology and valuation approach are reasonable, it is possible that the IRS may challenge our classification or valuation of our goodwill and other unrecorded intangibles, which may result in our being or becoming a PFIC for our taxable year ended December 31, 2021, the current taxable year or one or more future taxable years.

 

If we are a PFIC for any taxable year during which a United States Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) holds our ADSs or ordinary shares, certain adverse United States federal income tax consequences would generally apply to such United States Holder. See “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company.”

 

Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and the ADSs.

 

Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our ordinary shares and the ADSs may be materially and adversely affected.

 

 

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

 

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (as revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties owed to us by our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

 

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than such companies’ memorandum and articles of association, any special resolutions and the register of mortgages and charges) or to obtain copies of lists of shareholders of these companies. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies. Our directors have discretion under our memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

 

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We rely on certain corporate governance exemptions as described in Item 16G (Corporate Governance) of this annual report which permit us to follow our home country practices. Consequently, our shareholders may be afforded less or different protections than they otherwise would under the rules and regulations applicable to U.S. domestic issuers.

 

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

 

Certain judgments obtained against us by our shareholders may not be enforceable.

 

We are a Cayman Islands company, and the majority of our assets are located, and the majority of our operations are conducted outside of the United States. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Norway may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

 

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 for so long as we are an emerging growth company. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering (c) the date on which we have, during the preceding three-year period, issued more than US$1.07 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided by the JOBS Act.

 

 

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.

 

As a Cayman Islands exempted company listed on the Nasdaq, we are subject to Nasdaq corporate governance listing standards which permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required to: (i) have a majority of the board be independent; or (ii) have a compensation committee consisting entirely of independent directors. We rely on certain corporate governance exemptions as described in Item 16G (Corporate Governance) of this annual report. To the extent we choose to follow home country practice in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

 

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

 

the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

 

 

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

 

 

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

 

the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

 

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to continue to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.

 

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote with respect to the ordinary shares.

 

As a holder of ADSs, you will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares. Under our amended and restated memorandum and articles of association, the minimum notice period required for convening a general meeting is seven days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

 

 

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

 

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

 

If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

 

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

 

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

 

You may not receive dividends or other distributions on our ordinary shares, and you may not receive any value for them if it is illegal or impractical to make them available to you.

 

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities underlying your ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

 

 

You may experience dilution of your holdings due to inability to participate in rights offerings.

 

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

 

Item 4. Information on the Company

 

A.           History and Development of the Company

 

We trace our history back to 1996 and the launch of the first version of our “Opera” branded browser software. We have since been a pioneer in redefining the web browsing experience, providing personalized content discovery platforms and offering gaming services for hundreds of millions of global internet users.

 

Opera Limited is an exempted company with limited liability incorporated in March 2018 in the Cayman Islands. We conduct our business mainly through our operating companies, including in particular Opera Norway AS, a private limited liability company incorporated under the laws of Norway. We acquired Opera Norway AS and its subsidiaries on November 3, 2016, for a consideration of US$575.0 million, less working capital adjustments. This acquisition included the business of providing Opera’s mobile and PC web browsers, as well as certain related products and services.

 

We listed our ADSs on the Nasdaq Global Select Market under the symbol “OPRA” on July 27, 2018. One ADS corresponds to two underlying shares in Opera Limited. On August 9, 2018, we completed the initial public offering of 9,600,000 ADSs, and the underwriters exercised their over-allotment option on the same date for the purchase of an additional 334,672 ADSs. We also sold 9,999,998 shares, equivalent to 4,999,999 ADSs, in a concurrent private placement. Our pre-IPO shareholders held 190,250,000 shares, equivalent to 95,125,000 ADSs. Combined, following the IPO, Opera Limited had 220,119,342 shares outstanding, corresponding to 110,059,671 ADSs. On September 24, 2019, we completed a follow-on public offering of an additional 7,500,000 ADSs, and the underwriters later exercised their over-allotment option for the purchase of an additional 1,125,000 ADSs, which was completed on October 16, 2020. As of the date of this report, net of separately announced repurchases of our own shares and the exercise of employee equity grants, a total of 230,270,360 shares are outstanding, equivalent to 115,135,180 ADSs.

 

Our company is a holding company that does not have substantive operations. We conduct our principal activities through our subsidiaries. Our principal executive offices are located at Vitaminveien 4, 0485 Oslo, Norway. Our telephone number at this address is +47 23 69 24 00. Our principal website is www.opera.com. The information contained on our website is not a part of this annual report.

 

 

B.           Business overview

 

Overview

 

Opera is a leading global internet brand with a large, engaged and growing base reaching over 358 million average monthly active users in 2021. Building on over 25 years of innovation, starting with our browser products, we are increasingly leveraging our brand as well as our massive and engaged user base in order to expand our offerings and our business. Today, we offer users around the globe a range of products and services that include a variety of PC and mobile browsers, our Opera Gaming portals and development tools, our Opera News content recommendation products, and a number of e-commerce products and services.

 

Opera launched one of the first PC browsers in 1996 and introduced the world’s first full web browser for mobile phones in 2002. Since then, Opera has remained an innovator in the browser space, launching features including tabbed browsing, data savings, PC/mobile sync, and numerous features focused on privacy and security, including ad blocking and a built-in VPN. Today, our browser products include Opera Mini, Opera Browser for Android and iOS, Opera for Computers, Opera GX and Opera GX Mobile, separate browsers tailored for gamers. The newest addition to our family of browsers is the beta release of a Web3-centric browser for PC and mobile which is tailored for crypto enthusiasts. These products had approximately 310 million average MAUs in 2021.

 

The browser is an increasingly strategic application -- often serving as an access point for content, e-commerce, gaming and fintech activities on the internet, and Opera is utilizing this strategic position to launch and scale new offerings.

 

Opera Gaming, our emerging video game focused division, started with Opera GX, a browser tailored for gamers. We launched our GX Browser for PCs in the second quarter of 2019 followed by a mobile version in May 2021. In early 2021, we purchased GameMaker Studio, which allows anyone to develop a video game in a low-code environment. Building on the strength of our GX browser user base and the community of developers using GameMaker Studio, in September 2021 we launched GXC, a gaming portal which allows gamers to find and play games developed using GameMaker Studio. In 2021, Opera GX had 10 million MAUs and GX Mobile had 2 million MAUs.

 

Opera News, our AI-driven content platform enabled by big data technologies, was launched in 2017, initially as part of our browser and later as a stand-alone app, leveraging our large user base and well-known brand in order to deliver a personalized and relevant content experience at scale. To ensure access to compelling content, Opera News Hub was launched to enable local content creators to publish exclusive content on our platform, which has helped grow engagement on the service by increasing page views and time spent. Since the initial launch of Opera News, we have expanded the platform to offer customized experiences for particular verticals, such as football (soccer) fans. Today, Opera News is offered in a number of customizations and under a variety of brands, most notably Apex News, which collectively make it one of the most downloaded and used global news applications. In 2021, Opera News had an average of 203 million MAUs, which included 45 million MAUs from standalone news apps.

 

We intend to continue to leverage our brand as well as our large and engaged user base to launch additional consumer facing products in the future. In addition to our efforts around Opera News and taking deeper measures in certain high-value verticals such as gaming, we have begun to launch Web3 and e-commerce products including the “Dify” cashback feature that will allow browser users to reap rewards from their online shopping.

 

Our Products and Users

 

Our products include: (i) Opera Browsers – the web browsers Opera Mini, Opera Browser for Android and iOS, Opera for Computers, and the Opera GX and Web3-centric browser for PCs and mobile; (ii) Opera Gaming – which builds on the success of Opera GX with the GXC gaming portal and the GameMaker Studio 2 video game development engine; (iii) the personalized Opera News content aggregation and recommendation platform; (iv) our cashback, coupon and video on demand e-commerce offerings, and (v) the intelligent online marketing platform Opera Ads. Our cloud-based technologies enable hundreds of millions of users to discover and interact with the content and services that matter most to them. The application of leading AI-powered technologies and advanced data analytics and the recommendation engine built into our browsers and news apps, and other products and services, give our users a better, faster and more personalized online experience and enable advertisers to target relevant users in a more precise way.

 

 

Our PC browsers: Opera for Computers and Opera GX

 

Opera for Computers is one of the most innovative and differentiated PC browsers on the market, catering to the high-end user segment that requires performance and features beyond those offered by the default system browsers on Windows, MacOS and Chrome OS. Opera for Computers uses an Opera-tuned version of the Chromium browsing engine carefully optimized for performance metrics such as speed and laptop battery consumption. In addition, we provide users with unique features that are not found in other major web browsers, including a free, built-in VPN service that enhances user privacy and security, especially for laptops on public networks, subject to compliance with relevant local regulatory requirements. The browser also includes a native ad block feature that increases page loading speeds by up to five times. Our PC browser makes it easier to shop online with built-in currency and foreign unit conversion, and makes communication easier by embedding social network services such as Facebook Messenger, WhatsApp, Instagram, Telegram and Twitter in the browser’s sidebar. In 2021, we continued to add features and functionality to our Opera for Computers offering.

 

In July 2021, we became the world’s first alternative browser optimized for Chromebooks. Opera on Chrome OS comes with a set of unique features previously unavailable on the Chrome OS platform, including built-in messengers, a free, unlimited built-in VPN, ad blocking and tracker blocking, protection from annoying GDPR-related cookie dialogs as well as a built-in crypto wallet.

 

Opera GX, which launched in the second quarter of 2019, is a web browser tailored for gamers. Opera GX allows PC gamers to customize and tune their browsers to improve their gaming experience. In September 2019, Opera GX won the Red Dot Award in the Interface and User Experience Design category. Features such as GX Control and embedding Twitch in the browser differentiates GX from Opera for Computers. Since its launch it has grown rapidly with strong user engagement, reaching over 13 million MAUs in 2021.

 

Our PC browser (including Opera GX) users

 

We have a large and active global PC user base with 77 million average MAUs in 2021. Our PC browser user base has historically been prominent in regions that value our innovations in browser technology and more recently in regions where gaming is particularly popular. As a result, our strongest GX region has been Europe, representing 31% of our user base. In addition, we have experienced significant growth in other geographies such as the Americas in 2021, in which our PC browser user base has reached over 12 million MAUs with a 16% year over year growth.

 

Our Mobile Browsers: Opera Browser for Android, Opera Browser for iOS, Opera GX Mobile and Opera Mini,

 

Our mobile browser products currently include Opera Browser for Android and iOS, Opera GX Mobile and Opera Mini, as well as an early access version of a Web3-centric mobile browser. Our mobile browser products are fast and optimized for mobile browsing. All mobile browsers come with native ad blockers, which provide users with the option to further increase browser speed by blocking ads that are often slow and intrusive.

 

Launched in 2013, the Opera Browser for Android is our flagship Android smartphone browser. It comes with a full browser engine, based on the Chromium project, and a user-friendly interface designed to give users a fast browsing experience on high-end smartphones. Opera for Android is a powerful and feature-rich browser, optimized for mobile phones with larger screens and tablets. In December 2018, Opera for Android became the first browser to feature an integrated Crypto Wallet, making it easy to use Ethereum based cryptocurrencies and blockchain powered web applications. The browser also enables users to block annoying cookie dialogs, and in March 2019, the browser became the first major mobile browser to ship with an integrated VPN solution.

 

We launched the iOS version of the Opera Browser in the fourth quarter of 2018, at the time branded as Opera Touch. Opera Browser for iOS is designed for mobile phone users to engage with the browser with one hand while they are on the move. The browser has won both the Red Dot Award in Communication Design 2018 and the iF DESIGN AWARD 2019 for its unique design and usability. Opera for iOS offers a rich feature set including a native ad-blocker, a Crypto Wallet and the Flow syncing feature that enables users to continue browsing across their devices. In March 2021, we rebranded our award-winning browser Opera Touch on iOS and changed its name to Opera. This rebranding marks a new milestone for us; unifying our brand and products across all platforms to offer users a seamless browsing experience on all their devices.

 

 

In May 2021, we announced the launch of Opera GX Mobile – the world’s first mobile browser designed specifically for gamers. Opera GX Mobile users enjoy custom navigation with the Fast Action Button, or FAB, using vibration and haptic feedback. This browser won two Red Dot Awards in 2021 in both the Apps and Interface and User Experience design: Mobile UIs category. Users are also getting the ability to sync mobile and PC experiences through the Flow feature, which enables gamers to share walkthroughs, tutorials and character builds between devices, and getting instant access to GX corner – a unique space on GX Mobile’s home screen featuring the latest gaming news, deals and a game release calendar. Opera GX Mobile also distinguishes itself with a unique gaming-inspired design supporting different color themes. Since launching, GX Mobile has experienced rapid growth, already serving 2 million MAUs in 2021.

 

First launched in 2006, Opera Mini is a mobile browser that provides a faster browser experience on practically any Android smartphone or feature phone. Through the application of advanced data compression and savings technologies, Opera Mini has enabled hundreds of millions of users around the world to access the internet through their mobile devices, providing a reliable browsing experience regardless of their network conditions. Opera Mini is a cloud-based browser that is fast to install and takes up very little space on a user’s mobile phone. When browsing with Opera Mini, the data traffic can go through Opera servers, which compress web pages, including text and images, towards only 10% of their original size, reducing the amount of data that needs to be sent over mobile networks that are often congested. Moreover, the reduced data traffic consumption can provide users with a significantly lower data cost compared to the default browser found on their phones. Opera Mini averaged 163 million users worldwide during 2021, with over 100 million MAU in its Android version alone. In addition, Opera is one of the most widely used mobile browsers in emerging markets according to Statcounter. In February 2021, we launched Hype, an in-browser chat service for Opera Mini users in South Africa, Zambia and Ghana. This product reached over 600 thousand MAUs in 2021. Hype messenger won a Red Dot Award in the Apps: Social Networking category in 2021.

 

Our mobile browser users

 

Our mobile browser user base reached 233 million average MAUs in 2021, of which 173 million were smartphone users and 60 million were feature phone users. In 2021, we continued to reduce acquisition spend in South Asia, a low ARPU region, while reallocating those resources to growing our users in high ARPU markets such as North America and Western Europe.

 

Our gaming initiative: Opera Gaming

 

Building on the success of Opera GX, Opera is developing a community of gamers and game creators. This included creating the Opera Gaming division following the acquisition of YoYo Games in January 2021, the owner of GameMaker Studio, a 2D gaming development platform. The focus of Opera Gaming will be to grow the user base of Opera GX and build increased functionality within and outside the Opera GX browser, using GameMaker Studio.

 

GameMaker Studio provides game creators with a complete set of tools to create games for any platform. In the third quarter of 2021 Opera made it free for creators to develop games with GameMaker Studio and publish those games to Opera GX. In November 2021 we launched GXC, a portal connecting our Opera GX browser users with the games created by developers using our GameMaker Studio development platform. GXC gives users instant access to over 1,000 games directly from Opera GX. By bringing Opera GX and GameMaker Studio 2 together, the GXC portal seeks to make creating, sharing and playing games as quick and easy as posting on social media.

 

Our AI-powered news and content recommendations service: Opera News

 

Leveraging our massive user base and innovation capability, we launched the Opera News service in January 2017. Opera News is our AI-powered personalized news discovery and aggregation service. The service is both featured prominently as part of our browsers, and also made available as a standalone app and website. By providing AI-powered news and content recommendations, we have increased both user activity and the amount of time users spend in our online ecosystem.

 

 

Key Opera News Features

 

We use our proprietary AI technologies to curate and intelligently recommend news, articles, videos and other online content that may be of interest to our users. Users can conveniently access this content through real-time intelligent ranking, top news and push notification features. Moreover, Opera News utilizes natural language processing and other technologies to quickly process linguistic differences and nuances to assess and recommend online content across different languages and cultures. When using an Opera product powered by our AI recommendation engine, people can efficiently discover and share online content that appeals to them.

 

We continue to improve Opera News, adding new features and functions for our users as well as improving the attractiveness of the platform for content creators and publishers. In September 2019, we launched Opera News Hub in Nigeria and then expanded to additional markets in 2020 and 2021. The Opera News Hub platform enables content creators to self-publish and monetize their content through our Opera News channels, which has enabled us to attract increasingly local content. At the same time, we have sought to increase the number of mainstream news publishers distributing content on the Opera News platform. To enable publishers to build audience loyalty, we have added features for users to follow specific publishers and receive notifications when they submit new content. Users can also create custom feeds to receive content from their preferred publishers and content categories.

 

Building upon the success of Opera News, we rolled out Opera Football in 2021. This website and related apps use the AI technology developed for Opera News, with a filter in place to highlight only the news about a specific vertical, in this case football (soccer). In addition to the filter, Opera Football is given a design aesthetic that gives the apps and website a unique look. We believe there are opportunities for additional sports and other verticals that Opera can offer leveraging the already developed Opera News AI technology.

 

Our Opera News users

 

Growing the size of our Opera News user base and increasing engagement is one of our strategic priorities. Since its launch in January 2017, its user base reached 203 million average MAUs in 2021 across those users that accessed Opera News from Opera browsers and those that accessed it from dedicated Opera News apps or websites. The Opera News apps reached an average of 45 million in MAUs in 2021. In light of the strong adoption of Opera News in emerging markets, in 2021, we entered into additional markets including the United States, France and Germany, and we have seen initial success in terms of both user growth and corresponding revenue from these users. Generally speaking, users in these markets monetize at a significantly higher rate than those in the initial Opera News markets.

 

Our E-Commerce initiatives

 

We launched a browser-based cashback offering branded “Dify” that provides financial rewards to Opera users for certain online transactions. The Dify cashback service aims to provide Opera’s users with an integrated, seamless, non-intrusive cashback experience inside their browser. The cashback service was initially offered in Spain and then rolled out to Polish users in October 2021. Dify cashback features hundreds of shops including brands such as PC Componentes, AliExpress, and Shein.

 

In December 2021, Opera announced a collaboration with Butter, a Buy-Now-Pay-Later (BNPL) platform regulated by the UK Financial Conduct Authority FCA. Through a partnership with Butter, Opera will enable a more seamless user experience for UK based shoppers in Opera’s browser. Butter’s Buy-Now-Pay-Later extension will give millions of UK consumers the possibility to spread payments on any e-commerce product purchased using an Opera browser. Opera has discontinued its Dify wallet and buy-now-pay later (BNPL) offering in Spain in favor of partnering with third parties.

 

We intend to continue exploring business opportunities through various e-commerce initiatives. For example, we have an initiative for offering online shopping coupons in certain markets and in December 2021 we began beta testing of Loomi by Opera, a video streaming platform for Poland.

 

 

Our Web3 initiatives

 

In 2018, we introduced a Crypto Wallet inside our browsers, enabling access to a new generation of blockchain-based Web 3 applications. This allows users to interact with these applications, send or receive various kinds of cryptocurrencies to sites and users, as well as identify themselves to sites and hold unique digital items from blockchain-based games. As of March 2022, Opera supports several blockchains including Bitcoin, Celo, Ethereum, IXO, Nervos, Polygon and Solana. In addition, we announced in June 2021 that we integrate Celo Native Asset, or CELO, Celo Dollar, or cUSD, and Celo Euro, or cEUR stablecoins in our Crypto Wallet. cUSD and cEUR are the first stablecoins to be added to Opera browser’s built-in crypto wallet, mitigating cryptocurrency volatility.

 

We have integrated with DeversiFi to enable our wallet users to be able to transact with Ethereum Layer 2 directly. We have partnered with Gala Games, a successful blockchain gaming platform, to create carbon-neutral NFTs that were auctioned for charity, and plan for a new player initiative in the upcoming blockchain role playing game, Mirandus, which will redefine the traditional gaming model by giving players greater control than ever over in-game economy.

 

Building on our tradition of creating bespoke browsing experiences, in January 2022 we launched a public beta of browsers for PC and mobile that are tailored to provide crypto enthusiasts a gateway to web3 and crypto.

 

Our intelligent online marketing platforms: Opera Ads

 

Opera Ads is our inhouse advertising platform optimized for serving our owned & operated inventory targeting digital agencies, advertisers and brands to connect and engage directly with Opera users through both programmatic and traditional advertising solutions. The Opera Ads offering is an important part of our monetization strategy aimed at growing our average revenue per user and it builds on top of our existing search and affiliate monetization partnerships with companies such as Google and Amazon.

 

The Opera Ads platform was extended in 2021 with our self-serve advertising platform, Opera Ads Manager, which connects with partner inventories via real time bidding offering our advertising partners an audience extension and incremental reach for their campaigns. Opera Ads Manager is designed to create, manage, and report on digital advertising campaigns in one place allowing advertisers to reach customers in all phases of their journey from discovery to conversion.

 

Our partners

 

We partner with companies that benefit from our online marketing and advertising services, including search engines, e-commerce and travel providers and digital advertising platforms. Through placement of shortcuts, or “Speed Dials”, and advertisements in our browsers and apps, we have the ability to direct traffic to the websites of both global and local partners that provide services to our users. These companies pay us either for referring traffic to them or for displaying their advertisements.

 

Search Providers

 

We partner with internet search providers like Google and Yandex and have worked closely with them for over 15 years. These partnerships make available best-in-class search technology to our users and enhance the visibility of our brand. We share the revenue generated by our search partners when our users conduct searches initiated within the URL bar, default search page or search boxes embedded in our PC and mobile browsers.

 

We have had a search distribution agreement with Google since 2001. We entered into our current search distribution agreement with Google in 2012 and have recently extended the term of that agreement until December 31, 2024. Google may also extend the term by an additional 12-month period by providing 30 days written notice to us. We have had a search partner agreement with Yandex since 2007. We entered into our current partner agreement with Yandex in 2012 with a five-year initial term. The initial term has subsequently been extended twice and now extends until April 2023. Following the initial term, the partner agreement automatically renews for additional two-year periods unless written notice is given by either party at least 30 days prior to the automatic renewal. Our agreements with Google and Yandex are subject to customary events of default, including failure to make payments, material breach, liquidation, as well as other termination trigger events as provided therein.

 

 

E-commerce and online travel agencies

 

We work closely with large, global e-commerce and online travel agencies, such as Amazon, eBay, Aliexpress, and Booking.com, as well as strong local brands like Flipkart, Tokopedia and others. The value of these partnerships continues to rise through increased user engagement with such popular services within our browsers, as well as deeper integration of services and our AI technology, which allows for more accurate suggestions, price comparisons, personalized landing pages and one-click purchases.

 

We earn revenue from transactions initiated by our directed users via links provided on our Speed Dial homepage and other advertisements, typically in the form of a defined share of the revenue generated by these service providers.

 

Digital advertising platforms

 

We have established relationships with leading digital advertising platforms such as Google AdSense, AdMob by Google, Audience Network by Facebook and others.

 

We allow these digital advertising platforms to display their advertisements on our browsers and recognize revenue based on the amounts we are entitled to receive from such advertising partners. We also sell select premium advertising placements, such as banners, interstitials, videos, sponsored articles and notifications to global and local advertisers.

 

Content Providers

 

In addition to monetization partners, we have formed strong relationships with high profile media companies, while also focusing on regional and local content providers in key markets in Africa, Europe and USA. These relationships enable us to obtain comprehensive news and other content that we can make available to users on our platform, provide more publicity for our content provider partners and generate revenues through the placement of advertising within our news service. Further, we are increasingly focused on the creation of exclusive local content through Opera News Hub. We also analyze users’ behavior to improve the relevance of the news stories and advertisements that we show to each user based on their preferences.

 

Marketing & Distribution

 

We also partner with device manufacturers and mobile network operators to promote and distribute our products. We have long-term relationships with device manufacturers to ensure cost-efficient and reliable distribution benefitting both these distribution partners and us. In addition, we partner with mobile network operators in Africa for joint marketing campaigns. These campaigns promote the data savings features of our mobile browsers on our operator partner’s network, while providing free or reduced cost browsing to the consumer for a limited time.

 

Technology

 

Technology is key to our success as it enables us to innovate, improve our users’ experience and operate our business more efficiently. Our technology team is composed of highly skilled engineers, computer scientists and technicians whose expertise spans a wide range of areas. As of December 31, 2021, we employed a team of approximately 435 engineering and data analytics personnel, mainly located in Poland, China, Sweden and the UK, engaged in building our technology platform and developing new Opera products and services in our core businesses as well as newer initiatives such as payments or gaming.

 

Artificial Intelligence

 

Through AI technologies, we have transformed our browsers and other products and services into an AI-powered content discovery and recommendation platform that provides our users with personalized news, videos and other online content. We leverage data from our existing user base and technologies, such as natural language processing, computer visioning and image recognition, deep learning and collaborative filtering, to develop our AI-powered content discovery and recommendation platform that we integrate into a variety of our products and services. Our AI platform evaluates billions of potentially correlated data points between each item of online content and each individual user to provide personalized content recommendations of high interest to our users.

 

 

Our key AI technologies implement the following powerful features:

 

 

Natural Language Processing. We use natural language processing, or NLP, and deep learning models to analyze, sort, extract, classify, process and better understand news content. Using NLP, we can quickly incorporate new languages into our AI-powered content discovery and recommendation platform. Our deep learning models, which include few-shot and zero-shot learning multilingual models, billion parameters bert-based pretrained models and knowledge graph embedding, help us to extract key entities, topics and other semantics tags. We can also find connections between top news, celebrities and other news elements, extract timeline and history of important events automatically.

 

 

Computer Vision for Images and Videos. We analyze the images and videos that are associated with online text to better understand the content and optimize our recommendation engines. Deep learning is at the core of our image and video understanding technologies. Our deep learning convolutional neural network-based models analyze images and videos frame-by-frame and classify them into content categories that our recommendation engine refers to when recommending content to users.

 

 

Personalized Multi-Objective Ranking Model. On the basis of the personalized click prediction model (a large-scale deep neural network), we have developed a personalized multi-objective prediction model, which not only predict the click probability of a user to a certain news article, but also predict the reading time and whether the user will like/share the news or subscribe to the author, thereby better reflecting the user's satisfaction with the recommended content. This is a multi-objective neural network model with tens of billions of features, trained in real time based on user interactions.

 

 

Deep Reinforcement Learning Recommendation. By applying the improved version of Deep Deterministic Policy Gradient, or DDPG, the machine learning algorithm no longer only optimizes the reward of the current recommended content, but also optimizes the total reward of a series of user interactions in a session. Such objective function leads to deeper reading interactions and also represents an increase in reading satisfaction.

 

 

Big Data Capabilities. We are able to quickly develop and scale our presence across different geographies, languages and cultures utilizing our big data capabilities. We have multiple data centers distributed across four continents that support massive petabyte-level distributed data storage and allow us to process in real-time hundreds of terabytes of data related to our users every day. We use data mining and analytics technologies to find patterns in the large amounts of data we collect, which helps us to understand our users and provide them with better content recommendations

 

Cloud Compression Technologies

 

Our compression technologies, Turbo and Opera Binary Markup Language, or OBML, are advanced compression technologies that are built into our apps to optimize data traffic and connection times for our users. These technologies allow our browsers to load web pages faster by downloading less data. Today, Turbo is our standard compression mode for high-end smartphones and computers, while OBML, adapted exclusively for Opera Mini, provides an extreme compression mode, which compresses web content by up to 90%, providing a good web browsing experience even on the most limited mobile data networks.

 

 

Network Infrastructure

 

We have built a reliable and secure network infrastructure that will fully support our operations. Our physical network infrastructure utilizes our data centers that are linked with high-speed networking. We have developed our architecture to work effectively in a flexible cloud environment that has a high degree of elasticity. Our automatic provisioning tools have enabled us to increase our storage and computing capacity in a short period of time in response to increasing demand for our services. Our proprietary network application protocols ensure fast and reliable mobile communications under different network conditions in the various markets where we operate. The aim is to provide a consistent user experience across different devices, operating systems, carriers and network environments.

 

As of December 31, 2021, we owned approximately 5,600 servers in nine internet data centers located in The Netherlands (two locations), Russia, the United States (two locations), Singapore, Kenya, South Africa and Nigeria. As of December 31, 2021, our data centers had a total connectivity bandwidth of 380 Gbps max throughput, 250 Gbps daily peak.

 

Our Investments

 

Our business includes investments in certain associates, joint ventures and other companies.

 

OPay Limited, or OPay, an investee in which we currently hold a 6.44% equity interest, is a mobile payment fintech company that focuses on emerging markets, with Nigeria and Egypt as initial key markets. OPay provides online and offline payments, and digital wallet services leveraging AI, big data and other fintech innovations, thus helping countries in emerging markets transform into cashless societies. As of December 31, 2021, our investment in OPay is treated as held for sale pursuant to a divestment plan authorized by the board of directors of the Company.

 

nHorizon Innovation (Beijing) Software Ltd., or nHorizon, a joint venture in which we have a 29.1% equity interest, operates an Opera browser in China. nHorizon’s monetization partners include Baidu, Sogou and others. nHorizon consists of nHorizon Innovation (Beijing) Software Limited and nHorizon Infinite (Beijing) Software Limited.

 

AB Fjord Bank”, or Fjord Bank, an investee in which we invested EUR 0.8 million in January 2021 in exchange for shares representing an ownership interest of 6.1% as of year-end 2021, operates as a licensed specialized bank and has launched operations with an online offering which includes fixed deposits and consumer lending business in the Lithuanian market.

 

Historically, we owned a 42.35% equity interest in NanoCred Cayman Co. Limited, or Nanobank, and a 19.35% equity interest in Star Group Interactive Inc., or Star X (formerly known as StarMaker). Nanobank was formed in August 2020 by merging Opera’s emerging market fintech business with a similar business of Mobimagic. Nanobank offers microlending and other services in Africa, Latin America, South Asia and Southeast Asia. Star X is a technology-driven company focused on audio-centric social networking, which is popular in emerging markets like Southeast Asia and the Middle East. As of December 31, 2021, our investments in Nanobank and Star X were treated as held for sale pursuant to a divestment plan authorized by the board of directors of the Company. On March 22, 2022, we announced the sale of our entire equity interest in Nanobank to an undisclosed third-party buyer for $127.1 million in cash, payable in eight equal quarterly installments over the next two years, and on April 21, 2022, we announced the sale of our entire equity interest in Star X to Kunlun Tech for US$83.5 million in cash, of which US$28.4 million is due within ten business days after the close of the transaction while the remaining consideration is due in two equal installments by December 31st of 2023 and 2024 with no contingencies. 

 

 

User Privacy and Safety

 

The vitality and integrity of our user base is the cornerstone of our business. We dedicate significant resources to the goal of strengthening our user base through developing and implementing programs designed to protect user privacy, promote a safe environment, and ensure the security of user data. We also implement unique features in our products to protect users’ online digital presence, such as a free, no-log VPN service, native ad blocking and anti-tracking options.

 

Our privacy statements seek to describe our data use practices and how privacy works on our platforms in a user-friendly manner. We provide users with adequate notice as to what data is being collected and undertake to manage and use the data collected in accordance with applicable laws. We consider the protection of the personal privacy of each of our users to be of paramount importance.

 

We continuously strive to prevent unauthorized use, loss or leak of user data. In addition, we use a variety of technologies to protect the data with which we are entrusted and have a team of privacy professionals dedicated to the ongoing review and monitoring of data security practices. For example, we strictly limit the number of personnel who can access servers that store user data. For our external interfaces, we also utilize demilitarized zones and firewalls to protect against potential attacks or unauthorized access.

 

Product Marketing and Distribution

 

For the majority of our products and services, the main source of marketing is “word-of-mouth” from our large user base. The trust and reliance that our users place in us is a key growth driver of our business, since prospective users that hear positive feedback from their friends and colleagues about our products and services are more likely to try them.

 

In 2021, organic installs were our most important channel for new user acquisition, representing approximately 73% of our new smartphone users. In parallel, we cooperate with industry partners to promote our products. [See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.”] In 2021, approximately 6% of new smartphone users originated from our paid online promotions.

 

Our products are available through our official website, www.opera.com, as well as Google Play, Apple’s App Store, and other online app marketplaces.

 

Competition

 

We face intense competition with regard to all of the products and services we offer. In the browser space, we generally compete with other global browser developers, including companies such as Google (Chrome browser), Apple (Safari browser), Microsoft (Edge and Internet Explorer browsers) and Samsung that distribute their browsers via proprietary operating systems and devices, and with other regional internet companies that have strong positions in particular countries. For many internet users that default browser is sufficient, and we often have to compete for users who have decided that they want to choose which browser is on their devices. For those users we also have to compete with smaller, independent browser companies such as Firefox or DuckDuckGo.

 

In the content space, we face competition from other internet companies promoting their own content products and services globally, including Google, Apple and Facebook, and traditional media such as global or regional newspapers and magazines. Unlike some other large competitors, we have historically focused on key growth markets outside North America, which enables us to integrate unique content to local Opera News users via our evolving AI-powered content discovery and recommendation platform. However, we expect to increasingly compete with digital media properties and other AI based news offerings as we continue to expand Opera News into development markets. In addition, we compete with all major internet companies for users’ time and engagement.

 

Seasonality

 

See “Item 3. Key Information —D. Risk Factors— Our results of operations are subject to seasonal fluctuations due to a number of factors.”

 

 

Intellectual Property

 

We regard our patents, copyrights, service marks, trademarks, trade secrets and other intellectual properties as critical to our success. We rely on patents, trademarks, and copyrights, trade secret protection, and non-competition, confidentiality, and license agreements with our employees, customers, partners and others to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual properties without authorization. Furthermore, the validity, enforceability and scope of protection of intellectual property rights in internet-related industries are uncertain and still evolving.

 

As of December 31, 2021, we had over 190 active registrations or pending applications for the OPERA, Opera with Red O (both old and new versions) and OPERA SOFTWARE trademarks in over 90 countries, and for our red “O” logo in over 80 countries. We are also seeking trademark protections for certain of our other brands. Opera has a patent portfolio that includes more than 20 patents issued in the United States as well as certain international patent registrations. In addition, as of December 31, 2021, we had hundreds of registered domain names related to our business.

 

Regulations

 

Norwegian Regulations on Intellectual Property Rights

 

Norway adheres to key international agreements for the protection of intellectual property rights, hereunder the Paris Convention for the Protection of Industrial Property, Berne Convention, Universal Copyright Convention of 1952, the Rome Convention and the TRIPS agreement.

 

The main acts governing intellectual property rights in Norway are the Patents Act of December 15, 1967, Designs Act of March 14, 2003, Trademarks Act of March 26, 2010, Copyrights Act of June 15, 2018, and Marketing Act of January 9, 2009. The latter also protects trade secrets.

 

Trademarks, designs and patents shall be registered upon application to the Norwegian Industrial Property Office, or the NIPO, in order to be valid in Norway. Patent applications which have been granted at the European Patent Office can be validated in Norway upon application to the NIPO.

 

Regulations on Data Protection and Information Security

 

The principal data protection legislation in Norway is the Personal Data Act of June 15, 2018, no. 38. The Personal Data Act implements 2016/679/EU - General Data Protection Regulation, or GDPR, in its entirety. The purpose of the act is to protect natural persons from violation of their right to privacy through the processing of personal data. Broadly speaking, the GDPR applies to the processing of personal data conducted by companies established in the European Economic Area, or EEA, and to the processing of personal data of data subjects in the EEA, where the processing is linked to offering services to such data subjects or monitoring their behavior.

 

A significant number of the users of our products are in the EEA and we also serve certain of our users from our business establishment in Norway, and consequently our processing of the personal data of such users is subject to the GDPR. Since the Court of Justice for the European Union handed down its judgment in Schrems II in 2020, data protection authorities in Ireland, France, Germany, and elsewhere have levied significant fines against various technology companies for GDPR violations. The European Data Protection Board has also indicated that international transfers of personal data should be subject to heightened scrutiny (as evidenced by its new set of standard contractual clauses for such transfers and associated guidance). Furthermore, a new E-Privacy Regulation (replacing the 2002 E-Privacy Directive) is being debated in the European Union. As a result, we anticipate that on-going developments in European data protection and privacy laws and practices will continue to affect our business and impact our products.

 

In the last few years many additional jurisdictions, including Nigeria, Kenya, China and Russia, have enacted or updated data privacy or data localization laws. For example, the Nigeria Data Protection Regulation of 2019, or the NDPR, was adopted based on the GDPR but applies to the personal data of Nigerians. Under NDPR, entities collecting the personal data of Nigerians must register with Nigeria’s National Information Technology Development Agency and submit to the agency the results of annual data privacy audits conducted by registered data privacy auditors. We anticipate continued developments in data protection, privacy and data localization rules in various countries which will continue to affect our business and impact our products.

 

 

Regulations Relating to Content Recommendation

 

Our Opera News content discovery and recommendation platform is available in a wide variety of markets worldwide. In recent years, several countries have adopted regulatory regimes for news aggregation services requiring local registration or licensing, in some cases enabling more effective governmental restrictions on their citizens’ access to certain categories of information. In Western markets some countries have adopted legislation expanding publishers’ copyright entitlements on digital platforms including search engines, social media and content recommendation platforms. Australia and France, for example, have adopted laws which afford publishers of digital media the right to receive payment for use of their content in search results or content recommendations. There has also been an increased emphasis on the veracity of online news reports, with the increasing social expectation that content platforms and aggregators will take steps to prevent the dissemination of “fake news.” In short, content aggregation is becoming regulated, and we anticipate that we will be subject to an increasingly diverse and fragmented regulatory environment over time.

 

European Licensure and AML Regulations

 

Certain of our subsidiaries operate or may come to operate in regulated financial services or crypto markets under licenses issued by regulatory bodies in Europe or elsewhere. Under these regulatory regimes, the relevant national regulator may conduct a “fit and proper” evaluation of all major, direct or indirect shareholders and require that any shareholder intending to acquire beneficial ownership of 10% or more of our company must first obtain pre-approval from the regulator. Such major shareholders must also seek pre-approval of any additional major increase in shareholding and give notice of any major decrease in shareholding. Our company has, for example, a subsidiary in Lichtenstein licensed by the Liechtenstein Financial Market Authority. Under applicable law, any shareholder intending to acquire 10% or more of our company must first obtain the prior approval of this regulator. We may, moreover, expand our European financial services or crypto initiatives to additional jurisdictions within the EEA with operations which may require similar pre-approvals for additional regulators.

 

Our European financial services and crypto initiatives may be subject to regulations intended to prevent and detect money laundering and terrorist financing, or AML Regulations. Such AML Regulations are generally based on the EU’s Fourth Money Laundering Directive (Directive EU 2015/849), Fifth Money Laundering Directive (Directive EU 2018/843) and FATF Recommendations. Reporting entities under such legislation are obliged to apply a risk-based approach when determining measures against money laundering and terrorist financing, including the performance of required customer due diligence measures. If a reporting entity detects circumstances which may indicate that funds are associated with money laundering or terrorist financing, further examinations shall be conducted. If the reporting entity after such examinations suspects that funds are the proceeds of a criminal activity, or are related to terrorist financing, it is required to report its suspicions to appropriate authorities. At present, we have subsidiaries which are reporting entities under the AML Regulations of the United Kingdom and Lichtenstein. We may expand our European financial services initiatives to additional jurisdictions within the EEA in the future and may then have reporting entities in such additional jurisdictions for purposes of compliance with the applicable AML Regulations of such jurisdictions.

 

 

C.           Organizational Structure

 

The chart below summarizes our corporate structure and identifies all our subsidiaries and their places of incorporation as of the date of this annual report:

 

chart01.jpg

 

Notes:

(1) 20% held by nominee shareholders.

(2) 1 share held by an additional Opera group entity.

(3) Variable interest entity, or VIE, contractually controlled by Opera Software International AS.

 

D.           Property, Plants and Equipment

 

Our corporate headquarters is located in Oslo, Norway. Our principal technical development facilities are located in Wroclaw, Poland, Dundee, Scotland, Beijing, China and both Linköping and Gothenburg, Sweden. We also have offices in Nigeria, India, Ireland, France, Germany, Spain, England, South Africa and Kenya among other countries.

 

Our servers are hosted in leased data centers, primarily in the Netherlands, the United States, Nigeria, Kenya, South Africa, Singapore and, from Q1 2022, also in Canada. The data centers in our network are owned and maintained for us by major domestic and international data center providers. We generally enter into leasing and hosting service agreements with renewal terms that range from one to three years.

 

Item 4A. Unresolved Staff Comments

 

None.

 

 

Item 5. Operating and Financial Review and Prospects

 

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Item 3. Key InformationD. Risk Factors and elsewhere in this annual report.

 

For discussion related to our financial condition, changes in financial condition, and results of operations for 2020 compared to 2019, refer to Item 5.A. - Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which was filed with the SEC on June 11, 2021.

 

A.           Operating Results

 

Executive Overview of Full Year 2021 results

 

 

Total revenue was US$251.0 million, an increase of 52%, compared to 2020.

 

Search revenue was US$122.0 million, an increase of 45%, compared to 2020.

 

Advertising revenue was US$123.9 million, an increase of 73%, compared to 2020.

 

Net loss was US$44.0 million, versus net income of US$179.2 million in 2020.

 

Adjusted EBITDA was US$29.0 million, an increase of 16%, compared to 2020.

 

The 52% revenue increase from 2020 to 2021, corresponding to an increase of US$85.9 million in absolute amount, was driven by increased monetization on a per-user basis, a result of both underlying demand and pricing factors as well as the growth of our browser and news user bases in western markets. We recorded substantial increases in both search and advertising revenues for 2021 which however was partially offset by a decline in technology licensing and other revenue following reduced engineering services provided to our business partners.

 

Expenses and other items that are included in the calculation of adjusted EBITDA increased by US$81.9 million, or 58%, primarily a result of the US$73.1 million, or 153%, increase in marketing and distribution expenses. This increase was a consequence of our decision to invest more heavily in the user growth of our products in western markets and thereby accelerate our revenue growth. As a result, our adjusted EBITDA was US$29.0 million in 2021, marking an increase of 16% compared to 2020.

 

Net loss was US$44.0 million in 2021, which was inclusive of a US$118.2 million impairment of our investment in Nanobank and US$26.0 million as our share of Nanobank’s net loss for the year, both of which largely a consequence of its halting of operations in India. All other items combined had a positive contribution of US$71.2 million to our 2021 net result, as fair value gains from OPay and Star X of US$116.6 million exceeded other cost items such as depreciation and amortization, share-based remuneration and net finance expenses. Net income was US$179.2 million in 2020, which was inclusive of a profit from discontinued operations of US$141.7 million.

 

Cash, cash equivalents and short-term investments in marketable securities totaled $181.0 million as of December 31, 2021, an increase from US$134.2 million as of December 31, 2020. We believe this level of liquidity is sufficient to successfully navigate an extended period of uncertainty. See also “Risk Factors – Risks Related to Our Business and Industry - We face risks related to natural disasters, health epidemics or terrorist attacks, which could significantly disrupt our operations.”

 

 

Impact of COVID-19 Pandemic

 

The COVID-19 pandemic has created significant volatility, uncertainty, and economic disruption. In response to the COVID-19 pandemic, we have taken a number of actions focused on protecting the health and safety of our employees, maintaining business continuity, including providing the ability to work from home for our employees.

 

The full impact of the COVID-19 pandemic on our business, financial condition, and results of operations will depend on numerous evolving factors that we may not be able to accurately predict and that will vary by market, including the duration and scope of the pandemic, including any resurgences, the impact of the pandemic on economic activity, and actions taken by governments, businesses, and individuals in response. We will continue to actively monitor and respond accordingly to the changing conditions created by the pandemic. Please refer to Part I, “Item 3.D. Risk Factors” in this annual report for further discussion of the impact of the COVID-19 pandemic on our business, operating results, and financial condition.

 

Key Metrics

 

We use certain key non-financial metrics to monitor and manage our business, most importantly our product adoption as measured by monthly active users and the average revenue generated by each such active user. We use these indicators to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We believe these indicators provide useful information to investors in understanding and evaluating our operating results in the same manner we do.

 

The following table presents certain of our user metrics for the periods indicated:

 

   

Three months ended (1)

 
   

Mar 31,

2020

   

Jun 30,

2020

   

Sept 30,

2020

   

Dec 31,

2020

   

Mar 31,

2021

   

Jun 30,

2021

   

Sept 30,

2021

   

Dec 31,

2021

 
   

(in millions)

 
                                                                 

Smartphone total average MAUs

    225.1       225.5       243.0       232.7       225.9       220.0       215.6       208.7  

PC browser average MAUs

    67.4       74.8       74.7       78.9       78.6       78.0       74.1       77.3  

Feature phone average MAUs

                                                               

TOTAL MAUs

    353.4       369.3       388.4       381.4       370.6       364.5       351.7       343.1  

Annualized ARPU ($) (2)

    0.41       0.33       0.41       0.51       0.54       0.64       0.75       0.83  

__________________

(1)

Average across the three months included in each period, with each month calculated as of its final day using a 30-day lookback window.

 

(2)

Search and Advertising revenue in the quarter, divided by the quarter’s average MAUs and multiplied by four to annualize.

 

Our total smartphone average MAUs in the three months ended December 31, 2021, was 209 million. This figure comprises 167 million smartphone browser users, and 41 million users of the dedicated Opera News apps.

 

 

Our strategy to focus and expand our marketing and distribution activities in western markets, combined with a reduced spending in certain emerging markets, led to an approximate 10% reduction in the overall total user base from the fourth quarter of 2020 to the same quarter of 2021. However, as can be shown in our annualized ARPU metric, the resulting monetization increase on a per-user basis reached 63% over the fourth quarter of 2020, fueling our strong growth in search and advertising revenues for the same quarter in 2021.

 

Major Factors Affecting Our Results of Operations

 

Our Ability to Maintain and Expand Our User Base, and Maintain and Enhance User Engagement

 

Our user base is important for our revenue generation, both because its sheer size makes us an attractive partner for search and advertising partners, and in terms of directly impacting our user-generated revenues. We have elected to prioritize our user growth efforts on geographies and segments that are most monetizable. This has led to a directional shift in our user base and revenue mix towards more developed markets, with a decline in total MAUs that has been well offset by the increase in ARPU.

 

Our ability to continue to effectively maintain and grow our user base in regions and segments with attractive monetization potential will affect the growth of our business and our revenues going forward. We generate revenues from our business partners, including search providers and advertisers, who are drawn to our platform in part because of the size of our user base, our attractive demographics, and our level of user engagement. Our ability to maintain and enhance user engagement depends on, among other things, the effectiveness of our marketing and distribution spend, our ability to continuously offer comprehensive and effective products and services, recommend personalized content through technological innovation and provide a superior content discovery experience.

 

Our Ability to Monetize

 

We have long and deep relationships with many of our major monetization partners. Changes in the revenue sharing or fee arrangements with our key monetization partners may materially affect our revenues, although we have not seen such material impacts to our revenues over the 2019 to 2021 period. However, for example, a change in the revenue sharing percentage paid by certain of our major partners such as Google or Yandex, or a change in their payment policies or other contractual arrangements, could impact our revenues, either positively or negatively. Likewise, with respect to certain major advertising partners, changes in the fee rate we receive per click or per sale may affect our revenues.

 

The growth, seasonality and strength of our major advertising partners’ businesses may also materially affect our revenues, positively or negatively. This has been illustrated by the COVID-19 pandemic where, for example, we have seen revenues decline from monetization partners in travel related businesses, presumably due to pandemic related travel restrictions. At the same time, we have seen revenues increase from monetization partners with e-commerce businesses as more people buy online. Revenues from monetization partners in sports related businesses were temporarily down when sporting events were suspended, only to later recover and with even stronger demand as people follow sporting events digitally, with such digital adoption presumably accelerated due to pandemic related restrictions on attending live sporting events. As the pandemic continues to evolve, we may observe further unpredictable effects, positive or negative, on the businesses of some of our major advertising partners and by extension on our revenues.

 

Further, our revenue generation is affected by our ability to promote and improve our users’ experience with our partners’ services, and our ability to open advertising inventory.

 

In 2021, we had approximately 696 monetization partners. We intend to maintain and deepen our relationships with current partners and attract more partners to increase and diversify our revenue sources. Our ability to further increase the number of partners primarily depends on whether we can provide integrated marketing services and help them more precisely reach their targeted users through our AI-powered content discovery platform.

 

Our Brand Recognition and Market Leadership

 

We believe that the strong brand recognition of “Opera” is a key element of our success. Our ability to maintain our massive user base and brand recognition as a leading independent browser and content discovery platform is key to our ability to maintain and enhance relationships with our users, monetization partners, content partners and distribution partners. In addition, the reputation and attractiveness of our platform among internet users also serves as a highly efficient marketing channel for our new products and services.

 

 

Our Ability to Conduct and Manage Strategic Investments and Acquisitions

 

We have invested and expect to continue to invest in new businesses, products, services and technologies, and we have also invested in promising companies. Our financial results could be adversely affected by our investments or acquisitions. The investments and acquired assets or businesses may not generate the financial results we expect. They could result in occurrence of significant investments and goodwill impairment charges, and amortization expenses for other intangible assets. Moreover, we share the results of the investments which we account for as equity method investments. In August 2020, we contributed our emerging market fintech assets to Nanobank, an equity-accounted investee until year-end 2021 when we classified it as held for sale. In 2021, we recognized an impairment loss of US$118.2 million on our investment in Nanobank, calculated as the difference between the fair value less costs to sell and the carrying amount. The fair value less costs to sell was determined based on the consideration we received in March 2022 when we sold the shares in Nanobank. This impairment came on top of Nanobank’s own impairments and provisions related to the same, of which we recognized our share under the equity method. We may continue to incur impairment charges in connection with our investments or acquisitions and pick up the losses of our equity method investments, which could depress our profitability and have a material adverse impact on our financial results.

 

Key Components and Results of Operations

 

Reclassifications and Adjustments Made After Presentation of Unaudited 2021 Financial Results

 

Subsequent to the announcement of our fourth quarter and full-year 2021 results on February 17, 2022, we have made certain reclassifications and adjustments to amounts in the financial statements.

 

 

1.

We determined that the impairment of goodwill associated with a European payment platform was US$3.1 million, a reduction from US$3.8 million as recognized in our interim financial statements for the fourth quarter of 2021. This adjustment reduced our impairment of non-financial assets for the year by US$0.8 million.

 

 

2.

We concluded that our shares in the three companies Nanobank, OPay and Star X should be classified as held for sale by year-end 2021. In isolation, that classification would have no effect on our loss for the year. However, for our shares in Nanobank and Star X, which were sold in 2022 prior to the date of this annual report, we determined that the present values of the payments to be received for the shares were the best estimates of fair values as of year-end 2021 based on the transactions being completed shortly after the end of the reporting period, and based on our assessment that events and developments in 2022 in the periods up until the sales, both matters internal of the companies and matters related to the markets in which they operate, did not have material impacts on the fair values of the shares. This led us to decrease the recognized value of our shares in Nanobank by US$56.1 million to US$120.3 million and increase the value of our shares in Star X by US$26.4 million to US$83.5 million. Combined, this increased our loss for the year by US$29.7 million. 

 

 

3.

We reduced operating expenses by US$0.8 million, representing reductions in accrued expenses by US$0.4 million for each of personnel expenses including share-based remuneration, and marketing and distribution expenses.

 

As a result of the foregoing, our net loss for 2021 increased by US$28.2 million to US$44.0 million as the reduced fair value of our shares in Nanobank was only partially offset by the other factors. Adjusted EBITDA increased by US$1.2 million to US$29.0 million, with the increase affected by only the third item above, in addition to a reclassification between cash-based and share based remuneration of US$0.4 million.

 

Results of Operations

 

The following table set forth our consolidated statement of operations data for each of the periods presented, in absolute terms and as percentage of revenue.

 

   

Year ended December 31,

 
   

2019

   

2020

   

2021

 
   

(US$ in thousands, except for percentages)

 

Revenue

    177,078       100 %     165,056       100 %     250,991       100 %

Other income

    -       -       11,542       7 %     466       0 %

Operating expenses:

                                               

Technology and platform fees

    (796 )     0 %     (3,315 )     (2 )%     (4,472 )     (2 )%

Content cost

    (1,545 )     (1 )%     (4,312 )     (3 )%     (3,712 )     (1 )%

Cost of inventory sold

    (208 )     0 %     (700 )     0 %     (5,507 )     (2 )%

Personnel expenses including share-based remuneration

    (62,323 )     (35 )%     (62,103 )     (38 )%     (74,450 )     (30 )%

Marketing and distribution expenses

    (65,074 )     (37 )%     (47,860 )     (29 )%     (120,944 )     (48 )%

Credit loss expense

    (577 )     0 %     (1,849 )     (1 )%     (557 )     0 %

Credit loss expense related to divested joint venture

    -       -       (10,476 )     (6 )%     -       -  

Depreciation and amortization

    (18,843 )     (11 )%     (20,234 )     (12 )%     (19,600 )     (8 )%

Impairment of non-financial assets

    -       -       -       -       (5,624 )     (2 )%

Other expenses

    (28,248 )     (16 %     (28,197 )     (17 )%     (22,802 )     (9 )%

Total operating expenses

    (177,614 )     (100 )%     (179,046 )     108 )%     (257,668 )     (103 )%

Operating loss

    (536 )     0 %     (2,448 )     (1 )%     (6,211 )     (2 )%

Share of net income (loss) of equity-accounted investees

    (3,818 )     (2 )%     2,005       1 %     (26,675 )     (11 )%
Impairment of equity-accounted investee     -       -       -       -       (118,178 )     (47 )%

Fair value gain on investments

    37,900       21 %     24,000       15 %     116,561       46 %

Net finance income (expense):

                                               

Finance income

    10,532       6 %     13,633       8 %     123       0 %

Finance expense

    (655 )     0 %     (516 )     0 %     (6,912 )     (3 )%

Foreign exchange gain (loss)

    (25 )     0 %     833       1 %     (1,814 )     (1 )%

Net finance income (expense)

    9,851       6 %     13,950       8 %     (8,603 )     (3 )%

Profit (loss) before income taxes

    43,396       25 %     37,507       23 %     (43,106 )     (17 )%

Income tax expense

    (2,658 )     (2 )%     (75 )     0 %     (43 )     0 %

Profit (loss) from continuing operations

    40,739       23 %     37,432       23 %     (43,149 )     (17 )%

Profit (loss) from discontinued operations

    17,161       10 %     141,742       86 %     (816 )     0 %

Net income (loss) attributable to owners of the parent

    57,899       33 %     179,174       109 %     (43,964 )     (18 )%

 

 

Revenue

 

We operate and manage our business in two reportable segments—Browser and News, and Other. We identify our reportable segments based on our products and services as used by the chief operating decision maker to monitor performance and make operating decisions. See Note 4 to our consolidated financial statements included elsewhere in this annual report for additional information regarding our reportable segments. The following table sets forth our revenue by segment.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Browser and News:

                                       

Search

    86,155       84,180       121,961       (2 )%     45 %

Advertising

    68,813       71,292       123,870       4 %     74 %

Technology licensing and other revenue

    -       -       2,182       N/A       N/A  

Total segment revenue

    154,968       155,472       248,013       0 %     60 %

Other:

                                       

Advertising

    -       216       40       N/A       (81 )%

Technology licensing and other revenue

    22,110       9,368       2,937       (58 )%     (69 )%

Total segment revenue

    22,110       9,584       2,978       (57 )%     (69 )%

Total revenue

    177,078       165,056       250,991       (7 )%     52 %

 

Browser and News

 

The Browser and News segment includes our PC and mobile browsers as well as the Opera News platform, which is integrated in Opera’s browsers and available through standalone apps. Following the acquisition of YoYo Games in 2021, the Browser and News segment also includes GameMaker, a platform for developing games. The browsers, Opera News and GameMaker are often closely bundled.

 

The main categories of revenue in the Browser and News segment are search and advertising. Search revenue is generated when a user conducts a qualified search using a search partner (such as Google or Yandex) through the built-in combined address and search bar provided in our PC and mobile browsers, or when otherwise redirected to the search partner via browser functionality. Advertising includes revenues from all other user-generated activities excluding search revenues. We generate advertising revenue by referring traffic from our platform to e-commerce partners, online travel agencies and other partners, and by selling advertisements. The fee arrangements generally include revenue sharing, cost per click or subscription revenues collected by third parties on our behalf. Advertising revenues include revenues from industry standard ad units, predefined partner bookmarks, or Speed Dials, and subscriptions of various promoted services that are provided by us. Advertising revenue also includes revenues generated from our Opera Ads business where we acquire third party inventory and resell this inventory to our advertising partners.

 

Our search revenue increased to US$122.0 million in 2021 from US$84.2 million in 2020, representing an increase of 45%. Search revenue is generated only in our browsers and not in connection with the Opera News platform, and the increase represents both underlying monetization improvements by our search partners and the growth of our browser user base in western markets where advertisers typically pay more to be promoted. As our search revenue is based on revenue share arrangements with our search partners, these factors have a direct positive impact on our search revenue. Search revenue accounted for 51% and 49 % of our total revenue in 2020 and 2021, respectively.

 

Our advertising revenue in the Browser and News segment increased to US$123.9 million in 2021 from US$71.3 million in 2020, representing an increase of 74%. This growth was fueled by the same factors that led to our search revenue growth, however the impact of growth in western markets was even more pronounced as the Opera News platform scaled significantly in western markets, and additionally our ad tech platform allowed us to leverage third party inventories as well to meet the demand we sourced from our advertisers. Advertising revenue in the segment accounted for 43% and 49 % of our total revenue in 2020 and 2021, respectively.

 

Technology licensing and other revenue within the Browser and News segment of US$2.2 million in 2021 is predominantly the revenue from licensing of GameMaker, a platform for developing games that we acquired with the acquisition of YoYo Games Limited in 2021.

 

Other

 

The segment Other includes licensing of our proprietary technology to third parties, related maintenance, support and hosting services, providing professional services, and providing customized browser configurations to mobile operators.

 

Our technology licensing and other revenue in the Other segment decreased to US$2.9 million in 2021 from US$9.4 million in 2020, representing a decrease of 69%. The decrease was predominantly attributable to reducing the provision of professional services to our equity-accounted investees.

 

 

Other Operating Income

 

Other operating income includes items of income that are not generated from our ordinary activities. For example, other operating income includes gains on disposals of fixed and intangible assets, gains from divestments of subsidiaries and equity-accounted investees. Other operating income also includes government grants related to income.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Other operating income

    -       11,542       466       N/A       (96 )%

As a percentage of revenue

    N/A       7.0 %     0.2 %                

 

We recorded other operating income of US$0.5 million in 2021, compared to US$11.5 million in 2020. Other operating income in 2021 was primarily related to various immaterial items of incidental income that are not generated from our ordinary activities. Other operating income in 2020 included the gain on the disposal of subsidiaries, the gain on disposal of a joint venture and a government grant related to refunded VAT.

 

Technology and Platform Fees

 

Technology and platform fees primarily comprise of (i) costs of any platform or collection service used to facilitate subscription services where we are the principal in the transaction, (ii) transaction and communication platform expenses, as well as third party credit scoring, data and risk control costs related to our European fintech business. We expect such individual components within this cost category to stay relatively stable as a percentage of the related revenue streams.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Technology and platform fees

    796       3,315       4,472       316.5 %     34.9 %

As a percentage of revenue

    0.4 %     2.0 %     1.8 %                

 

Our Technology and platform fees increased from US$3.3 million in 2020 to US$4.5 million in 2021. The main reason for the increase was that we increased the use of external platforms for compliance-related services used in our European fintech business.

 

Content Cost

 

Content cost mainly consists of revenue shares to content creators on our platforms and payments to publishers and monetization partners related to our Browser and News segment. We will continue our efforts to increase the amount of content available through its applications by onboarding more European and American publishers. We expect this cost category to stay relatively stable as a percentage of the related revenue streams, although given its limited relative size we may see continued fluctuations as observed in prior periods.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Content cost

    1,545       4,312       3,712       179.1 %     (13.9 )%

As a percentage of revenue

    0.9 %     2.6 %     1.5 %                

 

Our Content cost decreased from US$4.3 million in 2020 to US$3.7 million in 2021. We launched News Hub at the end of 2019 to increase quality as well as coverage of the content offered by Opera News. The move has improved the user experience and engagement, and the operation continued throughout 2021. New Hub complements content provided by our publisher partners.

 

Cost of Inventory Sold

 

Cost of inventory sold consists primarily of the cost for third party advertising inventory that is sold to our existing customers along with Opera owned inventory to better serve our advertisers’ demand. We benefit from discounts we obtain from suppliers of inventory, like Google or Facebook. We expect this cost category to grow as a percentage of the advertising revenue stream as we see it driving incremental profitability of our advertising efforts.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Cost of inventory sold

    208       700       5,507       236.5 %     686.7 %

As a percentage of revenue

    0.1 %     0.4 %     2.2 %                

 

The service was launched in 2019 and increased from US$0.7 million in 2020 to US$5.5 million in 2021.

 

 

Personnel Expenses Including Share-based Remuneration

 

Our personnel expenses including share-based remuneration primarily consist of salaries and bonuses with applicable social security costs, external temporary hire costs and other personnel related expenses, as well as share-based remuneration, including related social security costs. Personnel expenses are net of capitalized development expenses. We expect our personnel expenses to increase in absolute amounts in the foreseeable future due to the anticipated growth of business and expansion of our global operations, as well as periodic salary adjustments. For details of our share incentive plan, see Note 5 to our consolidated financial statements included elsewhere in this annual report.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Personnel expenses excluding share-based remuneration

    56,395       57,397       63,984       1.8 %     11.5 %

Share-based remuneration, including related social security tax

    5,928       4,706       10,466       (20.6 )%     122.4 %

Total personnel expenses, including share-based remuneration

    62,323       62,103       74,450       (0.4 )%     19.9 %

As a percentage of revenue

    35.2 %     37.6 %     29.7 %                

 

Our personnel expenses including share-based remuneration increased from US$62.1 million in 2020 to US$74.5 million in 2021. Cash-based compensation expenses increased by 11.5%, from US$57.4 million in 2020 to US$64.0 million in 2021. This was predominantly caused by an increased number of staff, with a 9% increase as measured between year-end 2020 and 2021. Share-based remuneration expenses increased by 122.4%, from US$4.7 million in 2020 to US$10.5 million, largely as a consequence of issuing new 4-year equity grants to employees whose prior grants had fully vested.

 

Marketing and Distribution Expenses

 

Marketing and distribution expenses primarily consist of performance-based campaigns associated with our browser and news business. We expect our marketing and distribution expenses to remain consistent or possibly increase slightly relative to 2021 as measured in absolute terms, however it is expected to decrease as a percent of total revenue following increased scale and completion of the initial launch of growth initiatives related to growing our user base in western markets.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Marketing and distribution expenses

    65,074       47,860       120,944       (26.5 )%     152.7 %

As a percentage of revenue

    36.7 %     29.0 %     48.3 %                

 

Our marketing and distribution expenses increased to US$120.9 million in 2021 from US$47.9 million in 2020, representing an increase of 152.7%. The growth is observed across all the key products with Opera News being the largest contributor by all means. The increase for Opera News was mostly associated with user acquisition efforts in the U.S. market through paid ads channels. Along with paid advertising, the mobile browser team has relied more on sponsored data campaigns to offer better user experience. In addition, Opera has launched a mobile browser for iOS that, in addition to organic, was growing through the paid channels. Most of the increase for the PC browser was driven by the efforts to grow our Gaming browser at a faster pace through engagement of paid distribution. Opera has also acquired a gaming business which became part of the marketing budget in 2021.

 

Credit Loss Expense

 

Our credit loss expense is mainly related to provisions for expected credit losses on trade receivables and consists of specific provisions where risk of credit loss has been determined by management as well as general provisions determined based on the aging of the trade receivables. Changes in credit loss expense is affected by our ability to collect our trade receivables, the credit risk of the markets we operate in as well as general market conditions affecting our trade partners.

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019

   

2021 vs. 2020

 
   

(US$ in thousands, except for percentages)

 

Credit loss expense

    577       1,849       557       220.5 %     (69.9 )%

As a percentage of revenue

    0.3 %     1.1 %     0.2 %                

 

Our credit loss expense was US$0.6 million in 2021, as compared to US$1.8 million in 2020. See Note 13 to our consolidated financial statements included elsewhere in this annual report for more information.

 

In 2020, we incurred significant credit losses on trade and other receivables due from a former joint venture, which we divested from during that year. Due to the significance and specific circumstances related to the expected credit losses on those receivables, we determined that it was appropriate to include the expense on a separate line item in our Statement of Operations.

 

 

   

Year ended December 31,

   

Change

 
   

2019

   

2020

   

2021

   

2020 vs. 2019