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ANNUAL
REPORT
2022
Gaming Innovation Group Inc
04
Strategic
Report
2022 highlights 5
Yearly timeline 6
Message from the CEO 8
GiG Media 10
GiG Platform & Sportsbook 16
30
Board of Directors’
Report
Board of directors’ report 31
Risk Factors 44
The Share 47
Board of directors 48
Management 50
53
Corporate
Governance
59
Consolidated
Financial Statements
94
Auditor’s
Report
Table of contents
23
Sustainability
Report
Foreword 24
2022 Highlights 25
Key focus areas 2023 27
ESG 29
2
Annual Report 2022
20
22
≈580
employees
Offices
in Malta, Denmark, Spain,
France, Serbia and the US
Dual-listed on Oslo Børs
(Norway) and at Nasdaq
Stockholm (Sweden)
Over 25 primary
countries target by
Media assets
29 global platform
licenses
Our Vision
To be the industry-leading platform and media
provider delivering world-class solutions to our
iGaming partners and their customers.
Our Mission
To drive sustainable growth and profitability of
our partners through product innovation, scalable
technology and quality of service.
3
STRATEGIC
REPORT
01
Annual Report 2022
4
Strategic Report
↑€90.1m
↑38.0%↑€34.2m
Revenues (norm.)
+36% Y/Y
EBITDA
+51% Y/Y
EBITDA margin (norm.)
+34.3% in 2021
2020 2021 2022
66.3
82.6
51.3
62.1
43.9
44.1
REVENUES (MEUR)
Reported Normalised
EBITDA adj. and margin
(MEUR)
EBIT (MEUR)
2022
Highlights
• Reported revenues for 2022 were EUR 107.1m (82.6), an
increase of 30% from 2021
• Normalised revenues* for 2022 were EUR 90.1m (66.3),
an increase of 36%, whereof 28% organic
• Adjusted EBITDA ended at EUR 34.2m (22.7), up 51%,
EBITDA adj. margin* increased to 38.0% (34.3%)
• EBIT ended at EUR 11.8m (8.4), with an EBIT margin* of
13.1% (12.7%)
• Revenues in GiG Media at all-time high of EUR 61.7m
(45.0), an increase of 37%, all organic, with an all-time
high EBITDA adj. of EUR 29.6m (21.0)
• GiG Media reached all-time high in player intake,
FTDs ended at 352,000 (197,800), up 78%
• GiG Media continued to grow in the US market
throughout the year, present in 22 US states at year-end
• Revenues* for Platform & Sportsbook were EUR 28.3m
(21.4), an increase of 33% whereof 8% organic, adjusted
EBITDA of EUR 4.6m (1.8)
• Acquired Sportnco Gaming SAS on 1 April 2022
• Signed 22 new agreements for Platform Services in 2022
• Twelve new brands were launched on the platform in
2022 and five additional brands were development
complete at year end
• Signed agreement to acquire AskGamblers and related
affiliate websites in December
*Revenues are adjusted for revenues from a platform client where
GiG recognczes the full operations in its profit and loss statement, see
Note 34 in the Consolidated Financial Statements.
90.1
107.0
2019
2020 2021 2022
22.7
14.6
12.9
34.2
2019
2020 2021 2022
8.4
-4.5
-12.2
11.8
2019
29.4% 28.5%
34.3%
38.0%
Annual Report 2022
5
Strategic Report
Extended
contract with
Betsson Group to
Q4 2025
Powers launch
of FeniBet
casino in Latvia
Completed
acquisition of
Sportnco
GiG Media
crowned 'Best
casino affiliate'
at iGB affiliate
awards 2022
GiG signs
sportsbook
& platform
partnership with
Full Games SA in
Angola
GiG signs a
head of terms
agreement with
Crab Sports in
Maryland, US
Signs platform
and managed
services
partnership with
UK tier 1 operator
Aspers Group
Awarded supplier
licence in Ontario
Expands its
activity in Latin
America with
Grupo Boldt
Formalise
agreement with
Crab Sports for
Maryland, US
GiG powered
PlayStar brand
goes live in New
Jersey, US
Granted
authorisation in
Pennsylvania
LuckyDays goes
live in Ontario,
powered by GiG
Gaming
Innovation
Group secures
ISO 20000
certification
Enters into
a strategic
commercial
partnership with
News UK
Gaming
Innovation
Group confirms
Switzerland
market entry
Completed
acquisition of
AskGamblers
Expands strategic
commercial
partnership with
News UK
Gaming
Innovation Group
awarded licences
in Pennsylvania
and Maryland
Signs first
agreement
for new GiG
Enterprise
Solution
20
22
20
23
FEB MAY AUG NOV FEB
Yearly
Timeline
Annual Report 2022
7
Strategic Report
“Strategically, operationally and
financially the group achieved
a number of key milestones -
unlocking a path to greater levels
of scale, growth and profitability
and continued creation of
shareholder value”
Annual Report 2022
8
Strategic Report
Dear shareholders,
2022 marked a significant and meaningful step forward
in Gaming Innovation Group’s development and progress
towards its long term vision of becoming one of the industry's
leading suppliers across Media and Platform & Sportsbook.
Strategically, operationally and financially the group achieved
a number of key milestones and began to further unlock a
path to greater levels of scale, growth and profitability and
continued creation of shareholder value.
I am extremely pleased with the financial progress we made
delivering annual normalised revenue growth of 36% and
expansion of the EBITDA margin to 38% to deliver adjusted
EBITDA of EUR 34.2 million. Importantly also we saw EBIT
increase by 75% to EUR 11.8 million and for the first time in
the Company's history we posted a positive pre tax profit of
EUR 7.8 million. This impressive financial performance is an
outcome of the extremely hard work that the teams across
the Company have put in not only in 2022 but since the
strategic repositioning of the business at the end of 2019. But
at GiG we are never satisfied and a tremendous belief across
the group is fostered that we have still a huge potential to
continue increasing the business growth prospects and much
of the work and investment last year was focused on the
ability to continue to improve in the future years to come.
Strategically GiG took an important step forward with the
completion of the acquisition of Sportnco in April, which
has given us a strong foothold in a number of high growth
markets through Latin America and Southern Europe. Through
the acquisition we now have a sportsbook product that is of
the highest quality and complements the platform offering
extremely well. The business combination also allows us to
pursue further synergies resulting in a greater efficiency and
cost savings across the group.
The fourth quarter of 2022 also marked a strategic step
forward for our Media business with two additional revenue
streams added to the business. Firstly, the acquisition of the
highly coveted AskGamblers website portfolio, giving GiG
Media further scale and a strategic foothold in a number of
new markets further diversifying and increasing the earnings
quality of the unit, while providing the business with a number
of operational synergies and growth levers to pull. Secondly
we signed and began working on our first media partnership
with News UK (owner of TheSun & talksport), a perfect
demographic reach for betting and gaming content and we
are excited about the partnership potential.
Our media business has continued to deliver operationally with
significant expansion into new territories and channels which
saw our revenues from the Americas increase by 174%. The
operational focus resulted in consecutive quarters of financial
growth and importantly our underlying growth driver, the
number of first time depositors referred to partners increased
78% in 2022. GiG Media continues to show robust and high
quality earnings, as we continue to build through on the
underlying marketing technology and operational systems that
will enable us to continue to drive forward in the coming years.
Platform & Sportsbook continued its strong expansion both
across the number of regulated markets - up from 14 to 29
- and secured more than 20 additional contracts providing
the business with additional revenue streams in the years to
come. The business unit made meaningful steps in operational
practises and optimisation that will drive further efficiency and
is excitingly positioned to continue to deliver leading technology
and services to the industry, pursuing growth and driving toward
margin expansion, demonstrated by the financial performance
with EBITDA increasing 163% year over year.
I take this opportunity to thank all the employees at Gaming
Innovation Group for their consistent dedication towards our
goals and continuous improvement that their tireless efforts
enable us. I would of course also thank our shareholders for
their continuing support of the group's ambitions.
message
from the
CEO
I am extremely pleased with the
financial progress we made,
delivering 36% revenue growth
and expansion of the EBITDA
margin to 38%
GiG has executed on another strategically important year
and a number of key milestones and we again start to look
ahead being well positioned for multiple growth opportunities
and increasing profitability through a determined focus on
improved operational performance.
In 2023 we have initiated a strategic review for the purpose
of separating GiG into two independent publicly listed
companies. The work has started, and I strongly believe that
a split has the potential to remove hurdles and unleash new
possibilities for each business segment and that we can
create two very successful companies.
Richard Brown
Annual Report 2022
9
Strategic Report
GiG
Media
Introduction
GiG Media is a market-leading iGaming affiliate established
in 2015 under GiG's subsidiary Innovation Labs Limited. After
its founding, the company acquired several affiliate assets,
including Rebel Penguin APS in 2017 and AskGamblers in
2023. It is now one of the biggest iGaming affiliates in the
industry. GiG Media has offices in Copenhagen, Denmark,
St. Julians, Malta and Belgrade, Serbia. GiG Media employs
around 300 people with more than 45 different nationalities.
Business Model
At GiG Media, our business generates customers for online
casinos and sportsbooks. To achieve this, we leverage a
combination of websites and paid campaigns to drive high-
quality leads to our clients. Our commitment to providing
valuable guidance and insights to users ensure that we
empower potential players and connect them with iGaming
operators that align with their interests and preferences.
Users
Publishing
• SEO/owned websites
• Media partnerships
Paid Channels
• Social Media
• Search Engine Marketing
• Permission Marketing
• Digital media buying
Affiliate
websites
GiG Media
partners
Leads
converted to
players
Players
(NDCs)
GiG Media:
Connecting Customers and Betting Operators
Digital marketing and lead generation
Gaming Innovation Group Inc. (GiG) is a
technology company operating in the iGaming
industry, offering cutting edge cloud-based
services and performance marketing through
leading B2B solutions. Founded in 2012,
Gaming Innovation Group’s vision is ‘To be the
industry-leading platform and media partner
delivering world-class solutions to our iGaming
partners’ and their customers.’ GiG’s mission
is to drive partners’ sustainable growth and
profitability through product innovation,
scalable technology and quality of service.
GiG’s strategy is founded on three customer
focused business areas, anchored to innovative
technology and supported by its group
ambition for top performance and operational
excellence.
"To be the industry-
leading platform and
media partner delivering
world-class solutions to
our iGaming partners’
and their customers."
Annual Report 2022
10
Strategic Report
Publishing Services
Publishing operates 100+ casino and sports websites. Some
of our flagship websites include wsn.com, askgamblers.com,
and casinotopsonline.com, which have a global reach. We also
operate a score of smaller locally-targeted websites tailored
to the preferences of specific markets. Our websites serve
as valuable resources for players, providing the information
they need to make informed decisions about their online
gaming preferences and choices. We publish commercial and
informational content on our websites to engage the end user
and optimise our presence on search engines like Google.
In addition to its website operations, GiG Media has forged
a commercial partnership with the media powerhouse News
Corp UK & Ireland Limited at the close of 2022. News UK
is renowned for serving millions of online readers via its
premium media websites, The Sun and talkSPORT. As part
of this strategic partnership, GiG Media operates a betting-
focused section on The Sun and talkSPORT's websites,
providing readers with a centralised hub for all their betting
needs. Since the start in December 2022, the partnership
has yielded highly positive business results, prompting the
expansion of our collaboration to include Ireland and the US.
By having a mix of established and emerging websites
covering many markets, we reduce business risk through
diversification, which we see as key to ensuring sustainable
long-term growth.
A Selection of Our Websites
WSN.com
WSN, or World Sports Network, is a reputable and
independent online sports and betting guide. Our team
of sports and betting experts follows guiding editorial
principles to deliver in-depth reviews of major legal
sportsbooks, breaking sports news from the US and
worldwide, comprehensive betting statistics and tips,
previews, and the best predictions and odds coverage for
hundreds of sports events.
In addition, WSN also hosts the Ride the Line podcast,
covering the biggest headlines and providing tips for
upcoming games. WSN promotes licensed sports betting
and casino operators in 21 regions in North America. The
website also covers daily fantasy sports and horse racing
across the US.
CasinoTopsOnline.com
CasinoTopsOnline.com (CTO) is a trusted online casino review
site that has been providing gamblers safe and reliable
information about online casinos and iGaming since 2011. The
site has grown into a respected brand through our team's
shared wisdom and skills. Our tagline, "We Review. You Play."
reflects our mission of helping players choose an online
gambling site that meets their needs.
CasinoTopsOnline.com is currently available in 23 regional and
language versions, reflecting the scale of its global presence.
Each casino listed on the website is carefully reviewed by a
team of experts and assigned a CasinoTopsOnline TrustScore.
The proprietary rating system considers a host of trust
factors to ensure that visitors to the website are exposed to
the most reliable operators regardless of location.
AskGamblers.com
AskGamblers.com is an online casino review website that
provides comprehensive and unbiased information on online
gambling. The website features many reviews, ratings, and
feedback from players and industry experts.
Established in 2006, AskGamblers has become a trusted
source of information for players looking for the best online
casinos and games. In addition to reviews, the website also
provides up-to-date news, articles, and exclusive bonuses
and promotions from the top online casinos in the industry.
The AskGamblers Casino Complaint Service is a key site
component where the Complaints Service team helps players
and operators resolve disputes. With over 80% resolved
complaints, AskGamblers.com is an essential resource for
new and experienced players in online gambling.
Annual Report 2022
11
Strategic Report
Paid Services
Our Paid business engages in the launch and maintenance of
various online campaigns, working with a range of channels
and partners to generate players and leads for iGaming
operators. Through this arm of our business, we can connect
with a broad international audience and drive high levels of
traffic to our partners’ online sportsbooks and casinos.
GiG Media actively manages a diverse range of online paid
campaigns as a part of our Paid business. These campaigns
can be broadly classified into four categories: Search Engine
Marketing, Display and Banner Advertising, Social Media
Marketing, and Permission Marketing/CRM. We meticulously
design and execute these campaigns to ensure maximum
effectiveness in driving traffic and generating leads and
players for our clients.
We utilise a data-driven approach to identify the most
effective channels and strategies to reach our client's target
audience. We also conduct ongoing testing and optimisation
of campaigns to ensure they achieve the desired results and
reach the highest return on investment (ROI).
Utilising a multi-channel approach in our Paid business,
we position ourselves to take advantage of opportunities
as they present themselves. Additionally, having multiple
channels allows us to diversify our revenue and reduce our
dependence on any one channel or partner, which aligns with
our strategic goal of achieving sustainable, long-term growth.
Paid Marketing Channels
Our paid marketing channels have a global reach and can be
scaled up or down based on emerging business opportunities.
We frequently utilise these channels to evaluate the potential
of new markets before expanding our presence with the
Publishing team and developing our websites in those
markets. Some channels are good at engaging with users
actively looking for a casino or sportsbook. In contrast, others
are good at engaging with new potential players. A mix of
these pull and push channels widens the potential user base
we can market to.
Our paid marketing channels can be divided into four
categories:
Search Engine Marketing
Working with major search engines like Bing and Google,
our SEM team ensures visibility in search engine results
pages (SERPs) through paid advertising and optimisation
techniques. For example, if a user searches for “Online
Casino”, an ad leading to one of GiG Media’s sites should be
shown at the top of the search engine results page.
Social media
In the social media team, GiG Media builds audiences and
pages with relevant content and ads. GiG Media uses a mix of
paid and organic (community) ads to drive traffic to either our
websites or directly to our clients.
Permission marketing/CRM
Direct marketing to players promoting offers to users
interested in online casinos or sportsbooks, for example,
through emails. We use our websites to collect free leads for
this channel.
Display & banner advertising
Our Display channel uses a mix of various ad formats, for
example, traditional banners or pop-up ads working with
media partners worldwide.
€20.9m
Paid
€40.8m
Publishing
Revenue
FTDs
108,300
Publishing
243,300
Paid
Annual Report 2022
12
Strategic Report
Our Marketing Platform and Proprietary Technology
Our marketing efforts are driven by our marketing platform,
which empowers us to compete and achieve attractive
profitability in our operations. We utilise centralised systems
to power all our websites, with each domain having unique
features while leveraging shared services from our marketing
platform. This approach allows us to maintain high-quality
website standards with compliant and accurate information
at all times. It also allows us to expand into new markets
without expanding our IT development team and increasing
associated costs.
Our marketing platform comprises several layers that work
together to manage the diverse requirements of running
websites and online campaigns in different markets with
distinct needs and focal points. These layers include:
1) Multiple front-end frameworks, 2) Various content
management systems (CMS frameworks), 3) Tools for
creating campaigns, 4) Business intelligence tools (BI), and 5)
Marketing compliance tools.
A component of our marketing platform is our business
intelligence tool, which gives our marketers a transparent
view of the performance of our websites, campaigns, and
clients. Our BI tool enables our organisation to make quick
and accurate decisions, which is crucial in online marketing.
Our technology can manage additional websites with minimal
impact on operating expenses. The infrastructure we have
developed over the past several years provides significant
economies of scale. A robust, centralised marketing platform
guarantees the excellence of our procedures, products,
and websites. Moreover, this system facilitates the future
procurement and fast integration of affiliate assets or
companies, as websites can be transferred to our marketing
platform with enhanced quality and cost-effectiveness.
The power of data
The presence and consumption of data are crucial to the
success of our business. There are various ways in which
data is indispensable for boosting our revenue and earnings:
• We can better understand our user's behaviour and
preferences by analysing their data. This data analysis
provides valuable insights into our users' desires, content
preferences, and actions that motivate them to purchase
or take other desired actions.
• Improving user experience: By examining user data, we
can pinpoint areas that require improvement, such as
website navigation, search functionality, and content
recommendations. Enhancing these aspects leads to
increased user engagement, loyalty, improved search
rankings, and, ultimately, more revenue.
• Conducting marketing optimisation: We leverage data to
optimise our marketing campaigns and target the right
audience with relevant messages. Analysis of marketing
data helps us identify audience segments that are most
likely to convert, enabling us to tailor our marketing
efforts accordingly.
How we
convert traffic
How we
acquire traffic
How we get value
out of traffic
01 02
03
MEDIA
Cycle of Growth
• Our expertise in traffic acquisition
directly impacts our ability to increase
conversions in a constantly changing
market
• With higher conversion rates, we gain
leverage in negotiating better deals
and accumulating valuable data on our
partners and market performance
• Our deep understanding of various
channels, markets, and partners enables
us to strategically shape traffic and
acquire the most valuable traffic at the
best possible price
Annual Report 2022
13
Strategic Report
Compliance
Compliance is essential to affiliate marketing, especially
in the iGaming industry. It ensures a level playing field,
fosters customer trust, and mitigates legal risks resulting
from non-compliance. Compliance is an integral part of
running a sustainable and ethical business. At GiG Media,
we have developed our own compliance tool, GiG Comply, to
monitor and ensure that our marketing activities align with
regulatory requirements. The effectiveness of our product
is demonstrated by its adoption by several operators and
affiliates in the industry. As compliance continues to be
a critical aspect of affiliate marketing in iGaming, we will
continue to enhance our marketing compliance tool to
maintain positive and stable relationships with our clients
and users.
Markets
GiG Media’s websites have a widespread global presence
from North America to Asia. Initially, we established a robust
foothold in the Nordic markets and subsequently broadened
our reach to encompass Germany and the UK. Over the last
few years, we have expanded into other countries, effectively
becoming a worldwide player with significant revenue streams
from the Americas, Western and Eastern Europe, Nordic
countries, and Asia. Our flagship website, CasinoTopsOnline.
com, is available in 23 regional and language versions, while
AskGamblers.com has a global presence. World Sports
Network (wsn.com) targets North America and global users
interested in US sports and gambling. Additionally, we
conduct paid campaigns in over 100 markets.
Being a global actor increases diversification and reduces risk
by being less exposed to specific markets or regions. Hence,
it is a focal point for us to grow revenue in many territories as
opposed to having a more narrow go-to-market strategy.
Diversification
Since 2019, diversifying our business into more markets
and broadening our portfolio of websites and campaigns to
generate revenue has been a central strategy for us. Likewise,
diversifying our customer base to include a higher number of
different clients has been a priority. We aim to grow in both
sports and casinos to mitigate the effects of seasonality,
such as the typically lower demand for sports during summer
months without significant events like the Euro or World Cup.
Diversification remains a key theme for our business and
strategy in 2023. Having a more diversified business will
reduce risks and create more growth opportunities - and, not
the least, create sustainable long-term growth to benefit our
partners, employees, and shareholders.
Strategy for 2023
In 2022, GiG Media went through a significant transformation
marked by an impressive increase in player intake, revenue,
EBITDA, and several market entries. The Company aims to
sustain this momentum by continuing to explore new markets
in 2023 as one of the revenue growth drivers. Learnings from
Paid campaigns will be applied to our Publishing services to
determine what markets to enter with the longer-term build-
up of websites.
Moreover, consolidating its current market position by
enhancing websites and campaigns is viewed as a significant
revenue potential for GiG Media. To this end, the Company
invested a considerable amount of time in securing licenses
for paid marketing in various territories, and it plans to ramp
up its paid marketing efforts in these markets as 2023
unfolds. Throughout 2023, as we continue to enhance and
consolidate our marketing platform, an increasing number of
sites will be fully integrated into our marketing platform to
maximise the benefits it provides. There is ample opportunity
to increase market share by improving websites and
campaigns. Several website assets and markets launched in
2022 are expected to deliver value in 2023.
In 2022, the Company's portfolio expanded with the
acquisition of AskGamblers.com, a premium casino affiliate
website. Additionally, GiG Media forged a commercial media
partnership with News UK, which generated significant
revenue in just a few months of operation. In 2023, the
growth of AskGamblers.com and the company's media
partnerships are expected to be important drivers of
revenue growth.
Annual Report 2022
14
Strategic Report
GiG Media Accolades
GiG Media
Best Casino affiliate 2022
#3 2021
EGR Power Affiliate
Rankings
#4 2022
EGR Power Affiliate
Rankings
2023 iGB Nominations
Best Casino Affliate
Best Sports Betting Affiliate
Employer of the Year
Annual Report 2022
15
Strategic Report
GiG Platform
& Sportsbook
Platform services
GiG delivers world-class igaming platform solutions and
services to operators and their customers, via innovative
and scalable technology. Our next-generation iGaming
platform, composed of Player Account Management
(“PAM”), Front-end, Back office and managed services is
purpose-built for complex regulated markets and allows for
accessible and compliant market entry into more than 30
regulated markets around the world. We specialise in helping
our partners expand their business on a global scale, as our
agnostic platform allows for innovation and customisation
adapted to individual needs, localised customer experiences
and user journeys. To provide a flexible solution, our
platform rapidly integrates with partners’ existing
technology, preferred third parties as well as leading
payment and game content providers. This allows operators
to choose freely which content and services are best suited
for their players' needs, providing the support needed to
match their growth aspirations and localise their brands.
Sportsbook
The GiG Sportnco sportsbook combines an innovative
and proprietary product with an unparalleled geographical
footprint, following the acquisition of Sportnco by GiG in April
2022. Our sportsbook offers a complete end-to-end solution
with the sportsbook and platform combined, to allow for a
seamless user experience for all operators. Our partners
benefit from one single integration point, and facilitate their
onboarding and launch. Now a truly global offering, the GiG
Sportnco Sportsbook enjoys access to over 30 markets,
focused on flexibility to deliver tailored odds, personalised
margins and tailored strategies to specific regulated markets.
Our sportsbook has enjoyed success with 13 new deals
signed in 2022, and importantly, the year has helped
establish a strong framework from which to grow towards.
2022 saw us enter 4 new jurisdictions and exceed 35
partners in total, enjoying an 18% growth in terms of unique
users year on year. Our geographical footprint now covers
clients all over the world, with new deals covering Angola,
Province of Buenos Aires, City of Buenos Aires, Cordoba,
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Mendoza and Entre Rios in Argentina,
Portugal, Maryland, Ontario, Latvia and the
United Kingdom.
2022 also saw our centralised and
experienced trading team enabling us to
maximise customer satisfaction and revenue
generation to deliver record numbers of
activity during the Fifa World Cup.
Our Sportsbook is specifically designed to
accommodate integrations as quickly and as
easily as possible. Due to continuous frontend
and automation development, our capacity
and speed to market has increased by 50%
over the last year allowing us to deploy and
configure environments twice as fast as before,
launching new customers in existing markets as
fast as in 6 weeks. The past year has seen us
integrate the sportsbook with our proprietary
and market leading platform technology, and
further deliver an additional 8 new URL’s, 6 of
those in complex regulated markets for brands
in Portugal and in Latin America.
From self-service to fully managed,
it’s all about choice.
By ensuring a strong relationship with our
partners, we are able to identify together the
best way to take their iGaming and sportsbook
operation to launch and beyond, successfully
giving them the freedom to choose if they
want self-service, or to receive fully managed
service. Our managed services support our partners
with a dedicated account manager and an integrations
manager. Available from pre-launch throughout the
business lifecycle, providing operators with the
operations, CRM and media services support they need
to help manage and grow their business.
Whether they are looking for help with their acquisition
strategy, faster payments, increased customer lifetime
value or for advanced responsible gaming and player
protection tools our managed services solution has
every eventuality covered. This flexibility is built on our
belief in long-term growth, ensuring brand loyalty and
the highest quality of tailored services for our partners
and their players.
Committed to growth in regulated markets
Our next-generation iGaming platform and sportsbook
are built specifically for accessible and compliant entry
into regulated markets around the world. We specialise
in helping our partners expand their business on a
global scale, providing the localised knowledge, support
and guidance to ensure they are fully informed on the
requirements needed for a speedy and successful launch
in new markets.
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We are fully committed to growth in regulated markets as
part of our strategy, as of today being authorised in four
U.S. states, Ontario in Canada, 15 markets in Europe, and
with others in Latin America, Africa and the rest of the
world. Additionally, the platform is further certified in a
further eight regulated jurisdictions in accordance with
local technical standards. It is certified and compliant
with internationally recognised GLI33 and GLI16 platform
standards, with ISO27001 security and ISO20000 service
management standards.
solution, including frontend development. The platform boasts
a unique frontend experience and is built mobile-first, to
ensure that operators provide their players with the same
quality across all devices.
Right place, right time. Choosing the perfect partners.
GiG believes in the power of the partnerships we form,
building relationships so that we can fully focus on long-term
growth, together. This helps us ensure brand loyalty and the
highest quality of tailored services for our partners and their
players, working together to identify the best way to take
their iGaming operation to launch and beyond, successfully.
Security as a priority
At GiG, security is considered a strategic priority, as a
platform and sportsbook partner that operates in heavily
regulated markets such as the UK and US, it is imperative
to GiG that it is ahead of the curve when it comes to
certification. In February 2021, GiG was awarded an ISO
27001:2021 certification for its frontend development solution
and content management system. The certification now
covers development, infrastructure, network configuration
and associated product operations for frontend, middleware
and backend Gaming services hosted on GiG’s infrastructure.
In addition, GiG is also ISO 27001 certified for the real-time
data platform. The accreditation means that through its agile
security framework, GiG is protecting its partners and their
players with the highest level of information security available,
further demonstrating its commitment to continuous
improvement and in providing its partners with a secure
solution they can trust.
Licences and certification
GiG’s iGaming platform and sportsbook solution is licenced
by the Malta Gaming Authority (MGA), United Kingdom
Gambling Commission (UKGC) and is offered under a Casino
services industry enterprise licence (CSIE) issued by the
Division of Gaming Enforcement (DGE) in New Jersey. We are
licensed as a full Interactive Gaming Manufacturer License
in Pennsylvania by the Pennsylvania Gaming Control Board
(PGCB),by the the Alcohol and Gaming Commision (AGCO)
in Ontario and as an Online Sports Wagering Operator in
Maryland. This is alongside two class II licences for the
management and hosting facilities on its iGaming platform and
for the production and distribution of software services in the
field of iGaming in Romania. It is certified in Sweden, Spain,
Germany, Iowa (USA), Argentina, Croatia, Latvia and is also
compliant with internationally recognised GLI33 and GLI16
platform standards, as well as ISO27001 security standards.
At GiG, we understand the importance of entering new
markets for our partners’ growth. Therefore we have a
dedicated team of experts with extensive knowledge and
experience of building iGaming solutions that comply with
regulatory requirements around the globe. We ensure that our
partners are fully informed of the requirements needed for a
speedy and successful launch in new markets.
Shaping a safer and more responsible Gambling
industry
As a continued effort to build on and improve our technology
to meet partners’ demands, GiG has developed a suite of
robust responsible gaming, risk & fraud and anti-money
laundering features into our data platform. To help build a
more sustainable future for operators and their players, our
RG features allow operators to detect high-risk and vulnerable
players by flagging patterns of abnormal behaviour, through
our real-time automation tool Logic. Our Risk & Fraud
prevention and incident control tools, allow operators to
quickly identify potential high-risk cases, helping to identify
and eliminate money laundering and financial crime, to ensure
long-term sustainable player relationships. This is in addition
to GiG’s first-line customer support team, who are all required
to have undergone GamCare accredited training, keeping
with our commitment to responsible gaming is reflected in
everything that we do.
Harnessing the power of automation to drive
sustainable performance
Automation is now more important than ever, particularly
when it comes to improving the player experience, entering
new markets, creating a safer playing environment and
improving lifetime value. GiG’s automated features help to
improve the customer experience by allowing operators to
create real-time actioned events, helping to drive a strong
competitive advantage.
Our platform is built around flexible solutions and APIs that
can be easily integrated with a variety of systems. New
partners have the opportunity to tailor their needs whether
it be for a completely new site or migrating from another
platform. It offers different points of integration, directly
to the platform, into our CMS layer and a full end-to-end
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Product showcase
Platform
Our next-generation iGaming platform is at the core of our
business, built upon agile technology specifically designed
for complex regulated markets to allow for accessible and
compliant entry into 30+ regulated markets around the
world. We specialise in helping our partners expand their
business on a global scale, as our agnostic platform allows
for innovation and customisation adapted to individual needs,
localised customer experiences and user journeys. Our
platform is built around flexible solutions and APIs that can
be easily integrated with a variety of systems. New partners
have the opportunity to tailor their needs whether it be for
a completely new site or migrating from another platform. It
offers different points of integration, directly to the platform,
into our CMS layer and a full end-to-end solution, including
frontend development. The platform boasts an unique
frontend experience and is built mobile-first, to ensure that
operators provide their players with the same quality across
all devices. To provide a flexible solution, our platform rapidly
integrates with partners’ existing technology and preferred
third parties, integrating with all of the leading payment and
content providers. All of this allows the operators to choose
freely which content and services are best suited for their
players' needs, providing the support needed to match their
growth aspirations and localise their brands.
Data
GiG’s real-time data platform, GiG Data, allows operators
access to key intelligence at the right time, placing their
brands ahead of the curve in competitive markets. The
platform provides several features to allow users to retrieve
and build their own reporting across all areas of the business,
including marketing, retention, financial and AML.
GiG Data also forecasts behaviour of players in real time, and
the product has helped operational teams be more lean and
operationally efficient. It’s a main ingredient for pivotal areas
such as acquisition, retention, personalisation and player
safety. All intel is propagated to our real time rules engine,
GiG Logic, where an operator can not only access predictions
in real time, but also create tailored automated actions. All
in all, allowing operators to be proactive and heads and
shoulders above the rest.
Logic
GiG’s real-time rules engine, Logic, allows operators to
orchestrate features by building business rules without the
need of coding knowledge or development teams. With Logic,
GiG’s partners are able to leverage the integrations available,
both from GiG Platform and beyond, to reduce operational
costs. Such a product enables the brands to optimise their
time to market. GiG Logic utilises transactional data from
all other products within GiG Platform, including GiG Data.
Tailored automated actions can be built around players'
experience and their current life cycle.
Logic has over 100 pre-defined building blocks and processes
over 52 million messages a day.
How it works
Logic absorbs messages by reading what players are doing
both offline and online through any API call. For example,
if a player spins a game or makes a deposit, logic reacts in
milliseconds to whatever that player is doing. The unique
user interface then allows operators to drag and drop rules
and building blocks in a flow chart style design, helping them
to build their logic within these messages and tailor them to
their players.
Frontend
GiG works closely with its partners to digitally recreate the
look and feel of their on-site casino. The frontend framework
and CMS solutions work together to keep players engaged
with a consistent gaming experience and enables our clients
to continue to stand out from their competitors online as they
do offline.
Through machine learning applications, GiG’s feature-rich
CMS automatically provides players with recommendations of
games and presents them with automated promotions such
as tournaments, races, automated cash-back and more. This
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allows operators to tailor their content and cross-sell
marketing campaigns to ensure they are always in front
of their players with engaging content.
Managed services
GiG’s managed services solution provides operators
with a tailor-made package of turnkey services to
suit their individual business needs’ including media
services, operations services and customer relationship
management. All of GiG’s turnkey managed services
are available from pre-launch throughout their business
lifecycle, providing operators with the support needed
to help manage and grow your gaming business.
Operations
Our dedicated and experienced operations team
takes care of all operational aspects of our partners’
organisation including support, compliance, risk and
fraud and KYC.
GiG’s first-line customer support team are highly skilled
and have undergone GamCare accredited training
ensuring that our commitment to responsible gaming is
reflected in everything we do.
Customer relationship management section
At GiG, customer relationship management is so
much more than a CRM tool, it’s all about creating
an integrated customer strategy that focuses on
our partners’ customers journey and lifetime value.
With over a decade of experience from within a B2C
gaming environment, and with expert knowledge of our
in-house CRM system and tools, and of its products,
GiG’s CRM team is committed to delivering a proactive
approach to customer relationships.
"It’s all about
creating an
integrated
customer strategy
that focuses on
our partners’
customer’s journey
and lifetime value"
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Sportnco: our Sportsbook
The GiG Sportnco Sportsbook combines an innovative
and proprietary product with an unparalleled geographical
footprint, following the acquisition of Sportnco by GiG in
April 2022. Our sportsbook offers a complete end-to-end
solution with the sportsbook and platform combined, to
allow for a seamless user experience for all operators.
Our partners benefit from one single integration point to
facilitate their onboarding and launch. Now a truly global
offering, the GiG Sportnco Sportsbook enjoys access to
over 30 markets, focused on flexibility to deliver tailored
odds, personalised margins and tailored strategies to
specific regulated markets. Our geographical footprint now
covers clients all over the world, with new deals covering
Angola, Province of Buenos Aires, City of Buenos Aires,
Cordoba, Mendoza and Entre Rios in Argentina, Portugal,
Maryland, Ontario, Latvia and the United Kingdom.
Our Sportsbook is specifically designed to accommodate
integrations as quickly and as easily as possible. Due to
continuous frontend and automation development, our
capacity and speed to market has increased by 50%
over the last year allowing us to deploy and configure
environments twice as fast as before, launching new
customers in existing markets as fast as in 6 weeks.
The success of our Sportsbook is born out of our
obsession with sports, and that passion is perfectly
encapsulated by our specialised in-house trading team.
Centred around bespoke offerings for key markets, 24/7
availability, proactivity, personalised risk management
and personalised customer support, we are able to build a
truly tailored experience for our clients, regardless of their
location around the world. We are able to offer dedicated
odds, dedicated markets and a customised pricing
strategy, which enables the sportsbook to be personalised
and tailored to suit both the market and partner. The
team designs solutions for the preferences and habits of
local operators and their players, while remaining 100%
compliant with the regulated markets in which it operates.
• We work with the leading data and odds suppliers in
addition to newly integrated suppliers, ensuring our
betting content is always rich, varied and up-to-date
for an ultimate player experience for our partners’
players.
• Innovation is ingrained within our culture, and
development of a multi-bet feature is designed to
deliver more opportunities for partners to tailor
margins, adapted to unique market needs.
• This flexibility increases the control of margins, allowing
us to offer the most attractive odds package for the
client, therefore maximising revenue-generating
opportunities and increasing customer retention,
acquisition and satisfaction.
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Our websites are all designed to cater for this flexible
centric approach, allowing our partners to customise their
promotional and SEO content thanks to the full control we
give them over their advertising and marketing activities.
The bespoke approach is not limited to our trading
capabilities. We are able to offer regular reporting, day to day
if required, and report on dedicated needs, all supported by
a team of dedicated account managers, specialised for each
market. The new back office has a strong CMS that allows
the client to take full control over the promotions display,
customised banners for every sport, category, competition
and event and the SEO meta elements and text content. The
back office and reporting system also allows our customers
to track the effectiveness of their marketing in real-time. This
is done pre-match, giving them the opportunity to modify or
adjust their promotions, or in-play with the event in progress.
Our system's features enable our clients to assess their
efficiency and tailor their offerings to ensure specific bets
and features can be found by the players in optimal fashion,
whether pre-match or in a live setting.
The interface is simple and intuitive and provides unique
tabs and access for each department and their teams:
customer service, marketing, management or affiliates. Each
department can consult the system and use it for marketing
analysis, trading and risk management assessment or
affiliate reporting.
We have been working extremely hard over the last 12 months
to ensure we offer, and will continue to offer, what the market
needs to build growth and success. GiG's Sportnco sports
betting solution is more than a betting solution, it is a global
and bespoke service that includes a team of over 100 highly
skilled professionals who bring development, odds and risk
management, consultancy and personal attention to our
partners so that we can launch, at unparalleled speed, in any
jurisdiction and grow their business together. This is the key
to our commercial success in demanding regulations. This is
why operators trust us year after year.
Key benefits
• Dedicated trading and risk management
• Mobile and apps (native and hybrid) responsive frontend
design
• Extensive knowledge and expertise on auditing
requirements for regulatory authorities
• Business analysis, consultancy and marketing advisory
services
• 50,000+ pre-match events per month
• 25,000+ real-time live events per month
• 600+ betting markets
• 5000+ leagues
• 50+ Sports
Omnichannel
GiG works closely with its partners to ensure that their
digital transformation is a smooth process that offers
players a tailored and seamless customer journey. GiG’s
omnichannel solution can be integrated with any casino
management system allowing its partners to seamlessly
combine their retail and digital offering. This not only helps
to increase customer convenience but also to increase
player lifetime value and retention.
The GiG omnichannel approach allows operators to support
and complement their retail offering, giving them a strong
presence in both the online and offline worlds, which makes
them more accessible to their customers. GiG’s omnichannel
solution can be integrated with any casino management
system allowing operators to harmoniously combine their
retail and digital offering.
Some of the main benefits to GiG’s omni solution is the single
wallet, registration and shared loyalty system, each of which
come with significant benefits to both the operator and their
players. The GiG omnichannel approach adds a high level of
value throughout the entire customer journey, placing our
partners’ customers at the centre of their brand.
"The GiG omnichannel
approach allows
operators to support and
complement their retail
offering, giving them a
strong presence in both
the online and offline
worlds, which makes
them more accessible to
their customers"
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SUSTAINABILITY
REPORT
02
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Annual Report 2022
Our people and practices are
continually improving to focus on
creating a truly sustainable business
which adds value to the world in
which we live. From adopting all ESG
and United Nations standards and
values, to the key measurements and
KPIs, we are encompassing them
all in our sustainability strategy and
planning. We are excited to help lead
the industry into a better tomorrow, for
people and for planet.
We are starting from the very
foundations of the organisation, looking
at everything through an ESG lens, and
have identified a number of areas and
ways to improve what we are doing.
Defining two clear sustainability goals
has meant we can identify what is and
is not working. 2022 has been a year
of research and development, where
the team has created partnerships with
leading B Corp certified companies
to guide us, these include leading
carbon management platform Greenly,
and leading consultancy Legacy,
which improves the understanding
and activation of our investment, and
means we can measure everything we
do moving forward.
We continually build and develop upon our regulatory compliance, information
security and platform management efforts to provide our partners and the
communities in which they operate in, with the safest, most secure and innovative
service, including AML, Player Protection, Safer Gambling, ISO 27001 and ISO 20000
certificates. Our climate action includes partnering with Greenly to accurately
measure, manage and inturn reduce our Scope 1, 2 and 3 GHG emissions. We
have also stopped gifting merchandise, as the emissions produced impact the
climate negatively, and are now offering well-being top-ups, a Reward Toolkit for
Managers and their teams, and we will shortly provide truly sustainable welcome
gifts which offset carbon emissions around the world, including tree planting or
donation to biodiverse projects through Switzerland based The Gold Standard's
organisation “for a climate secure and sustainable world”. We have also offset
167,000kg Co
2
(100% of our recorded business travel footprint) through The
Gold Standards Verified Emission Reductions scheme. In 2022 our People team
collected, compiled and addressed over 63,000 feedback points through annual
and monthly Voice of Employee and engagement surveys, to improve the employee
experience, and developed a new and improved perks and benefits package. The
team also established GiG’s first DEI allyship called GiG Allies, with full training and
certifications achieved by all members.
Whilst we have some way to go to reach our sustainability targets, you will read in
this report that we are constantly improving. Add to this the extensive sustainability
review planned for H2 2023 with Bureau Veritas in collaboration with RSM, GiG
undertaking it’s first ESG rating analysis which benchmarked the organisation overall,
at a fair 47 (50 is good), and our recently attained NASDAQ ESG Transparency
Partner stamp of approval, we can further define, develop and inform the next
stage of our journey to sustainability in 2023/4. We look forward to updating our
stakeholders on our progress in upcoming quarterly and annual reports.
Gemma Edward,
Director of PSS and Sustainability
Foreword
>>
Our strategic
approach to
Sustainability:
24
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Annual Report 2022
2022
Highlights
Business goal 2022
Expanded and doubled our
addressable markets.
The acquisition of Sportnco completed April 2022, and an agreement
signed to acquire the casino affiliate websites AskGamblers.com,
Johnslots.com, Newcasinos.com and several smaller domains.
Increased and renewed ISO
certifications.
As well as our recertification for the coveted ISO 27001 for information
security, for all products and services across GiGH’s operations, GiG
was awarded the ISO 20000 certification for the platform after an
extensive review of internal service management system, framework
and practices.
Recognised as Best Casino
Affiliate.
GiG Media was awarded “best casino affiliate” award at the iGB
Affiliate Awards in London.
Partnered with premium Media
organisation.
GiG Media entered into a new commercial partnership with News Corp
UK & Ireland Limited for sports betting and casino content to their
premium media websites The Sun and talkSPORT in Q4 2022.
Signed 20 deals and entered
into new and emerging markets.
Platform and Sportsbook signed a vast array of platform, managed
services, PAM and sportsbook deals with; Betsson, SkyCity, Aspers
UK, Crab Sports, Full Games, Betway, Grupo Boldt (Bplay), Fenibet,
Strike Games, Luckybet, Luckydays and Spinaway, StarCasino
resulting in GiG’s exciting position in emerging, new and existing
markets like Africa, US, Europe, Canada, UK, LATAM and Serbia. The
total number of live brands was 62 at the end of Q4 2022.
US and Canada Expansion.
From being granted authorisation in three States in the US (New
Jersey, IOWA and Pennsylvania), to GiG’s Ontario licence being
granted, and Ben Clemes leading the creation of a North American
hub, GiG’s plans to expand successfully in this territory are well
underway.
Reduced GHG emissions with
office reviews.
Workplace Services team along with support from the office
environment committees comprising representatives from IT, Finance
and People, have successfully subleased 2 levels in GiG Beach, moved
the Marbella office, to reduce emissions and costs, and increase
services and engagement.
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Sustainability Report
Annual Report 2022
People goal 2022
Improved employee experience.
Our people deserve a company without bias, who cares and provides
them with the very best service and experience. We reviewed our
most pertinent policies, including Right to Disconnect, Flexi-working
and Health and Well-being, which are industry leading policies,
including best practices. We also continued to work through the
63,000 feedback points and work on a brand new perks and benefits
package which includes Me Time day, Birthday leave, GiG Gives paid
volunteer day, 350 euro Well-being allowance, which can be used for
personal care, clothing, appliances and charity donations, a very broad
spectrum, plus many more initiatives, all to ensure our people felt
supported and catered for in every way.
Implemented Your Voice.
As part of the EU Whistleblower directive, we have provided ‘Your
Voice’ on Hibob which is an anonymous reporting tool that protects
our people and enables them to speak up in a safe and secure
environment. This directive was passed into national law on December
17 2021, for companies with more than 249 people.
Listened to our people.
We sent monthly and quarterly engagement surveys in Media, Group
and Platform in 2022 and extended to Sportnco Group in early
2023, and the first Have Your Say survey in Oct 2021, with an 87%
participation rate, which collected almost 40,000 feedback points to
shape many aspects of our people employee experience throughout
2022, and launched the second Have Your Say survey in March 2023.
The feedback gathered is used to see what is working, what to stop
doing and what we need to improve. In total we collected, compiled
and used 63,000 points of feedback to directly shape and improve the
employee experience throughout 2022.
Improved recognition.
With 22 teams and individuals winning GiGstars of the month and held
our 3rd Annual GiGstars Awards in Dec 2022 with 446 nominations, 28
judges, 24 finalists and 8 winners, where the prizes were focussed on
improving well-being through experiences.
Created new perks and benefits
package.
We want to foster a trusted and rewarding company culture, with
flexibility at its core and attractive benefits to retain our people by
giving the best all round experience from personal development
and progression, remuneration and investment, environment and
accompanying perks. We researched the global employment market
and used the data and feedback from Have Your Say, Stay and
Monthly Engagement surveys to put together a personalised, forward
looking and industry leading benefits and perks package
Protected the planet through
further ESG exploration.
From reducing merchandise, use of couriers, and looking into ways to
decarbonise our operations, multiple teams contributed to offsetting
GiG’s carbon footprint and the reduction of GHG emissions in 2022.
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Sustainability Report
Annual Report 2022
Improved employee experience.
Our people deserve a company without bias, who cares and provides
them with the very best service and experience. We reviewed our
most pertinent policies, including Right to Disconnect, Flexi-working
and Health and Well-being, which are industry leading policies,
including best practices. We also continued to work through the
63,000 feedback points and work on a brand new perks and benefits
package which includes Me Time day, Birthday leave, GiG Gives paid
volunteer day, 350 euro Well-being allowance, which can be used for
personal care, clothing, appliances and charity donations, a very broad
spectrum, plus many more initiatives, all to ensure our people felt
supported and catered for in every way.
Implemented Your Voice.
As part of the EU Whistleblower directive, we have provided ‘Your
Voice’ on Hibob which is an anonymous reporting tool that protects
our people and enables them to speak up in a safe and secure
environment. This directive was passed into national law on December
17 2021, for companies with more than 249 people.
Listened to our people.
We sent monthly and quarterly engagement surveys in Media, Group
and Platform in 2022 and extended to Sportnco Group in early
2023, and the first Have Your Say survey in Oct 2021, with an 87%
participation rate, which collected almost 40,000 feedback points to
shape many aspects of our people employee experience throughout
2022, and launched the second Have Your Say survey in March 2023.
The feedback gathered is used to see what is working, what to stop
doing and what we need to improve. In total we collected, compiled
and used 63,000 points of feedback to directly shape and improve the
employee experience throughout 2022.
Improved recognition.
With 22 teams and individuals winning GiGstars of the month and held
our 3rd Annual GiGstars Awards in Dec 2022 with 446 nominations, 28
judges, 24 finalists and 8 winners, where the prizes were focussed on
improving well-being through experiences.
Created new perks and benefits
package.
We want to foster a trusted and rewarding company culture, with
flexibility at its core and attractive benefits to retain our people by
giving the best all round experience from personal development
and progression, remuneration and investment, environment and
accompanying perks. We researched the global employment market
and used the data and feedback from Have Your Say, Stay and
Monthly Engagement surveys to put together a personalised, forward
looking and industry leading benefits and perks package
Protected the planet through
further ESG exploration.
From reducing merchandise, use of couriers, and looking into ways to
decarbonise our operations, multiple teams contributed to offsetting
GiG’s carbon footprint and the reduction of GHG emissions in 2022.
Business goal 2023
Execute strategic review.
It’s all hands on deck to plan and implement the separation
of the organisation into two publicly listed companies.
Acquisition of
AskGamblers.
Acquisition was completed end of January with several
initiatives to grow revenue and EBITDA for the asset being
identified.
Complete Sportnco
Integration.
Continually innovate in the regulatory compliance arena,
from the building of advanced RG Risk Profiling solutions
supported by capabilities that automate customer
interactions and interventions, to safer gambling training
and meticulous safer gambling and social responsibility
reviews by external consultants
Increase Safer Gambling
and Player Protection
offering.
Continually improve the innovations in the regulatory
compliance arena, from RG Risk Profiling to RG training, and
how GiG communicates with partners and their end users.
Regulated market
expansion.
Continue work maintaining current licenses in regulated
markets, look to expand into new markets, and we
completed Maryland and Pennsylvania licences in March
2023.
Improve overall ESG
rating.
Complete a review of the organisation’s activities towards
ESG targets and assess the organisation’s readiness to
report under the CSRD directive with Bureau Veritas (in
collaboration with RSM) and use partnership with Greenly
and Legacy to create an informed and specific emissions
reduction plan, focussing on supply chain, increasing
efficiencies, improving retention of talent and more.
Key focus areas for
2023
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Sustainability Report
Annual Report 2022
People goal 2023
Improve employee
experience.
Rolling out new perks and benefits package, continued
focus on well-being with new partner, maintaining flexibility,
increase recognition schemes, more dedicated training and
development resources and time, personal development
planning and support etc.
Greater recognition and
reward through perks
and benefits package.
Increased office and team building events, Increased well-
being allowance, Introduced Birthday leave and‘’Me Time’’
Day, Work anniversary manager reward toolkit, Sustainable
new joiner gift of tree planting / supporting biodiverse start
ups.
Streamline office
environments and
improve workplace
services.
Continue the work on office environments and use of space,
including further subleasing and review of office space.
Leadership programme
and training.
With the success of the 2022 Leadership programme our
People team will expand this to include further investment in
training and workshops in 2023.
Found GiG Gives and
solidify philanthropic
direction.
Complete the official foundation of GiG Gives and establish
one partnered charity in each location, which matches our
values and targets.
28
Sustainability Report
Annual Report 2022
Improve employee
experience.
Rolling out new perks and benefits package, continued
focus on well-being with new partner, maintaining flexibility,
increase recognition schemes, more dedicated training and
development resources and time, personal development
planning and support etc.
Greater recognition and
reward through perks
and benefits package.
Increased office and team building events, Increased well-
being allowance, Introduced Birthday leave and‘’Me Time’’
Day, Work anniversary manager reward toolkit, Sustainable
new joiner gift of tree planting / supporting biodiverse start
ups.
Streamline office
environments and
improve workplace
services.
Continue the work on office environments and use of space,
including further subleasing and review of office space.
Leadership programme
and training.
With the success of the 2022 Leadership programme our
People team will expand this to include further investment in
training and workshops in 2023.
Found GiG Gives and
solidify philanthropic
direction.
Complete the official foundation of GiG Gives and establish
one partnered charity in each location, which matches our
values and targets.
ESG
In 2021 we embarked on the journey every company should
be taking to record and report on the 4 categories and 12
subcategories of ESG reporting. We are fully committed to
reducing our impact on the planet and supporting our people,
and we are excited to begin our journey in earnest to achieve
Net Zero through analysis, reduction and neutralisation. We
have partnered with leading carbon management accounting
platform, Greenly, to accurately measure and report on GiG’s
GHG emissions, and put in place an informed roadmap for
decarbonisation, once this has been completed we will share
the roadmap with all stakeholders and our target date for
reaching NetZero. Also, we commissioned a full ESG analysis
for 2022, with consultancy Legacy so we can better monitor
our global standing, highlighting the areas which need greater
focus moving forward. Both of these companies are B Corp
Certified, the highest sustainability standards achievable.
Please see our Annual Sustainability Report 2022 for further
details.
Our areas of focus
• Scope 1, 2 and 3 carbon emissions assessment with
partner Greenly, with the following targets:
» Reducing consumption and waste. We are recycling
paper, plastic, glass, organic material, printer
toner and batteries in all of our locations, including
electronic waste, and we have started to record all
of our energy consumption. We aim to reduce our
energy and water consumption by 5% in 2023.
» Improving merchandise practices. We’re also
changing our current merchandise to sustainable
products, and reducing CO2 emissions caused
by shipments, couriers by changing the shipment
type and frequency and awarding digital prizes and
rewards instead of physical items. We have stopped
gifting merchandise which reduced associated
GHG emissions in 2022. Once the results from
Greenly’s carbon management platform are
calculated, we will update on specific numbers by
the end of 2023.
Category
Ratings
Community 47
Employees 47
Environment 46
Governance 49
Overall Rating: 47
Community Community Dev and Philanthropy 51
Human Rights and Supply Chain 40
Product 49
Employees Compensation and Benefits 49
Diversity and Labour Rights 47
Training, Health and Safety 46
Environment Energy and Climate Change 56
Environment Policy and Reporting 41
Resource Management 41
Governance Board 51
Leadership Ethics 50
Transparency and Reporting 45
Subcategory Ratings
29
Sustainability Report
Annual Report 2022
03
BOARD OF
DIRECTOR'S
REPORT
Annual Report 2022
30
Board of Directors' Report
Board of director's
report
Description of the Business
Gaming Innovation Group (“GiG” or the “Company”) is headquartered in Malta. The
parent in the group, Gaming Innovation Group Inc., is a US corporation incorporated
in the state of Delaware, USA, and is dual listed on the Oslo Stock Exchange,
Norway, with the ticker symbol “GIG” and at Nasdaq Stockholm, Sweden, with the
ticker symbol “GIGSEK”.
The Company’s vision is to be the industry leading platform and media provider
delivering world class solutions to our iGaming partners and their customers and
the mission is to drive sustainable growth and profitability of our partners through
product innovation, scalable technology and quality of service. To reach this
vision, GiG uses its own proprietary technology and products, offering an open and
connected ecosystem of products, services and solutions benefiting end users,
suppliers and operators alike.
GiG’s principal activities during 2022 were the provision of online gaming services,
primarily the provision of remote gaming platforms, sportsbook, and affiliate
marketing operations divided into the following two segments:
GiG Media refers users to operator partners across casino, poker and sports betting,
mainly by operating websites that rank high in search results for specific keywords
and pay-per click advertising. The vision is to enhance touchpoints where people
discover iGaming online by emphasising educational, informational, and valuable
content about the industry and promoting top-tier games, operators, and offerings
through web portals and online campaigns. Media Services generates revenue
through perpetual revenue share agreements, cost per acquisition (CPA), hybrid
models, and listing fees for prominent positions on our websites. Affiliate marketing
offers solid margins and benefits from economies of scale, making GiG Media one of
the leading iGaming affiliates for revenue and traffic-driving capabilities.
Platform & Sportbook contains GiG’s proprietary technical platforms - player
account management platforms (PAM) - offering the full range of services needed
for an iGaming operator and proprietary sportsbook including trading tools and front
end. The platform is integrating application developers such as game and payment
providers, who can access an ecosystem of operators through a single integration.
The operator can utilise open APIs to connect its front-end website and customer
management system (CMS) to the system and gain access to all the game service
providers (GSPs), payment service providers (PSPs) and ancillary services including
Annual Report 2022
31
Board of Directors' Report
live chat, email systems, affiliate systems and CRM. All features and functionality
are offered as a Software-as-a-Service (SaaS). The platform itself is fully scalable
both horizontally and vertically with individual modules being scalable in anticipation
of increased load. The sportsbook is a multi-tenant system, which gives scalability,
speed to market and simplifies B2B management. It also gives operators the
freedom to take control of their offering, choosing their odds, margins and limits for
every sporting event and market, without being dependent on their supplier.
GiG has strategically positioned itself towards larger and more complex operators
where the Company can support an operator across all the major parts of the
iGaming value chain, including offering a seamless omnichannel solution from retail
to online and managed services.
Sportnco Gaming
On 1 April 2022, GiG acquired the iGaming company Sportnco Gaming SAS
(“Sportnco”). Sportnco is one of the leading platform providers of turnkey betting
solutions for operators in regulated markets through its inhouse developed
sportsbook. The combined company enhances and strengthens GiG’s position
as one of the industry leading platforms and media providers with innovative and
proprietary products and creating one of the largest and fastest growing providers in
regulated iGaming with an unparalleled geographical footprint.
AskGamblers
In December, GiG signed an agreement to acquire the casino affiliate website
Askgamblers.com and several other domains. Askgamblers.com is an awardwinning
website recognised as a well-trusted source in the iGaming industry with strong
brand recognition by users. The acquisition was completed in January 2023 and
cements GiG Media’s position as the leading casino affiliate and will provide the
business with several keystrategic assets and multiple revenue opportunities.
Outlook
Media Services witnessed a strong performance in 2022, with the growth in
player intake and positive developments in website rankings supporting further
expansion in this segment. Approximately 95% of new first-time depositors (FTDs)
are on a revenue share or hybrid deals, bolstering GiG's extensive player database
with perpetual revenue share. As GiG increases its geographical diversification,
sustainable revenue growth for Media Services is anticipated.
For Platform & Sportsbook, GiG offers innovative and proprietary products with
an unparalleled geographical footprint covering 37 markets worldwide including
the pipeline. This gives GiG a large overall addressable market and focus will be
to sign new clients but also to offer growth and diversification to existing clients
through extended geographical presence. New clients are added each quarter,
building a sustainable and recurring SaaS revenue stream that will improve the
operational performance for the segment going forward. The full effects of the cost
initiatives taken in 2022 will be seen through increased contribution from Platform &
Sportsbook in 2023.
The Board of Directors has decided to initiate a strategic review with the intention to
split the Company into two separate companies, by distributing one of the business
segments, GiG Media or Platform & Sportsbook, to GiG’s shareholders. The purpose
of the split is to optimise growth opportunities and ensure each business can benefit
from the strategic and financial flexibility of their distinctive business models. The
split will form two industry leading businesses with the potential to grow faster than
in the current corporate structure. Planning has begun, and is expected to continue
Licensed in
37
markets
(incl. pipeline)
Annual Report 2022
32
Board of Directors' Report
2020 2021 2022
45.0
34.3
33.2
GiG MEDIA
Revenues (MEUR)
GiG MEDIA
EBITDA adj. (MEUR)
throughout 2023, focusing on outlining the strategic and operational objectives that
need to be achieved in order to execute the split. A final execution will be subject to
all necessary corporate actions, including shareholder approval.
GiG has made good progress towards its operational and financial targets in 2022,
with 28% organic growth, an increase in adjusted EBITDA margin from 34% to 38%,
and decrease of leverage ratio from 1.9 to 1.6. The Company remains confident and
committed to its long-term financial targets which are as follows:
• Growth: To achieve annual organic revenue growth in the region of 20%
• Profitability: To achieve an adj. EBITDA margin in excess of 50% during 2024
• Leverage: Cash generated from the business will be used to lower leverage
ratio while continually pursuing growth opportunities in the rapidly growing
iGaming sector.
Operational Performance
Media Services
GiG Media delivered an all-time high in revenues in 2022, up 37% from 2021,
continuing the positive development over the past years. Player intake continues to
be strong and reached 352,000 first time depositors (FTDs) in 2022, up 78% from
197,800 in 2021. Both within Paid and Publishing, GiG Media continues to scale up
marketing spend in line with the ambition to grow revenue and business further. The
growth in player intake provides a strong foundation for future revenue with most of
the players generated having a revenue share component, with players referred on
either pure revenue share or hybrid.
In December 2022, GiG Media entered a strategic partnership with News UK to drive
betting-related traffic in the UK through The Sun and talkSPORT. The partnership
has yielded positive results already in its first months of operation, with strong
organic rankings in the English market. GiG Media believes that this partnership
will generate significant revenue in the future. Additionally, plans to explore new
partnerships is a key area of focus in the coming years.
Expanding into new regions resulted in a more diverse geographical spread in both
revenues and FTDs in 2022, reducing the overall operational risk and increaseing
geographical diversification. New markets in which to operate with paid campaigns
includes Greece, Italy and the United Kingdom, and GiG Media currently holds a
total of 15 licenses from Meta. Publishing experienced positive search rankings and
launched several new websites in 2022 and entered six new markets during the year
in line with the strategy to diversify revenue streams further.
Marketing spend increased in 2022 in line with the ambition to diversify and invest
in a broader composition of markets and channels to drive sustainable long-term
growth. Given the substantial growth and further potential within both Publishing
and Paid in conjunction with new market openings via regulation, GiG will continue to
invest to capitalise on the future potential in this business area.
Diversity also increased for Paid in 2022, with growth in the market portfolio for
all significant channels. Social Media's license portfolio broadened by including
six new markets. PPC launched multiple new websites in existing markets while
also adding ten new markets to the portfolio, ensuring an even wider client reach,
including expanding into four US states. The display channel has equally focused
on diversifying and increasing its performance, ensuring a more stable channel,
resulting in the entrance of 25 new markets, including a vast presence in the US.
GiG Media increased its market coverage in the US in 2022, reflecting the ambition
to be an influential player within this important market. GiG holds 13 licences and
vendor registrations in the US and is qualified to do business in 22 states as well as
GiG MEDIA
EBITDA margin adj.
2019
61.7
2020 2021 2022
21.0
17.6
18.2
2019
29.6
2020 2021 20222019
55%
51%
47%
48%
Annual Report 2022
33
Board of Directors' Report
Washington D.C. US organic traffic increased 87% in 2022 compared to 2021. Strong
growth was also seen in Latin America, and combined revenues from the Americas
increased 174% in 2022 compared to 2021.
GiG’s proprietary compliance tool, GiG Comply, is based on proprietary technology
and monitors advertising partners towards regulatory bodies to ensure compliance.
GiG Comply signed six new clients and re-signed 17 existing clients in 2022,
continuing the positive developments for GiG Comply as the focus on compliance is
increasing in the iGaming industry.
Acquisition of Askgamblers
In December 2022, GiG Media signed an agreement to acquire the casino affiliate
websites Askgamblers.com, Johnslots.com, Newcasinos.com and several smaller
domains for a total consideration of EUR 45 million. EUR 20 million was paid in
cash on closing in January 2023, and the balance will be paid with EUR 10 million in
January 2024 and the EUR 15 million balance in January 2025.
Askgamblers.com is an award-winning website recognised as a well-trusted
website source in the iGaming industry with strong brand recognition by users. The
acquisition will diversify GiG Media’s business further in line with the strategy to
create sustainable long-term growth through diversification. The acquired websites
are strong in markets that currently are non-core markets for GiG Media, notably
with the strong global reach of Askgamblers.com, therefore expanding the current
geographical reach. In addition to revenue growth potential, operational synergies
are expected to be realised after the acquisition via the shared use of marketing
technologies, business intelligence systems and key functions.
The management team at GiG Media has identified multiple strategies to improve the
performance of the acquired business. By utilising GiG’s technical SEO optimisation
techniques and proprietary marketing technology in conjunction with the expertise
of Askgamblers, GiG Media anticipates an increase in revenue and optimisation of
costs of the acquired business.
Revenues and EBITDA
Revenues for GiG Media were EUR 61.7 million in 2022, increasing 37% from EUR
45.0 million in 2021, all organic growth. 60% of revenues in 2022 came from revenue
share (62% in 2021), 14% from CPA (14%) and 26% from listing fees and other
services (24%).
Publishing revenue grew by 27% in 2022, while Paid Media grew by 62%. Paid Media
represented 34% of Media Services revenues in 2022 compared to 29% in 2020,
adding to the improvement of the long-term sustainability of GiG Media’s business.
GiG Media significantly increased marketing spend to support its goal of diversifying
and investing in a broader range of markets, and marketing expenses were EUR
18.2 million in 2022, an increase of 66% from EUR 11.0 million in 2021. Marketing
expenses included Paid Media's "pay-per-click" costs, which amounted to EUR 12.1
million in 2022, a 57% increase from EUR 7.7 million in 2021. Marketing expenses
were 29% of GiG Media’s revenues in 2022, an increase from 24% in 2021.
Adjusted EBITDA for Media Services was EUR 29.6 million in 2022 with an EBITDA
margin of 48%, compared to EUR 21.0 million (47%) in 2021.
Strategy
Media Services will continue to expand its global footprint, aiming to diversify the
GiG MEDIA
Revenue split
Revenue share
CPA
Listing fees &
other
2020 2021 2022
108
93
89
GiG MEDIA
FTDs (1000)
2019
108
Paid Publishing
90
33
26
243
198
126
115
352
59%
26%
15%
Annual Report 2022
34
Board of Directors' Report
business and drive sustainable long-term revenue growth while increasing revenue
outside core markets for both Publishing and Paid. GiG is focused on optimising
website asset creation, traffic conversion, and player monetisation while enhancing
SEO, content management, and technology development. This effort has been
rewarded with recent search ranking updates for the Company's websites, indicating
further growth potential. As part of its ongoing strategy, GiG Media will maintain its
commitment to expanding its global presence and fostering growth outside core
markets in both Publishing and Paid segments.
Platform and Sportsbook
Platform & Sportsbook offers a full turnkey solution across the main verticals in
iGaming, including fully managed services. All products and services can also be
sold separately as modular sales. The addressable market includes strong brands
in segments such as retail and landbased casinos with whom GiG can partner for
the long term to support growth in the digital space. Target markets are regulated
or soon-to-be regulated markets globally, with clients in regions through the North
America, Europe, Latin America and Africa.
The sales pipeline for Platform & Sportsbook developed positively and 22 new
agreements were signed in 2022, including market expansion deals with existing
clients. 12 brands went live in 2022 and another five where development complete
at year end, pending regulations or clients’ decision to launch. Four brands ceased
operations in 2022, resulting in 62 brands live at year-end 2022, with an additional
integration pipeline standing at 17 brands for launch in 2023 and into 2024.
Through the Sportnco transaction, the geographical footprint for Platform &
Sportsbook increased significantly, and subsequently GiG’s has launched into ten
new regulated markets. Included are the Ontario province in Canada, Portugal and
certain provinces in Argentina. At year-end 2022, the platform and sportsbook
products were certified in 29 regulated markets worldwide, and the current pipeline
will add another eight new regulated markets. This gives GiG a large overall
addressable market and focus will be to sign new clients but also to offer growth and
diversification to existing clients through extended geographical presence.
With the acquisition of Sportnco, GiG’s sportsbook will be phased out as a
standalone product with Sportnco’s sportsbook being the preferred product going
forward. GiG has a vision to offer a sportsbook agnostic platform and will consider
integrating third-party sportsbooks in conjunction with GiG’s own propriety platform
solutions to broaden the potential client base.
GiG offers managed services to its customers, and around 75 of staff are handling
the day-to-day operations for certain clients, including casino management, media
services, payments, risk and fraud, player safety, customer support and KYC on a
24/7 basis. The cost base for this operation is stable, and with new clients signed in
2022, margins should improve, and managed services will contribute to the overall
performance for Platform & Sportsbook.
ISO certification
GiG focuses on security in all aspects of its operations, and the data platform has
been ISO 27001 certified since 2018. In 2021, GiG completed the re-certification
of the ISO 27001 and is now ISO 27001 certified across front end development,
content management system, core, logic, data and sports, The certification
covers development, infrastructure, network configuration and associated product
operations as well as backend gaming services hosted on GiG’s infrastructure.
In November 2022, GiG was awarded the ISO 20000 certification for its platform,
following an extensive review of its internal service management system, framework
62
live brands
on platform
29
regulated markets
Annual Report 2022
35
Board of Directors' Report
and practices. As an internationally recognised mark of quality, the certification
awarded by the International Organisation for Standardization (ISO) and International
Electrotechnical Commission (IEC), demonstrates an organisation’s ability to
efficiently and effectively align its management processes in accordance with
international best practices. This certification guarantees that GiG meets global
standards for business, and establishes credibility and trust within consumers,
stakeholders and other business partners.
As part of a concerted program of service accreditation, GiG has proven that
its service offering is in line with all requirements for the ISO 20000 standard in
ensuring the optimal delivery and support of services, having the ability to respond
to increasing service demands and demonstrating the reliability, high quality and
level of service.
Revenues and EBITDA
GiG completed the acquisition of Sportnco Gaming SAS (“Sportnco”) on 1 April 2022,
and Sportnco has been consolidated in the Platform & Sportsbook segment from this
date.
Revenues for Platform & Sportsbook were EUR 45.3 million in 2022, a 22% increase
from EUR 37.2 million in 2021, whereof 8% organic. Included are revenues from
a platform client where GiG recognizes the full operations in the profit and loss
statements and these revenues are partly offset by related cost of sales and site
overhead expenses. By assuming standard white-label agreement accounting
principles, normalised revenues for Platform & Sportsbook were EUR 28.3 million in
2022, a 33% increase from EUR 21.4 million in 2021.
Previously, GiG operated its own B2C brands and also had the majority of is clients
on the platform on a white-label model, where the clients operated on GiG’s own
licenses. The B2C operations were sold in 2020 and subsequently the Company
started to discontinue the white-label model by converting certain clients to SaaS
agreements, while others were discontinued. The transition from white-labels to a
pure SaaS offering was completed early in 2022, and when adjusting for this impact
as well as premium fees and other one-offs related to the sale of B2C operations,
the underlying SaaS and related revenues has seen a strong growth over the past
years with a 65% CAGR for the period 2019-2022 (45% excl. Sportnco).
In 2022, initiatives were taken to reduce operating expenses for GiG’s platform
operations. The cost reductions progressed according to plan through the year, and
the main effects will be realised in the during 2023 and onward due to completion of
planned new market entries. The anticipated annualised savings will be in the region
of EUR 8 million when completed, including synergies from the Sportnco integration.
EBITDA showed a positive development through the year and for the full year
2022, adjusted EBITDA for Platform & Sportsbook ended at EUR 4.6 million, a 163%
improvement from EUR 1.8 million in 2021.
Strategy
The transition from white-labels to a pure SaaS offering is complete, and the
negative impact on revenues from regulatory changes as seen in Germany and
the Netherlands in prior years should be limited going forward, due to increased
geographical diversification. With an increasing number of new clients going
live, and anticipated growth for existing clients, it is expected that revenues for
Platform & Sportsbook will grow going forward. Combined with the cost savings,
an improvement in operational performance and cash generation for Platform &
Sportsbook in 2023 and onwards is expected.
2020 2021 2022
21.4
18.9
16.8
PLATFORM
Normalised revenues (MEUR)
2019
28.3
2020 2021 2022
1.8
-2.3
-5.0
PLATFORM
Normalised EBITDA (MEUR)
2019
4.6
2020 2021 2022
13.9
9.7
5.7
SaaS and related revenues
(MEUR)
2019
25.5
Annual Report 2022
36
Board of Directors' Report
Financial Performance
Revenues
Consolidated revenues amounted to EUR 107.0 million in 2022. This is a 30%
increase from EUR 82.6 million in 2021. Reported revenues include revenues from
a platform client where GiG recognizes the full operations in the profit and loss
statements and these revenues are partly offset by related cost of sales and site
overhead expenses (included under marketing). See Note 34 in the Consolidated
Financial Statements for more details. Adjusted for these, normalised revenues were
EUR 90.1 million for the full year 2022, a 36% increase from EUR 66.3 million in 2021.
Organic growth was 28%. The increase in revenues results mainly from the positive
development in GiG Media and the acquisition of Sportnco together with onboarding
of new customers in Platform & Sportsbook.
Cost of Sales
For the full year 2022, cost of sales amounted to EUR 5.4 million, an increase of 17%
from EUR 4.6 million in 2021, whereof EUR 4.5 million (EUR 3.3 million in 2021) was
related to the platform client mentioned above. Cost of sales includes fees to game
and payment suppliers, gaming taxes and other variable expenses.
Gross profit
Gross profit amounted to EUR 101.7 million in 2022, an increase of 30% from EUR
78.0 million in 2021. The gross profit margin was 95% compared to 94% in 2021.
Adjusted for the platform client, normalised gross profit amounted to EUR 89.2
million, an increase of 36% from EUR 65.5 million in 2021, with a gross profit margin
of 99% (99% in 2021).
Operating expenses
Personnel expenses were EUR 26.7 million in 2022, an increase of 21% from EUR
22.1 million in 2021, mainly du to the acquisition of Sportnco from April. Capitalised
personnel expenses related to the Company’s development of technology and
future products amounted to EUR 14.1 million in 2022, compared to EUR 8.0 million
in 2021, and are amortised over three years. These costs are mainly related to the
development of GiG’s platform and sportsbook products.
Marketing expenses were EUR 31.2 million in 2022, an increase of 36% from EUR
23.0 million in 2021. Adjusted for the platform client, marketing expenses were EUR
18.8 million, an increase of 68% from EUR 11.2 million in 2021. Normalised marketing
expenses share of total revenues was 21% in 2022 compared to 17% in 2021.
Marketing expenses are mainly related to GiG Media, hereunder PPC (pay-per click)
payments for traffic in Paid.
Other operating expenses are mainly related to technology and general corporate
purposes and amounted to EUR 11.2 million in 2022, a decrease of 8% from EUR
12.2 million in 2021. The decrease is a result of initiatives taken early 2022 to reduce
operating expenses in Platform & Sportsbook, including synergies effects from the
acquisition of Sportnco.
Depreciation and amortisation
Depreciation and amortisation amounted to EUR 20.7 million in 2022 compared to
EUR 14.6 million in 2021, whereof depreciation was EUR 1.4 million (EUR 1.7 million in
2021). The increase is mainly related to the acquisition of Sportnco, which resulted in
EUR 6.1 million in amortisation in 2022.
€107
million
in revenues
+30%
revenue growth
Annual Report 2022
37
Board of Directors' Report
Amortisation related to the affiliate acquisitions completed
in 2015-2017 were EUR 4.4 million in 2022, compared to
EUR 4.3 million in 2021. Acquired affiliate assets have been
conservatively amortised over 8 years for domains/SEO, and
in 2021 the estimated useful lives of media domains were
revised to reflect the re-assessed value of such assets, see
Note 10 in the Consolidated Financial Statements.
Amortisation of capitalised development expenses were EUR
16.2 million in 2022, an increase of 38% compared to EUR 11.7
million in 2021. Depreciation expense related to IFRS 16 was
EUR 1.7 million in 2022 compared to EUR 2.6 million in 2021.
Operating result
Operating profit was EUR 11.8 million in 2022, an increase of
91% from EUR 6.2 million in 2021. The improvement results
from increased revenues and overall improved operational
performance.
Other income/(expense)
Net other expenses for 2022 were EUR -4.0 million, compared
to EUR -6.3 million in 2021. The interest expense on the
Company’s bonds were EUR -5.3 million in 2022, compared to
EUR -4.3 million in 2021. Included in other income/expense is
a net unrealised foreign exchange gain of EUR 3.9 million in
2022 on the bond due to the weakening of the SEK towards
the EUR during 2022, compared to EUR 1.1 million in 2021.
Interest expense related to leases was EUR -0.8 million in
2022 compared to EUR -0.9 million in 2021.
Results before income taxes
Results before income taxes were EUR 7.8 million in 2022,
compared to a loss of EUR -0.1 million in 2021.
Tax
GiG had a net tax expense of EUR -2.1 million in 2022,
compared to a net tax income of EUR 0.5 million in 2021.
The tax income in 2021 includes recognition of a deferred
tax asset as a result of a reassessment of prior year
taxable losses that is expected to be utilised in the coming
years. Taxes are paid for the Company’s operations in
Spain, Norway, Denmark and France where inter-company
agreements include satisfactory transfer-pricing mechanisms.
Net result
The net income from continuing operations was EUR 5.7
million in 2022, an improvement from EUR 0.4 million in 2021.
The loss from discontinuing operations was EUR -2.6 million in
2022, compared to loss of EUR -0.5 million in 2021.
Net profit for the year was EUR 3.1 million in 2022, compared
to a loss of EUR -0.1 million in 2021.
Earnings per share
The weighted and diluted average number of shares
outstanding was 118.9 million in 2022 and 95.2 million in
2021. Basic and diluted loss per share was EUR 0.03 in 2022
compared to EUR 0.00 in 2021.
Financial position
Assets
As at 31 December 2022, GiG had total assets of EUR 185.0
million, compared to EUR 87.7 million as at 31 December 2021.
Goodwill generated through business combinations were EUR
75.3 million, an increase from EUR 16.3 million in 2021 due to
the acquisition of Sportnco. Other intangible assets were EUR
61.0 million (EUR 31.7 million in 2021), which comprises the
Company’s technology platforms with EUR 29.6 million (EUR
9.3 million in 2021) and acquired affiliate assets with EUR 17.3
million in domains/SEO (EUR 21.2 million in 2021).
Current assets as of year-end 2022 included EUR 23.2
million in trade and other receivables, all related to ongoing
operations (EUR 17.6 million as of year-end 2021). Cash
and cash equivalents amounted to EUR 15.2 million as at
31 December 2022, compared to EUR 8.6 million as at 31
December 2021. Customer monies that are held in fiduciary
capacity amounted to EUR 1.4 (1.6) million, which are partly
secured by balances with payment providers and partly by
cash balances.
Equity
Total equity was EUR 65.0 million as at 31 December 2022,
with an equity ratio of 35%, an improvement from EUR 11.9
million as at 31 December 2021 (14% equity ratio).
Liabilities
Trade payables and accrued expenses related to ongoing
operations amounted to EUR 22.5 million as at 31 December
2022, an increase from EUR 17.2 million as at 31 December
2021.
The Company’s SEK 550 million 2021-2024 bond is included
under long-term liabilities with EUR 48.2 million (EUR 42.7
million in 2021). Lease liabilities as per IFRS 16 are included
with EUR 3.2 million (EUR 2.4 million in 2021) under current
liabilities and EUR 6.8 million (EUR 10.2 million in 2021) under
long term liabilities.
Through the acquisition of Sportnco, GiG assumed a number
of loans with credit institutions, that are included with EUR
3.8 million under current liabilities and EUR 12.7 million under
long-term liabilities. In addition, the contingent consideration
Annual Report 2022
38
Board of Directors' Report
€185
million
€75.3
million
(earn-out) related to the Sportnco acquisition is included with EUR 8.9 million under
current liabilities and EUR 9.6 million under long-term liabilities. See also Note 7.
Total liabilities amounted to EUR 120.0 million as at 31 December 2022, an increase
from EUR 75.7 million as at 31 December 2021, the increase being mainly attributable
to the Sportnco acquisition.
Cash flow
The consolidated net cash flow from operating activities amounted to EUR 31.8
million in 2022, compared to EUR 12.6 million in 2021. Included in the net cash flow
from operating activities are changes in operating assets and liabilities.
The net cash used for investment activities was EUR -48.1 million in 2022, compared
to EUR -9.2 million in 2021, whereof EUR 14.9 million were capitalised development
expenses (EUR 8.4 million in 2021). Included are the EUR 31.9 million cash element
related to the acquisition of Sportnco on 1 April 2022.
Cash flow from financing activities for 2022 amounted to EUR 23.0 million (EUR -6.3
million in 2021), whereof interest paid on bonds were EUR -5.0 million (EUR -3.8
million in 2021) and lease payments EUR -3.2 million (EUR -3.0 million in 2021). Cash
flow from financing activities includes a EUR 8.4 million net cash infusion from the
SEK 100 million bond tap in January 2022 and EUR 25.0 million in net proceeds from
the share issue related to the Sportnco acquisition.
Cash and cash equivalents increased by EUR 6.6 million in 2022, compared to a
decrease of EUR -2.9 million in 2021.
Summary
The Board of Directors proposes that the Company’s net profit shall be applied to
other equity. The Board of Directors confirms that the financial statements have
been prepared based on the assumptions of a going concern. In our opinion, the
consolidated financial statements present, in all material respects, the financial
position of Gaming Innovation Group Inc. and subsidiaries, as of 31 December 2022.
For more information, see the attached 2022 Consolidated Financial Statements with
accompanying notes.
Corporate Governance
The Board of Directors has, to the best of its knowledge, ensured that the Company
has implemented sound corporate governance, and that the Board of Directors
and management comply with the Norwegian Code of Practice for Corporate
Governance and the Swedish Corporate Governance Code. Adherence to the
Codes is based on the “comply-or-explain” principle; a detailed description of the
Company’s adherence to the Codes is included on page 53 of this annual report.
Bonds
In June 2019, Gaming Innovation Group Plc. issued a SEK 400 million senior secured
bond with maturity in June 2022. In June 2021, the 2019-22 bond was refinanced
through the issuance of a new 3-year SEK 450 million senior secured bond with
more favourable terms and a SEK 550 million borrowing limit. The new bond has a
floating coupon of 3 months STIBOR + 8.50% per annum and is listed on Nasdaq
Stockholm, Sweden.
To cater for the acquisition of Sportnco, certain amendments including the rollover
of the existing long-term loans in Sportnco, was approved by the bondholders
Assets:
Goodwill:
Annual Report 2022
39
Board of Directors' Report
in January 2022. Also in January 2022, GiG completed a
SEK 100 million subsequent bond issue under the existing
bond framework, to be used towards partially finance the
acquisition of Sportnco and general corporate purposes.
As at 31 December 2022, the outstanding bond amount was
SEK 550 million (EUR 48.2 million). The leverage ratio as per
the bond terms was 1.6 as at 31 December 2022, compared to
1.9 as at 31 December 2021.
Management have commenced discussions with at least
two parties with regards to the refinancing of the SEK 550
million bond, however timings of refinancing are yet to be
determined taking into consideration the strategic review
with the intention to split current GiG into two main business
segments.
Shareholder Matters
Gaming Innovation Group Inc. is dual-listed on the Oslo Stock
Exchange, Norway, with the ticker symbol “GiG”, and on
Nasdaq Stockholm, Sweden, with the ticker symbol “GIGSEK”.
The ISIN code for the share is US36467X2062.
As at 31 December 2022, the total number of shares
outstanding in GiG was 122,786,526 (par value USD 1.00),
divided between approximately 9,850 shareholders registered
in the Norwegian VPS system and with Euroclear Sweden.
A Special Meeting of Shareholders in January 2022 approved
to increase the number of authorized shares from 110,000,000
to 150,000,000 to allow for the share issues in relation to the
acquisition of Sportnco.
In February 2022, 1,700,000 options were granted to key
employees. The exercise price is NOK 22.00 per share,
and the options vests over three years with expiry on 31
December 2027, and are conditional upon employment at time
of exercise.
In December 2021, GiG entered into an agreement with
SkyCity Entertainment Group Limited (“SkyCity”), whereby
SkyCity agreed to invest EUR 25 million in GiG through a
directed share issue at NOK 18.00 per share, to finance
the main part of the cash consideration for the Sportnco
acquisition. On 1 April 2022, GiG completed the acquisition of
Sportnco, and 26,110,900 new shares were issued, whereof
13,487,500 to SkyCity and 12,623,400 to the previous owners
of Sportnco.
In January 2023, 4,267,112 new shares were issued at a
share price of NOK 25.61 to a group of investors to finance
the equity part of the AskGamblers acquisition. In addition,
78,400 new shares were issued for exercises of options,
whereof 66,400 to employees exercising options in 2022
where GiG borrowed shares for the transfer of the option
shares to the employees.
As of the date of this report, the Company has 150,000,000
authorised shares, whereof 127,132,038 are issued and
outstanding. In addition, a total of 2,746,950 options are
outstanding. For more details on shares and options, see Note
21 in the Consolidated Financial Statements.
Board of Directors and Management
From 1 January 2022, the Company’s Board of Directors
comprised six members with Petter Nylander as Chairman
and Helge Nielsen, Henrik Persson Ekdahl, Nicolas
Adlercreutz, Kathryn Moore Baker and Kjetil Garstad as
Directors.
In the Special Meeting of Shareholders in January 2022 the
shareholders approved to increase the number of board
members from six to seven, and to authorize the Board to
appoint a new member to the Board of Directors. In April
2022, Michael Ahearne was appointed as new director,
representing SkyCity, increasing the Board of Directors to
seven members. Mr. Ahearne is related to SkyCity, that held
11.0% of shares in GiG as of 31 December 2022.
The Annual Meeting of Shareholders held in May 2022
resolved that the Board of Directors should consist of
seven members and resolved to re-elect Petter Nylander
as Chairman of the Board, to re-elect Nicolas Adlercreutz,
Kjetil Garstad, Kathryn Moore Baker and Michael Ahearne,
and to elect Hesam Yazdi and Mikael Riese Harstad as new
Directors.
The Company has an audit committee consisting of Nicolas
Adlercreutz (committee chair) and Kjetil Garstad, and a
remuneration committee consisting of Petter Nylander
(committee chair) and Kathryn Moore Baker.
In January 2023, Michael Ahearne resigned as a Director
of the Company. The remaining six board members are
independent of the Company’s large shareholders and all
board members are independent of senior management.
In the opinion of the Board, the composition of the Board
of Directors responds to the Company’s needs for varied
competency, continuity and changes in ownership structure.
None of the directors hold any options or are entitled to any
severance payment upon termination or expiration of their
service on the Board. For details about compensation to
board members and senior management, see Note 29 in the
Consolidated Financial Statements.
Board of Directors’ and Management’s shareholdings
The following table shows the number of shares, options and
warrants held by the members of the Board of Directors and
top management of GiG and close associates, or companies
controlled by the Board of Directors or the management, as at
31 December 2022:
Annual Report 2022
40
Board of Directors' Report
People and Environments
GiG’s headquarter is in Malta with operations in Denmark, Spain and France as
well as some satellite offices. At the end of 2022, 583 (468) employees were
spread throughout Malta, Spain, France and Denmark. Approximately 375 people
contributed towards Platform & Sportsbook, 155 were focusing into GiG Media with
the balance in corporate functions. The above numbers include approximately 80 full
time consultants and remote workers with which at present GiG collaborates across
Europe and USA. Additionally, GiG is contracting approximately 100 outsourced tech
resources to be dedicated to the delivery of key projects.
The personnel are 54% employed in Malta, 29% in Spain, 10% in Denmark, 7% in
France. The acquisition of AskGamblers added around 90 employees in GiG Media
from the first quarter 2023.
GiG is a people first organization, and the health and wellbeing of its workforce are
of high importance. The Company implemented a flexi-working approach from 2021,
giving much needed stability to employees and the ability to improve their work-life
balance, whilst ensuring that productivity remains high. This work model is allowing
GiG to optimize investments on office space across all locations and is proving the
commitment towards a long-term sustainable plan towards optimal use of facilities.
Whilst always monitoring local and world-wide health issues, GiG aims to hold
more and more activities and events within its office walls and on digital platforms,
breaking down social and geographical barriers experienced by GiG employees
- bringing people together at every opportunity. For more information, see the
sustainability section on page 23.
Name Position Shares Options
Petter Nylander Chairman 119,800 -
Nicolas Adlercreutz Director 25,000 -
Kjetil Garstad Director 334,531 -
Kathryn Moore Baker Director 20,000 -
Hesam Yazdi Director 927,150 -
Mikael Riese Harstad Director 1,342,136 -
Richard Brown CEO 171,000 60,000
Tore Formo Group CFO 458,167 60,000
Ben Clemes GM for GiG North America 1,707,146 60,000
Jonas Warrer CMO 400,886 60,000
Justin Psaila CFO 2,100 132,000
Nicola Fitton COO - 60,000
Claudia Ginex CPO - 60,000
Claudio Caruana General Counsel 100 60,000
Marcel Elfersy CCO - -
583
employees
375
Platform &
Sportsbook
155
Media
Annual Report 2022
41
Board of Directors' Report
Internal control and risk management
The Board of Directors is responsible for the internal control,
and has established policies, procedures and instructions
related to risk management and internal control. These
documents are distributed to the relevant employees and
other stakeholders, and it is mandatory for all employees
to read, understand and sign off on Company policies and
to comply with the code of conduct. The internal control
framework is a direct result of continuous risk management
processes, which take into consideration the Company’s
business operations, as well as the external environment in
which GiG operates.
The CEO and Group CFO are responsibility for managing
issues concerning insider information and monitoring the
Company’s IR function.
Risks
GiG’s customers are operating in the online gambling industry,
which is affected by general economic and consumer trends
outside GiG’s and its customers’ control. The occurrence
of extraordinary events, such as COVID-19 and the war in
Ukraine, have an adverse impact on the global economy, and
may lead to a global recession. GiG does not have business in
the impacted conflict regions of Ukraine and Russia, and while
difficult to predict the wider impact on consuming spending,
no material impact is experienced so far in GiG’s operations.
Historically, the online gambling industry has proved robust
and normally not been materially affected by uncertain
periods for the global economy.
For further description on different risk factors that may
impact the Company, see details on pages 44-46 and in Note
2.1 and Note 32 in the Consolidated Financial Statements.
Annual Report 2022
42
Board of Directors' Report
Directors’ Responsibility Statement
Today, the Board of Directors and Chief Executive Officer reviewed and approved
the Board of Directors’ report and the consolidated financial statements of Gaming
Innovation Group Inc. and Subsidiaries, and the Company's consolidated financial
statements for the year ended 31 December 2022. We confirm that, to the best of
our knowledge, the consolidated financial statements as of and for the year ended
31 December 2022 have been prepared in accordance with prevailing financial
reporting standards, and give a true and fair view of the assets, liabilities, financial
position and results of operations as a whole for the group and parent company.
We also confirm that, to the best of our knowledge, the Board of Directors’ report
provides a true and fair review of the development and performance of the business
and the position of the Company, together with a description of the most relevant
risks and uncertainties the Company is exposed to, and that any description of
transactions with related parties are correct.
The Board of Directors of Gaming Innovation Group Inc.
21 April 2022
Petter Nylander
Chairman
Kjetil Garstad
Director
Mikael Riese Harstad
Director
Richard Brown
CEO
Nicolas Adlercreutz
Director
Kathryn Moore Baker
Director
Hesam Yazdi
Director
Annual Report 2022
43
Board of Directors' Report
Risk Factors
Financial
The continuation of the Company as a going concern is
dependent on its ability to generate revenues and profits from
its operations and its ability to raise sufficient funding to meet
any short-term or long-term needs. There is no assurance
that the Company will be profitable in the future, which could
obstruct the raising of new capital, if necessary. In addition
to the above, the Group faces the risk that customers are not
able to pay for the services rendered when these falls due.
Competition
The Company faces competition from current competitors, as
well as potential new competitors, which could result in loss
of market share and diminished profits for its operations. The
Company’s main markets are characterised by technological
advances, changes in customer requirements and frequent
new product introductions and improvements. As well as a
positive cash flow, the Company’s future success will depend
on its ability to enhance its current products, maintain
relations with existing and new providers, and develop and
introduce new products, services and solutions. In addition,
there is risk associated with the marketing and sale of new
products.
Customer development
The top 10 customers represent around XX% of total
revenues in 2022. The performance of the customers and
market-related dynamics have an impact on the Company’s
performance. GiG seeks long-term partnerships with its
customers and is reliant on the strength of the relationship
and service to its customers as an asset.
Unsuccessful Integration of AskGamblers
The Company believes that the acquisition of AskGamblers
will result in certain benefits, including expanded market
coverage and client base as well as certain cost synergies
and operational efficiencies. However, to realize these
anticipated benefits, the businesses of GiG and that of
AskGamblers must be successfully integrated. The success
of the acquisition will depend on the Group’s ability to realize
these anticipated benefits from combining the businesses of
the Group and AskGamblers. The Group may fail to realize the
anticipated benefits and not benefit from the economies of
scale anticipated.
Regulation
Gaming Innovation Group Inc. is a holding company and does
not conduct any operations itself. Through its subsidiaries,
GiG is active in a highly regulated online gaming market
as well as several markets which are not yet regulated.
Depending on the regulatory structure of a given jurisdiction,
GiG may require licences to offer its various services, may
become subject to pay licence or regulatory fees or become
subject to additional taxes. It may be the case that a market
which is of significant importance to GiG and which is
presently unregulated becomes subject to commercially
unfeasible or unfavourable regulation or fiscal regimes which
could be to the detriment of GiG. Any changes in regulations,
laws, or other political decisions in the jurisdictions where the
Company operates, may have a positive or negative effect on
its operations.
Where GiG acts as a B2B supplier, regulatory risks as
described above are still indirectly applicable to GiG as GiG’s
main source of income is generated through revenue sharing
arrangements with operators.
The Company’s continuing international expansion brings
further complexity to its multijurisdictional regulatory position
and its task to fulfil regulatory requirements.
B2B
GiG conducts B2B (Business-to-Business) activities through
the offer of its in-house-developed online gaming platform
software (PAM) and sportsbook platform. The software has
been certified as compliant or passed regulatory audits in
accordance with the technical standards of Malta, Spain, City
of Beunos Aires, Province of Buenos Aires, Colombia, New
Jersey, Greece, France, Sweden, Latvia, Romania, Croatia,
Serbia and Portugal.
One of the B2B activities carried out by GiG involves the
provision of white-label services to a certain client, whereby
gaming activities are carried out in reliance of licences held
by GiG, placing GiG accountable for regulatory compliance
affairs of the relevant brand. Following the divestment of
its B2C segment, together with the de-risking strategy to
discontinue the white-label model carried out during 2020
and 2021, GIG is less directly exposed to legal and compliance
risks associated with gaming operations.
GiG’s B2B services described above are carried out in a
highly regulated and supervised environment, where the
Annual Report 2022
44
Board of Directors' Report
pace of change is fast, and regulatory demands on aspects
such as social responsibility are ever evolving and becoming
more stringent. Even where GiG does not operate on the
strength of its own licences or may not be directly subject to
regulation, GiG may be contractually responsible to satisfy the
compliance requirements applicable in the markets in which
its gaming platform is in use or where its operations managed
services are used. The failure to meet the requirements
whether through technical incident, fault or negligence may
lead to financial or regulatory repercussions for GiG.
Additionally, GiG’s platform services are mainly compensated
on a revenue sharing basis (subject to monthly minimums to
cover a portion of GiG’s costs). The introduction of regulation
restricting advertising, imposing affordability checks and
the tightening of regulations in the prevention of money
laundering and social responsibility generally can have a
negative impact on GiG’s revenue sharing arrangements.
Claims for Restitution of Player Losses
There are currently numerous proceedings pending against
online operators in various countries relating to claims for
the repayment of gaming losses which are being pursued
by aggrieved parties supported by litigation financiers. A
number of lower court, higher court, but also Supreme Court
decisions upholding these claims for repayment already exist
in various countries where the courts have found that since
the activity of the operators is unlawful, then the contract
between the operator and the player is null and void and the
player needs to be restored to the same financial position
they were in prior to the gaming losses being incurred.
As a former operator of a number of proprietary business
to consumer brands and white labels, GiG is exposed to a
number of such claims. Many such proceedings have ended
in a settlement.
Affiliate marketing
GiG conducts affiliate marketing activities, by directing
internet users to online gaming websites through various
group-owned websites. Affiliate marketing business is not
regulated in the markets in which GiG carries out the majority
of its business, however such are applicable by extension
and through laws and regulations which are applicable
to operators who are clients of GiG. Certain markets may
enact legislation which may restrict marketing activities,
including affiliation, and rules may also be adopted to prohibit
commercial model generally adopted to compensate for
affiliate referrals, including GiG.
GiG currently holds authorisations to carry out its affiliate
marketing activities in 13 US states, holds a Class II licence
from ONJN of Romania and a licence from the Hellenic
Gaming Commission.
The affiliate business generates most of its revenues from
users received from internet searches and any changes in the
way internet searches are regulated, the algorithms used to
rank websites or any change in user habits in their way they
seek information (such as the use of AI Searches to present
singular results) may impact this activity.
Furthermore, various governments have passed or are mulling
the idea of passing laws or regulations intended to put limits
on gambling advertising. Whereas in some markets such laws
and regulations are nuanced and directly aimed at protecting
the young and vulnerable (such as the regulations in force in
Sweden and Great Britain) some countries (such as Belgium)
are introducing blanket advertising bans severely restricting
GiG’s ability to carry out its business.
Increase in Cost of Living
The increase in cost of living poses a risk that players will
have less discretionary income available for entertainment
purposes. Moreover, a cost of living crisis could lead to
various governments introducing protective measures limit or
reduce the amount of spend by customers on gambling.
IT systems
GiG is dependent on the stability and the correct performance
of its systems. Failure can result from bugs, errors (including
fault and negligence-based errors), capacity amongst
others. Failure could have an adverse effect on the business
and financial performance. Consequences of an IT failure
range from direct loss of revenue, penalties or sanctions,
compensation by way of service credits, compensation by
way of damages or through indemnification to clients of GiG’s
B2B services. There are systems put in place to detect and
prevent adverse effects should they occur.
The Group processes large volumes of personal data related
to players, employees, customers or suppliers. It is of material
importance that the Group adheres to the requirements of the
General Data Protection Regulation (EU2016/679) (“GDPR”), to
safeguard personal data, to respect the privacy and the rights
of data subjects, and to adopt technical and organisational
measures to protect personal data. Any default under GDPR
could lead to administrative fines either directly, or otherwise
indirectly through contractual defaults with customers of the
Group.
Cybersecurity
At GiG, the confidentiality, availability and integrity of end
users and employee information is of the utmost importance.
The Company maintain a rigorous, risk-based information
security programme aligned with the business strategy and
objectives. GiG’s information security processes are regularly
tested by independent auditors, and are ISO 27001:2013
certified. There are, however, no certainty of avoiding attacks
or other hostile attempts to systems and servers, which
could lead to downtime and negatively impact operations and
financial performance. Cybersecurity risks have increase after
Annual Report 2022
45
Board of Directors' Report
the Covid-19 pandemic broke out and have further increased
after geo-political tensions in the Eastern European region.
Currency
The Company is exposed to exchange rate fluctuations, with
revenues and operating expenses divided primarily between
EUR, DKK, NOK, SEK, GBP, NZD, AUD and USD. In addition,
the Company is exposed to the SEK/EUR rate on its bond that
is denominated in SEK.
Key personnel and the recruitment of talent
The Company’s largest asset, other than its customers, is
its employees. It is dependent on the ability of attracting
and retaining talent and key personnel such as the Board of
Directors, the CEO, the rest of the management team and
other key individuals to perform relevant duties. If they are
unable to continue fulfilling their duties, or were to resign, this
might have an adverse effect on the Company’s reputation
and financial performance.
COVID-19
The COVID-19 virus spread across the world in 2020 and
caused disruption to businesses and economic activity. GiG’s
customers are operating in the online gambling industry,
which is affected by general economic and consumer trends
outside GiG’s and its customers’ control. The occurrence
of extraordinary events, such as COVID-19, has an adverse
impact on the global economy. The Company’s operations
has not been negatively affected by COVID-19 and GiG has
applied a work from home policy, operating in a work from
home and hybrid office set up allowing, when possible and
safe, to employees to work from the Company’s facilities
which are constantly sanitised and respectful of all local and
WHO’s protocols and regulations. It is difficult to ascertain any
longer term impact of COVID-19 on the Company’s operations.
GeoPolitical Conflict
Against the backdrop of rising tensions between the West
and Russia, particularly as it relates to Russia’s actions in
Ukraine, and the sanctions imposed against Russia and
Belarus, Russian and Belarusian officials, companies and
individuals, the Company may have an indirect impact through
inflation, rising operational costs, loss of supply chains, loss
of potential future business and general market challenges
affecting the global financial markets and global economies.
For further description on risk factors, see Note 2.1, Note 4.1
and Note 32 to the Consolidated Financial Statements.
Annual Report 2022
46
Board of Directors' Report
The
Share
Gaming Innovation Group has been listed on the Oslo Stock Exchange (Norway) main
market since 2015, with the ticker symbol “GIG”. From March 2019, it has been dual-
listed on the Nasdaq Stockholm (Sweden) main list, with the ticker symbol “GIGSEK”.
GiG has Norway as its home member state.
Industry Oslo Børs Electronic Equipment Manufacturers
Industry Nasdaq Stockholm Technology
ISIN code US36467X2062
As at 31 December 2022, GiG had a total number of issued shares of 122,786,526
(par value USD 1.00), divided between approximately 9,850 shareholders registered
in the Norwegian VPS system and with Euroclear Sweden. All shares carry one vote.
The number of authorised shares is 150,000,000 as at 31 December 2022.
Opening share price on 3 January 2022 was NOK 8.00. Closing price on 30
December 2022 was NOK 26.16, corresponding to a market cap of NOK 3,212 million
(EUR 306m). Highest closing price was NOK 28.28 on 2 December 2022 and lowest
closing price was NOK 15.26 on 8 March 2022.
Bond Program
Gaming Innovation Group Plc. refinanced its previous 2019-22 SEK 400 million bond
with a new SEK 450 million senior secured bond with a SEK 550 million borrowing
limit in June 2021. The bond has a floating coupon of 3 months STIBOR + 8.5% per
annum and maturity on 11 June 2024. The bond is guaranteed by GiG and certain
subsidiaries.
In January 2022, GiG completed a SEK 100 million subsequent bond issue under
the existing bond framework, to be used towards partially finance the acquisition of
Sportnco and general corporate purposes. The outstanding bond as at 31 December
2022 was SEK 550 million.
The 2021-24 bonds are listed at Nasdaq OMX Nordic in Stockholm with ISIN code:
NO0011017097.
↑ Highest
NOK 28.8
2 December 2022
↓ Lowest
NOK 15.26
8 March 2022
Annual Report 2022
47
Board of Directors' Report
Board of directors
Petter Nylander
Chairman of the Board and
Chairman of the Remuneration
Committee
Petter Nylander has a long and
successful career within iGaming and
media enterprises. Starting his career
in MTG, he held various management
positions such as CEO of Unibet (now
separately listed as Kindred Group &
Kambi at Nasdaq OMX), CEO of TV3
Scandinavia and CEO of OMD Sweden
(part of Omnicom Group). Petter
Nylander has also held positions of trust
such as Chairman of the Board of G5
Entertainment AB since 2013- (Nasdaq
OMX), Cherry AB and Cint AB. He is
currently serving as Global CEO for
Besedo AB. He brings unparalleled
industry knowledge as well as great
experience within corporate governance
and Swedish Code of Conduct. Petter
Nylander has a Bachelors Degree in
Business and Economics from the
University of Stockholm, Sweden.
Nylander has been a director in GiG
since December 2018 and close
associates of Nylander holds 119,800
shares in GiG.
Nicolas Adlercreutz
Director and chairman of the
Audit Committee
Nicolas Adlercreutz has a strong
background within finance and
has held numerous finance C‐level
management positions. For example,
Nicolas has held positions such as
CFO of Bluestep Bank, CFO of Qliro
Group AB (Nasdaq OMX) and CFO
at PA Resources (Nasdaq OMX),
he is currently CFO of NOD Group
AB. Nicolas is expected to bring
and contribute with great financial
occupational experience and finance
competence to the Board of Directors
of the Company. Nicolas has a
Bachelor’s Degree in Business and
Economics from the Mid Sweden
University.
Adlercreutz has been a director since
May 2020 and holds 25,000 shares
in GiG.
Kjetil Garstad
Director and member of the Audit
Committee
Kjetil Garstad is a highly experienced
analyst and investor with many years
of experience within various financial
institutions and investment firms.
Kjetil currently works as an analyst at
Stenshagen Invest AS, a shareholder
of the Company, but has previously
held positions such as research
analyst at Arctic Securities and at
SEB Enskilda. He is also holding other
positions of trust such as director of
B2 Holding, Norwegian Finans Holding
and Protector Insurance. Kjetil is
expected to contribute with strategic
and analytical advice to the Board of
Directors of the Company. Kjetil has
a Master’s degree in Business and
Economics from the Norwegian School
of Economics.
Garstad has been a director since May
2020 and close associates of Garstad
holds 334,531 shares in GiG.
Annual Report 2022
48
Board of Directors' Report
Kathryn Moore Baker
Director
Kathryn Baker has a long and
successful career, both as a
professional director and as a partner
within private equity and finance.
Kathryn has an MBA from Darthmouth
College and worked for 14 years as a
partner at the private equity firm Reiten
& Co. She has served as a director on
over 30 boards, of which several as
Chairwoman, and was Chairwoman
of Catena Media Ltd for 5 years, a
director of American Chamber of
Commerce in Norway, Investment
Committee Member at Norfund
and a board member of the Central
Bank of Norway, just to name a few
assignments. Kathryn is expected to
bring vast knowledge and experience
not only within online gambling but also
within the strategic development and
corporate governance of the Company.
Baker has been a director since May
2021 and close associates of Baker
holds 20,000 shares in GiG.
Hesam Yazdi
Director
Hesam Yazdi has been a very active
shareholder in the Company for many
years and for the last 12 months, he
has actively been responsible for the
Company’s investor relations and also
been providing investor relations advice
to the Board of Directors. Hesam is also
running his own investment company,
Mocca Investment Group, which invest
in both listed and unlisted companies.
Yazdi has been a director since May
2022 and Yazdi and close associates
holds 927,150 shares in GiG.
Mikael Riese Harstad
Director
Mikael Riese Harstad is a partner of
Optimizer Invest Ltd and has been a
major shareholder in the Company,
both through Optimizer Invest and
personally, since 2016. Mikael has a
long experience in both online gambling
and mergers and acquisitions and
has been acting as board member
and senior advisor for companies like
Catena Media, The Game Day, the Betit
Group, Skilling and Speqta. Mikael has
a Masters of Laws degree from the
University of Lund.
Harstad has been a director since May
2022 and holds 1,342,136 shares in
GiG.
Annual Report 2022
49
Board of Directors' Report
Management
Richard Brown
Chief Executive Officer
Richard Brown joined GiG in February
2016 as Managing Director for GiG
Media, and after almost two years,
progressed to Chief Digital Officer, and
subsequently took the position of Chief
Operating Officer. In November 2019
Richard was appointed as CEO. Before
GiG, Richard worked in various senior
and directorial roles in companies such
as Highlight Media Group, Web Guide
Partner and THG Sports delivering
exceptional results in line with strategic
goals. Richard is responsible for
aligning the business to the strategic
initiatives, and lead the Company into
future growth.
Richard Brown and close associates
holds 171,000 shares and 60,000
options in GiG.
Tore Formo
Group CFO
Tore Formo has acted as Chief
Financial Officer in the US parent
company since 2005 and joined GiG
through the reversed merger with
Nio Inc. in 2015. Tore is in charge
of Investor Relations and corporate
functions related to shareholders,
stock listings, bonds etc. He has more
than 30 years of financial experience
including banking, the equity market as
an analyst and start-ups.
Tore Formo holds 458,167 shares and
60,000 options in GiG.
Ben Clemes
General Manager GiG, North
America
Ben Clemes oversees the Commercial
team, with responsibility for commercial
agreements with our various suppliers
and pricing models for GiG’s ever
expanding product range. His
background is casino management,
including MGM in Las Vegas, and Head
of Casino Operations for Nordic Gaming
Group. Ben joined GiG in 2013, as Head
of Casino Operations and co-founder
of Guts, and progressed to Managing
Director of iGaming Cloud (now Platform
Services) in 2016, and was announced
as CCO in late 2017.
Ben Clemes holds 1,728,146 shares
and 39,000 options in GiG.
Annual Report 2022
50
Board of Directors' Report
Justin Psaila
Chief Financial Officer
Justin Psaila is responsible for
managing the financial risks of the
group, analysing and reviewing
financial data, preparing budgets
and monitoring and controlling
expenditure against budgets as well
as making sure that management are
supplied with appropriate financial
reporting in order to take effective
business decisions. He has 10+ years
of experience in iGaming, of which
eight years were as Management
Accountant for Betsson Group, and
has been with GiG since 2015.
Justin Psaila holds 2,100 shares and
132,000 options in GiG.
Nicola Fitton
Chief Operations Officer
Nicola Fitton joined GiG in early
2019 as Director of Media Managed
Services, fresh from Betsafe as their
Managing Director. With over 17 years
extensive experience working in the
global gaming sector in leading and
directorial roles for GVC, NetEnt and
Sportingbet to mention a few, and
across Sports, Poker and Casino
products, Nicola soon imparted
her extensive knowledge and
market expertise in and beyond her
department, and with clients. After
three years of impressive results and
inspirational leadership skills, Nicola
was promoted to Chief Operating
Officer in 2022, and is creating a
strategic approach which will benefit
GiG for the years to come.
Nicola Fitton holds 0 shares and
88,000 options in GiG.
Claudia Ginex
Chief People Officer
Claudia Ginex is an experienced
HR professional, and GiG employee
since November 2016. Claudia
is enthusiastic about people
management and development.
Claudia’s main passion is providing
HR strategies & solutions by helping
business executives and managers
in building their people operations
through technology, coaching,
compliance and leadership. She
currently leads GiG’s People
Operations - HR, TA training, internal
communication and facilities teams.
Claudia Ginex holds 0 shares and
60,000 options in GiG.
Annual Report 2022
51
Board of Directors' Report
Jonas Warrer
Managing Director of Media
With more than 16 years of experience
in the iGaming industry, Jonas Warrer
established the media/affiliate firm
Rebel Penguin in 2007. He successfully
positioned his company as a leading
iGaming affiliate in the paid marketing
space, and sold it to GiG in 2017.
Warrer began his career with GiG
Media as the General Manager of its
Copenhagen office and later served as
the Interim Director of Marketing for
GiG Gaming. In 2019, he was promoted
to the role of Managing Director of
GiG Media, where he has been driving
the business to greater success in the
years since.
Jonas Warrer holds 400,886 shares
and 60,000 options in GiG.
Claudio Caruana
General Counsel
Claudio Caruana has been active in
the gaming industry for over ten years,
starting his career in a full-service
law firm specialising in gambling
regulation, privacy, and corporate law.
Throughout his career, he has been
involved in and led the legal process
of several M&A transactions spanning
various industries. Claudio has been
representing GiG since 2013, and
in 2017 joined the company to lead
and expand the legal, compliance
and regulatory affairs department
in the face of an ever-evolving risk
environment. He holds a doctorate
in law from the University of Malta
and a masters’ degree in Internet,
Telecommunications Law and Policy
from the University of Strathclyde.
Claudio Caruana holds 100 shares
and 60,000 options in GiG.
Marcel Elfersy
Chief Commercial Officer for
Platform and Sportsbook
Marcel Elfersy is GiG’s new chief
commercial officer, joining in
December 2022, and leads the sales
and business development teams for
both Platform and Sportsbook. Having
been a key player over the last 14
years, developing and strategically
advising within the iGaming industry,
Marcel is able to leverage this
considerable experience to focus
efforts across GiG towards strategic
growth and development as a top tier
B2B provider.
Marcel Elfersy holds 0 shares and 0
options in GiG.
Annual Report 2022
52
Board of Directors' Report
04
CORPORATE
GOVERNANCE
Annual Report 2022
53
Corporate Governance
Corporate governance
Gaming Innovation Group is committed to good corporate
governance to ensure trust in the Company and to maximise
shareholder value over time. The objective of the Company’s
corporate governance framework is to regulate the interaction
between the Company’s shareholders, the Board of Directors
and the executive management.
1. Implementation and reporting on corporate
governance
Gaming Innovation Group Inc. (“GiG” or the “Company”) is a
US corporation incorporated in the state of Delaware with
corporate number 2309086. The headquarters is in Malta
with operations in Denmark, Spain, France and Serbia.
Being a Delaware company, GiG is subject to Delaware
company legislation and regulation. In addition, certain
aspects of the Norwegian Securities law and the Swedish
Financial Instruments Trading Act apply to the Company due
to its listing on both the Oslo Stock Exchange and on NASDAQ
Stockholm, including the requirement to publish an annual
statement of the Company’s policy of corporate governance.
The Company’s Board of Directors and management adheres
to the Norwegian Code of Practice for Corporate Governance,
last revised 14 October 2021 (the “Norwegian Code”) and
the Swedish Corporate Governance Code, last revised 1
January 2020 (the “Swedish Code”), both referred to as “the
Codes” in this document. The Company has Norway as its
home member state, and thus Norwegian regulations and the
Norwegian Code will supersede in case of conflicts.
The Company aims for compliance in all essential areas of the
Codes; however, as a Delaware company, there will be topics
where the Codes are not fully complied with. The Codes are
available at www.nues.no/eng and
www. corporategovernanceboard.se.
The application of the Codes is based on a “comply or
explain” principle and any deviation from the Codes is
explained under each item. The corporate governance
framework of the Company is subject to annual review by
the Board of Directors and the annual corporate governance
report is presented in the Company’s annual report and on the
Company’s website.
This corporate governance report is currently structured to
cover all sections of the Norwegian Code of Practice as a
base, with extended sections to cover the Swedish Corporate
Governance Code. Further explanation describes the
Company’s corporate governance in relation to each section
of the respective Codes.
The Company complies with the Codes in all material
respects; however, it deviates on the following topics: Board
authorisation to issue new shares (section 3) and formulation
of guidelines for use of the auditor for services other than
auditing (section 15).
2. Business
The Codes are in material respects complied with through
the Company’s Certificate of Incorporation and By-Laws
(combined Articles of Association) and the annual report.
As a Delaware corporation, the Company’s business is not
defined in the Articles of Association. A description of the
business is available on the Company’s website and in the
annual report. The Company’s objectives, strategy and risk
profile are described in more detail in the annual report and
on the Company’s website.
Given the nature of GiG’s business, the Company is constantly
working to improve its ethical and fair business practice. The
Company is committed to being compliant with all the laws
and regulations affecting its business. The Company has
defined ethical and sustainability guidelines in accordance
with the Company’s corporate values and as recommended
by the Codes.
Annual Report 2022
54
Corporate Governance
3. Equity and dividends
The Codes are in material respects complied with. GiG’s
equity as at 31 December 2022 was EUR 65.0 million. Apart
from financing of normal operating expenses, GiG’s business
model requires low tied-up capital in fixed assets and the
Board of Directors considers the current capital as sufficient.
The Board of Directors constantly assesses the Company’s
need for financial strength based on the Company’s
objectives, strategy and risk profile.
The Company has adopted a dividend policy under which,
all else being equal, the Company will aim to pay a dividend
according to continued self-imposed restrictions concerning
financial solidity and liquidity, all of which should be complied
with. To date, the Company has not paid any dividends to
shareholders and no dividends are proposed by the Board of
Directors for the year 2022.
According to common practice for Delaware companies,
the Company has an authorised number of shares available
which is higher than the current number of issued shares.
The authorised number of shares has been approved by
the shareholders in a shareholder meeting. In compliance
with the Company’s Articles of Association and Delaware
corporate law, the Board of Directors may issue shares up
to this limit without any further shareholder approval. As at
31 December 2022, the number of authorised shares was
150,000,000 (par value USD 1.00) whereof 122,786,526 were
issued and outstanding (see also Note 21). The ISIN code is
US36467X2062.
4. Equal treatment of shareholders
The Codes are in material respects complied with. The
Company has only one class of shares, which is listed on both
the Oslo Stock Exchange and NASDAQ Stockholm.
Under Delaware law, no pre-emption rights of existing
shareholders exist, however the Company aims to offer
pre-emption rights to existing shareholders in the event of
increases in the Company’s share capital through private
share issues for cash. If the Board of Directors carries out
an increase in share capital by cash and waives to offer a
pre-emption right to existing shareholders, this will be a minor
increase, or if not, a justification will be publicly disclosed in
connection with such increase in the share capital.
5. Shares and negotiability
The Company is compliant with the Codes. The Company
has no limitations on the ownership or sale of the Company’s
shares. All GiG shares are freely negotiable and no form
of restriction on negotiability is included in the Company’s
Articles of Association.
6. General meetings
The Codes are, in material respects, complied with as stated
below. A shareholder meeting ensures the shareholders’
participation in the body that exercises the highest authority
in the Company and in which the Company’s Articles of
Association are adopted.
Notices for shareholder meetings with proposed resolutions
and any supporting documents are announced on the Oslo
Stock Exchange, on Nasdaq Stockholm and on the Company’s
website and sent by mail to all shareholders registered in
the VPS according to the Company’s Articles of Association.
The Company’s by-laws require a minimum of 10 days’ notice
to the shareholders; however, the Company has given the
shareholders longer notice when calling for shareholder
meetings, and the Company aim to apply the Swedish Code
for notice and other procedures regarding shareholder
meetings.
The Company allows shareholders to vote by proxy and
prepares a form of proxy that is sent to shareholders and
nominates a person who will be available to vote on behalf of
shareholders as their proxy. Shareholders are allowed to vote
separately on each candidate nominated for election to the
Company’s corporate bodies.
The Company has decided to apply the Swedish Code by
using English only for all communication, including the notice,
as the ownership structure warrants it. The same applies to
the minutes of the meeting. The Swedish Code will be applied
when verifying and signing the minutes of shareholder
meetings. A shareholder, or a proxy representative of a
shareholder, who is neither a member of the Board nor an
employee of the Company is to be appointed to verify and
sign the minutes of shareholder meetings.
The Company’s chairman attends shareholder meetings,
and the Company further aims that the requirements in the
Swedish Code regarding other members of the board, the
CEO, the nomination committee and the Company’s auditors
to attend the annual general meeting. For the past years,
COVID-19 set restrictions to normal practice.
7. Nomination committee
The Codes are complied with. As a Delaware corporation,
the governing law does not require a nomination committee;
however, the Company has a nomination committee.
The nomination committee is responsible for reviewing the
size, structure and composition of the Board, succession
planning, the appointment of replacement and/or additional
directors and for making the appropriate recommendations to
the Board. In 2022, the nomination committee held individual
one-to-one interviews with each member of the Board and
the CEO.
Annual Report 2022
55
Corporate Governance
The annual shareholder meeting on 19 May 2022, decided
that the nomination committee of Gaming Innovation Group
shall consist of not less than three and not more than four
members, to represent all shareholders and be appointed
by the three largest shareholders at 31 August 2022. The
members of the committee are: Julie Amey (nominated by
SkyCity Entertainment Group Ltd., Helge Nielsen (nominated
by Myrlid AS) and Dan Castillo (committee chair, nominated
by Jesper Ribacka).
8. Board of Directors: composition and
independence
For the Board of Directors, the Codes are in material
respects complied with. The shareholder meeting elects
representatives to the Board. The resolution on the
composition of the Board takes place with a simple majority.
The Company seeks to nominate members of the Board
representing all shareholders and independent from
management. All board members are, on a yearly basis, up for
re-election.
The current Board of Directors consists of six members,
where all are independent of the Company’s main
shareholders. All board members own shares in the
Company, either directly or indirectly. Information about the
current board members, their expertise, independency and
shareholdings can be found on pages 48-49 and on the
Company’s website.
As a Delaware company, the board members have unlimited
periods, however the board members must be proposed,
elected and re-elected at the annual shareholder meeting.
The Chairman of the Board is formally elected by the Board of
Directors according to the Company’s by-laws.
9. The work of the Board of Directors
The Codes are in material respects complied with. The Board
of Directors has the prime responsibility for the management
of the Company and holds a supervisory position towards
the executive management and the Company’s activities. The
Company has established rules of procedures for the Board of
Directors and executive management.
In addition to monitoring and advisory duties, the Board of
Directors’ main tasks consist of participating in compiling the
Company’s strategy and establishing the overall goals.
The Board of Directors appoints the CEO; the Swedish Code
will be applied when it comes to appointing, evaluating and, if
necessary, dismissing the CEO. The Board has to approve any
significant assignments the CEO has outside the Company.
The Board of Directors will ensure that the Company’s six-
or nine-month report is reviewed by the Company’s auditor
according to the Swedish Code. There is no such equivalent
rule in the Norwegian Code.
The Board of Directors appoints a remuneration committee
and an audit committee and establishes an annual plan for its
work, with internal allocation of responsibilities and duties.
The Board of Directors has evaluated its work through
individual interviews with the nomination committee.
Members of the Board of Directors and senior management
shall notify the Board of Directors in case of material direct
or indirect interests in transactions entered into by the
Company.
The Chairman of the Board is responsible for leading the
work of the Board and to lead the board meetings. Continual
contact with the CEO shall ensure that the Chairman of the
Board monitors the Company’s development and that the
Board receives the information required to be able to meet its
commitments. The Chairman of the Board shall also represent
the Company in matters concerned with ownership.
The Board held 10 minuted meetings in 2022, where 8
meetings had all members present. The minutes were taken
by the Group CFO, as secretary to the Board. At every board
meeting a business and financial update was given by the
CEO.
10. Risk management and internal control
The Codes are complied with. The Board of Directors
constantly assesses the Company’s need for necessary
internal control systems for risk management covering the
size and complexity of the Company’s business. The Company
employs various area-specific policies and procedures
designed to manage the Company's risk.
The Board of Directors has also established an independent
audit committee which oversees the Company’s
implementation of policies and procedures. The committee
receives regular reports from the internal auditor on key risk
areas which would have been subject to a detailed evaluation
by the internal auditor. The internal auditor is independent
and freely chooses areas to assess at his own discretion,
generally focusing on business activities that could bring
legal, security, financial or other operational risks.
In connection with the annual report, the most important
areas of risk exposure and internal controls are reviewed.
Name Period Attendance
Petter Nylander Chairman 10 out of 10
Nicolas Adlercreutz Director 9 out of 10
Kjetil Garstad Director 9 out of 10
Kathryn Moore Baker Director 10 out of 10
Hesam Yazdi Director from May 7 out of 7
Mikael Riese Harstad Director from May 7 out of 7
Michael Ahearne Director from April 6 out of 8
Helge Nielsen Director until May 3 out of 3
Henrik Persson Ekdahl Director until May 3 out of 3
Annual Report 2022
56
Corporate Governance
11. Remuneration to the Board of Directors
The Codes are complied with and variable remuneration for
the Board is not allowed in the Norwegian Code, which the
Company follows. The remuneration to board members is at
a sufficiently competitive level in order to ensure the desired
composition of the Board. The remuneration is resolved by
the annual shareholder meeting and is a fixed amount and has
no performance-related elements.
The annual shareholder meeting in May 2022 resolved
the remuneration of the Board of Directors, including
remuneration for the remuneration committee and the audit
committee. Remuneration to the Board is listed in Note 29 in
the 2022 Consolidated Financial Statements.
No board members have share options and no board
members take part in incentive programs available for
management and/or other employees.
A general rule is that no members of the Board of Directors
(or companies with which they are associated) shall take
on specific assignments for the Company in addition to
their appointment as Director. If such assignments are
made, it shall be disclosed to the Board of Directors and the
remuneration shall be approved by the Board of Directors.
12. Remuneration of the executive personnel
The Codes are complied with. The remuneration for the CEO
is set by the Board. The Board also establishes guidelines for
the remuneration of other members of senior management,
including both the level of fixed salaries, the principles
for and scope of bonus schemes and any option grants.
Performance-related remuneration are subject to an absolute
limit. The Company have so far not issued a remuneration
report, however the policy for remuneration to senior
management and the amounts paid in 2022 are described in
Note 29 and the Company’s incentive stock option programs
are described in Note 21 in the 2022 Consolidated Financial
Statements.
The Company has a remuneration committee, consisting of
two directors, Petter Nylander (committee chair) and Kathryn
Moore Baker. For the fiscal year 2022, the remuneration
committee had four committee meetings with both members
present in all meetings, together with the Company’s CEO and
CPO.
13. Information and communications
The Code of Practice is complied with. The Company assigns
importance to informing its owners and investors about the
Company’s development and economic and financial status.
Prompt financial reporting reduces the possibility of leakage
and contributes to the equal treatment of shareholders.
Responsibility for investor relations (IR) and price sensitive
information rests with the Company’s CEO and Group
CFO, including guidelines for the Company’s contact with
shareholders other than through general meetings.
All information distributed to the Company’s shareholders
is available through the Company’s website. Each year the
Company publishes to the market the dates of reporting for
planned major events.
The Company provides annually a sustainability report that
are made available on the Company’s website. The Company
has not presented a separate remuneration report, but
information on remuneration to the Board of Directors and
management, and share option plans, are available in the
annual report.
14. Take-overs
The Code of Practice is complied with. The Company has no
restrictions in its Articles of Association regarding company
take-overs, and the Board of Directors is pragmatic with
respect to a possible takeover of the Company.
If a takeover bid is made for the Company, the Board of
Directors will ensure that shareholders are given sufficient
and timely information and make a statement prior to
expiry of the bid, including a recommendation as to
whether the shareholders should accept the bid or not. The
main responsibility of the Board of Directors under such
circumstances is to maximise value for the shareholders,
while simultaneously looking after the interest of the
Company’s employees and customers.
15. Auditor
The Company has an audit committee consisting of two
directors, Nicolas Adlercreutz (committee chair) and Kjetil
Garstad. For the fiscal year 2022, the audit committee
had 6 audit committee meetings with both members
present in 5 meetings and had meetings with the external
auditors regarding the third quarter review and the annual
financial statements. The auditors have presented to the
audit committee a review of their work and the Company’s
internal procedures, including explanation of the results and
information about the statutory audit.
The Company has not developed any specific guidelines
for the management’s opportunity to use the auditor for
other services than audit. The auditors are used as advisors
for general financial purposes and in connection with the
preparation of tax returns and general tax advice.
The auditors did not participate in the board meeting which
finally approved the annual financial statements for 2022, but
participated in the audit committee meeting that approved the
annual financial statements and the auditors’ comments were
presented to the Board of Directors by the audit committee.
The auditors have been available for questions and comments
at the Board of Directors’ discretion.
Annual Report 2022
57
Corporate Governance
Shareholder Meetings
Special Meeting of Shareholders January 2022
A Special Meeting of Shareholders was held on 20 January 2022 in
Stockholm, Sweden. 50.47% of the shareholders were represented
at the meeting in person or by proxy.
The Special Meeting of Shareholders resolved to amend the
Company’s Amended and Restated Certificate of Incorporation
to reflect an increase in the number of shares of stock which the
Company is authorized to issue 110,000,000 to 150,000,000. The
meeting also resolved that the number of Board members shall
increase from 6 to 7 and to give the Board of Directors authority to
consult the nomination committee and appoint one representative
of SkyCity Entertainment Group Limited to the board of directors of
GiG, subject to final closing of the acquisition of Sportnco Gaming
SAS.
Annual Meeting of Shareholders May 2022
The Annual Meeting of Shareholders was held on 19 May 2022 in
Stockholm, Sweden. 41.16% of the shareholders were represented
at the meeting in person or by proxy.
The Annual Meeting of Shareholders resolved that the Board
of Directors should consist of seven members and resolved to
re-elect Petter Nylander as Chairman of the Board and to re-
elect Nicolas Adlercreutz, Kjetil Garstad, Kathryn Moore Baker
and Michael Ahearne, and to elect Hesam Yazdi and Mikael Riese
Harstad as new Directors. The meeting furthermore resolved that
the nomination committee shall consist of not less than three, and
not more than four, members, to represent all shareholders and
be appointed by the three largest shareholders as at 31 August
2022. The meeting reappointed REID CPAs LLP as auditors of the
Company. All other proposals were resolved by the Annual Meeting
of Shareholders.
Annual Meeting of Shareholders May 2023
The Annual Meeting of Shareholders will be held on 23 May 2023 in
Stockholm, Sweden.
Minutes from the shareholder meetings and Notice for the
upcoming annual shareholder meeting can be found on the
Company's website: www.gig.com
Legal disclaimer
Gaming Innovation Group Inc. gives
forecasts. Certain statements in this report
are forward-looking and the actual outcomes
may be materially different. In addition to
the factors discussed, other factors could
have an impact on actual outcomes. Such
factors include developments for customers,
competitors, the impact of economic and
market conditions, national and international
legislation and regulations, fiscal regulations,
the effectiveness of copyright for computer
systems, technological developments,
fluctuation in exchange rates, interest rates
and political risks.
Financial calendar
Contacts
CEO
Richard Brown
richard.brown@gig.com
Group CFO
Tore Formo
tore@gig.com
Gaming Innovation Group,
GiG Beach Office,
Triq id-Dragunara c/w Triq San Gorg,
St. Julians, STJ 3148
Malta
Q1 2023 Interim Report 4 May 2023
2023 Annual Meeting
of Shareholders
23 May 2023
Q2 2023 Interim Report 16 Aug 2023
Q3 2023 Interim Report 8 Nov 2023
Q4 2023 Interim Report 14 Feb 2024
Annual Report 2022
58
Corporate Governance
05
CONSOLIDATED
FINANCIAL
STATEMENTS
59
Consolidated Financial Statements
Annual Report 2022
EUR 1000 Company Parent
Notes 2022 2021 2022 2021
Revenues 2,4,22 107 022 82 574 - -
Cost of sales 23 5 362 4 564 - -
Gross profit 101 660 78 010 - -
Operating expenses
Personnel expenses 29 26 678 22 059 366 390
Depreciation & amortization 2,10,11 20 506 14 593 - -
Impairment of intangible assets 2,10 2 41 - - -
Marketing expenses 31 237 23 005 - -
Other operating expenses 24 11 203 12 197 898 7 74
Total operating expenses 89 865 71 854 1 264 1 164
Operating income (loss) 11 795 6 156 -1 264 -1 164
Other Income (expense) 27 -4 026 -6 272 44 -565
Results before income taxes 7 769 -116 -1 220 -1 729
Income tax (expense) credit 25 -2 057 519 - -
Income (loss) from continuing operations 5 712 403 -1 220 -1 729
Loss from discontinuing operations 8 -2 608 -465 - -
Income (loss) for the year 3 104 -62 -1 220 -1 729
Other comprehensive income (loss):
Exchange differences on translation of foreign operation 2 -104 -323 - -
Total other comprehensive income (loss) -104 -323 - -
Total comprehensive income (loss) 3 000 -385 -1 220 -1 729
Total comprehensive income (loss) attributable to:
Owners of the parent 2,12 2 782 -393
Non-controlling interests 2,12 218 8
Total comprehensive income (loss) 3 000 -385
Earnings per share attributable to Gaming Innovation Group Inc.
Basic and diluted income per share from continuing operations 0.05 0.00
Basic and diluted loss per share from discontinuing operations -0.02 -0.01
Basic and diluted income per share attributable to GiG Inc. 0.03 0.00
Weighted average shares outstanding (1000) 116 348 94 018
Diluted weighted average shares outstanding (1000) 118 947 95 247
Statements of Comprehensive Income (Loss)
For the years ending 31 December 2022 and 2021
60
Consolidated Financial Statements
Annual Report 2022
Statements of Comprehensive Income (Loss) Statements of Financial Position
For the years ending 31 December 2022 and 2021
EUR 1000 Company Parent
Notes 31.12.2022 31.12.2021 31.12.2021 31.12.2022 31.12.2021 31.12.2021
ASSETS
restated as reported restated as reported
Non-current assets
Goodwill 2,10 75 340 16 325 16 325 10 448 10 448 10 448
Intangible assets 2,10 61 020 31 732 31 732 - - -
Property, plant and equipment 2,11 1 421 1 763 1 763 - - -
Right-of-use assets 6 7 563 11 123 11 123 - - -
Investment in subsidiaries 12 - - - 119 603 65 615 65 615
Deferred income tax assets 20 120 78 78 - - -
Other non-current assets 13,17,20 1 086 517 517 306 311 311
Total non-current assets 146 550 61 538 61 538 130 357 76 374 76 374
Current assets:
Trade and other receivables 14 23 221 17 570 17 570 3 724 5 135 5 135
Cash and cash equivalents 15 15 209 8 561 8 561 91 78 78
Total current assets 38 430 26 131 26 131 3 815 5 213 5 213
TOTAL ASSETS 184 980 87 669 87 669 134 172 81 587 81 587
Liabilities and Shareholders' Equity
Shareholders' equity:
Share capital issued 21 107 967 84 323 84 323 112 217 88 749 88 749
Share premium 21 61 889 35 492 35 492 58 933 34 058 34 058
Accumulated translation income (loss) -2 343 -2 239 -2 239 - - -
Retained earnings (deficit) -102 787 -105 673 -105 673 -85 230 -84 010 -84 010
Total equity attibutable to owners of the Company 64 725 11 903 11 903 85 920 38 797 38 797
Non-controlling interests 241 23 23 - - -
Total equity 64 966 11 926 11 926 85 920 38 797 38 797
Liabilities
Long term liabilities:
Bond payable 9 48 191 42 703 38 850 48 191 42 703 38 850
Lease liabilities 6 6 828 10 168 10 168 - - -
Contingent consideration 7 9 591 - - - - -
Other long term payables 2 181 2 856 - - - -
Long term loans 22 12 687 - - - - -
Deferred income tax liabilities 20 2 118 416 416 - - -
Total long term liabilities 81 595 56 143 49 434 48 191 42 703 38 850
Current liabilities:
Trade payables and accrued expenses 18 22 549 17 213 20 069 61 87 87
Lease liabilities 6 3 163 2 388 2 388 - - -
Contingent consideration 7 8 942 - - - - -
Short term loans 19 3 764 - - - - -
Bond payable 9 - - 3 853 - - 3 853
Total current liabilities 38 418 19 601 26 310 61 87 3 940
Total liabilities 120 013 75 744 75 744 48 252 42 790 42 790
TOTAL EQUITY AND LIABILITIES 184 979 87 669 87 669 134 172 81 587 81 587
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Statements of Changes in Equity
For the years ending 31 December 2022 and 2021
Company (EUR 1000)
Common
Stock Shares
issued
Common
Stock Shares
Outstanding
Common
Stock
Amount
Share
Premium/
Adjustment
Non-
controlling
interest
Translation
reserve
Retained
Earnings
(Deficit)
Total
Equity
Balance at 1 January 2021
90 075 626 90 075 626 78 915 32 204 14 -1 916 -105 611 3 606
Conversion of loan
6 600 000 6 600 600 5 408 2 643 - - - 8 051
Exercise of options and issuance of
shares for cash
- - - - - - - -
Share compensation expense
- - - 651 - - - 651
Adjustment in relation to prior period
- - - -7 - - 9 2
Net results from continuing operations
- - - - 9 - 394 403
Net results from discontinuing operations
- - - - - - -465 -465
Exchange differences on translation
- - - - - -323 - -323
Balance at 31 December 2021
96 675 626 96 675 626 84 323 35 492 23 -2 239 -105 673 11 926
Issue of shares
26 110 900 26 110 900 23 644 24 680 - - - 48 324
Share compensation expense
- - - 1 717 - - - 1 717
Net results from continuing operations
- - - - 218 - 5 494 5 712
Net results from discontinuing operations
- - - - - - -2 608 -2 608
Exchange differences on translation
- - - - - -104 - -104
Balance at 31 December 2022
122 786 526 122 786 526 107 967 61 889 241 -2 343 -102 787 64 966
Parent (EUR 1000)
Common
Stock Shares
issued
Common Stock
Shares Outstanding
Common
Stock Amount
Share Premium/
Adjustment
Retained
Earnings (Deficit)
Total Equity
Balance at 1 January 2021
90 005 626 90 005 626 78 858 35 364 -80 794 33 428
Conversion of convertilble loan
6 600 000 6 600 000 9 834 -2 184 - 7 650
Share compensation expense
- - - 9 - 9
Net results
- - - - -1 729 -1 729
Balance at 31 December 2021
96 675 626 96 675 626 88 749 34 508 -84 010 38 797
Issuance of shares
26 110 900 26 110 900 23 468 28 496 - 51 964
Share compensation expense
- - - 19 - 19
Net results
- - - - -1 220 -1 220
Balance at 31 December 2022
122 786 526 122 786 526 112 217 58 933 -85 230 85 921
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Statements of Changes in Equity
EUR 1000 Company Parent
Notes 2022 2021 2022 2021
Cash flows from operating activities
Results before income taxes 7 769 - 116 -1 220 -1 729
Loss from discontinued operations 7 -2 608 -465 - -
Taxes -2 057 520 - -
Amortization of intangible assets 10 1 270 10 341 - -
Depreciation of property, plant and equipment 11 20 263 4 252 - -
Share based compensation 1 717 645 19 9
Impariment of assets 206 - - -
Change in trade and other receivables -6 647 6 261 1 415 767
Change in current assets - -54 - -
Change in non-current assets 362 855 - -
Change in trade and other payables 15 11 563 -9 632 -201 -102
Net cash (used in)/generated from operating activities 31 839 12 607 13 -1 055
Cash flows from investing activities
Purchases of intangible assets 10 -15 335 -8 625 - -
Purchases of property, plant and equipment 11 -834 -57 7 - -
Acquisition of associates -31 922 -2 6 - -
Net cash used in investing activities -48 091 -9 228 - -
Cash flows from financing activities
Repayment of loans 22 -2 293 -2 327 - -2 328
Proceeds from issuance of shares 21 25 000 - - -
Proceeds from bond issue 9 8 446 2 799 - -
Lease liability principal payments -3 196 -2 993 - -
Interest paid on bond -4 953 -3 801 - -
Net cash generated from financing activities 23 004 -6 322 - -2 328
Translation loss -104 - - -
Net movement in cash and cash equilalents 6 648 -2 943 13 -3 383
Cash and cash equivalents at beginning of year 15 8 561 11 504 78 3 461
Cash and cash equivalents at end of year 15 15 209 8 561 91 7 8
Statements of Cash Flows
For the years ending 31 December 2022 and 2021
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Notes to Consolidated Financial Statements
For the years ending 31 December 2022 and 2021
1. Corporate Information
Gaming Innovation Company Inc. (“GiG” or the “Company”) is a US
corporation incorporated in the state of Delaware and traded on the
Oslo Stock Exchange with the ticker symbol “GIG” and on Nasdaq
Stockholm with the ticker symbol “GIGSEK” (dual listing). Gaming
Innovation Company Plc. (“Plc”) is incorporated and domiciled in Malta,
having a registered office at @GiG Beach, The Golden Mile, Trig Id-
Dragunara, St. Julian’s STJ 3148, Malta.
The Company’s principal activities during 2022 were the provision
of online gaming services, primarily casino and sports, provision of a
remote gaming platform and affiliate marketing operations.
The consolidated financial statements of the Company as of and for
the years ended 31 December 2022 and 2021 comprise of Plc and Plc’s
accounting basis subsidiaries.
Sportnco Gaming SAS
In December 2021, the Company signed a Share Purchase
Agreement to acquire the iGaming company Sportnco Gaming SAS
(“Sportnco”). On 1 April 2022, the transaction was closed following
all the necessary approvals from relevant gaming authorities,
shareholders and bondholders. The Company acquired 100% of the
issued shares of Sportnco, an unlisted Company based in France.
As a result of the acquisition of Sportnco, the Company took the
decision to divest its Sportsbook.
As part of the Sportnco acquisition, GiG acquired the legal title of
certain B2C (business-to-consumers)assets and liabilities. The B2C
net assets have been carved out in the SPA, and were not taken into
consideration by both parties in determining the consideration price.
The contractual arrangements between GiG and the vendor are such
that GiG has no substantive decision-making power over the B2C net
assets and are fully indemnified with respect to any lawsuits related
to B2C net assets that may emanate. The Spanish B2C assets and
liabilities has been disposed on the 29 March 2023 whilst the French
B2C assets and liabilities is in the process of being disposed by the
vendor. The deadline to dispose of the B2C net assets has been
extended from the original twelve month period post acquisition date
to later during 2023.
The initial consideration was EUR 51.4 million (net of debt assumed),
whereof EUR 23.5 million was paid in 12,623,400 new shares in GiG at
a share price of NOK 18.08 and EUR 27.9 million in cash. In addition,
GiG assumed existing debt in Sportnco of EUR 18.6 million and there
will be an earn-out of up to EUR 23.0 million based on Sportnco's
performance in 2022 and 2023. The earn-out will be paid 50% in cash
and 50% in new shares in GiG, where the number of shares to be
issued shall be based on a 10-day Volume-Weighted Average Price
("VWAP") of the GiG share at the time of payment, expected in April
2023 and April 2024. The earn-out payment to be paid in April 2023
is EUR 8.5 million whereas EUR 4.25 million will be paid in cash and
EUR 4.25 million will be paid in shares. The earn-out liability payable
in 2023 provided for in the balance sheet at year end is higher than
the amount payable by EUR 0.4 million as the earn-out payment of
2024 includes catch up structures. Further, to keep key employees
in Sportnco, a 3-year option program was entered into, whereby the
option holders, pending continued employment, will receive shares in
GiG at an agreed VWAP of EUR 2.11 per share up to a total aggregate
value of EUR 4 million.
As part of the consideration paid for Sportnco, the Company’s parent
also entered into an agreement with SkyCity Entertainment Group
Limited (“SkyCity”) in December 2021, whereby SkyCity invested EUR
25 million through a directed share issue at NOK 18.00 per share,
equal to 13,487,500 new shares, financing the main part of the cash
consideration to the shareholders of Sportnco.
AskGamblers
In December 2022, one of the Company’s subsidiaries signed an
agreement to acquire the casino affiliate websites Askgamblers.com,
Johnslots.com, Newcasinos.com and several smaller domains from
Catena Media Plc. The total consideration is EUR 45 million, of which
EUR 20 million was paid in cash on closing, EUR 10 million will be paid
twelve months after closing and the EUR 15 million balance 24 month s
after closing. Closing was completed on 31 January 2023.
The transaction is structured by way of a Share Purchase Agreement
(SPA) with the Company’s subsidiary Innovation Labs Ltd. and include s
the acquisition of the two companies Catena Publishing Ltd (Malta)
and Catena Media D.O.O. Beograd (Serbia). These companies employ
around 96 people.
GiG financed the initial consideration through a combination of its
own cash, a revolving credit facility (RCF) and a share issue. Existing
shareholders participated in the share issue and the RCF, securing
sufficient financing to complete the transaction at closing.
Askgamblers.com is an award-winning website recognised as a well-
trusted website source in the iGaming industry with strong brand
recognition by users.
Refer to Note 7 ‘Business Combinations’ and Note 31 'Events after
reporting period' for further information.
Financing
In May 2021, the Company successfully completed the issuance of
a new 3-year SEK 450 million senior secured bond with a SEK 550
million borrowing limit.
The net proceeds were used to refinance the existing SEK 400
million bond including call premium and transaction costs with the
balance towards general corporate purposes. Settlement of the
new bond issue happened during June 2021. The new bond has
a floating coupon of 3 months STIBOR + 8.50% per annum and
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Consolidated Financial Statements
Annual Report 2022
with more favourable terms than the prior SEK 400 million bond.
The new bond is listed on Nasdaq Stockholm and Frankfurt Stock
Exchange Open Market.
In January 2022, the Company successfully completed a SEK 100
million subsequent bond issue under the above bond framework, to be
used towards partially finance the acquisition of Sportnco and general
corporate purposes. The borrowing limit of SEK 550 million was
therefore fully utilised.
The outstanding balance of the bond on 31 December 2022 was EUR
48.2 million (2021: EUR 42.7 million). As of this report, the principal
amount of the bond is fully classified as long-term debt, adjusting the
preceding year comparatives. This was not including accrued interest
of EUR 535k (2021: EUR 404k).
Also in May 2021, the Company agreed to convert the EUR 8.5 million
convertible loan entered into in December 2020. The conversion
lowered the overall leverage ratio and strengthened the balance
through increased equity. The Company issued 6.6 million new shares
to the lenders that covered the outstanding loan, accrued interest and
a termination fee for early termination.
With the shares issued in connection with the acquisition of Sportnco
in April 2022, the Company’s share capital increased from USD
96,675,626 to USD 122,786,526 and the number of outstanding
shares increased from 96,675,626 to 122,786,526 (par value USD
1.00) during 2022.
Extraordinary events
The Company does not have business in the impacted conflict regions
of Ukraine and Russia, and while difficult to predict the wider impact
on consuming spending, no material impact is experienced so far in the
Company’s operations. Historically, the online gambling industry has
proved robust and normally not been materially affected by uncertain
periods for the global economy.
2. Summary of Significant Accounting
Policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been
consistently applied to both years presented, unless otherwise stated.
2.1 Basis of preparation
Statement of Compliance and Presentation of
Financial Statements
The consolidated Company financial statements include the financial
statements of the accounting parent, Plc, and its subsidiaries. These
financial statements are prepared in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European
Union (“EU”). The consolidated financial statements report the full year
of operations of 2022 and 2021.
The consolidated financial statements are presented on the historical
cost basis and reflect all acquisitions, adjusted for all post acquisition
gains, earnings and losses. Parent only financial statements report the
results of GiG the legal parent. The statements were approved by the
Board of Directors and issued on 21 April 2023.
Significant risks and uncertainties
For internet-based betting operations, there is uncertainty as to which
country’s law ought to be applied, as the internet operations can be
linked to several jurisdictions and there are legal doubts on whether
the availability of a site within foreign markets constitutes a solicitation
to persons residing within that market. Legislation concerning
online gaming is under review in certain jurisdictions, and in some
circumstances, previous opportunities to offer gaming products to
certain customers based in some markets on principles of freedom to
provide services, may be impacted by legal restrictions being imposed.
In other cases, previously unregulated jurisdictions pass legislation
regulating the market creating new opportunities to offer products and
services to those markets with legal certainty.
Following the divestment of its B2C segment, together with the
de-risking strategy to discontinue the white label model carried out
during 2020, GiG is less directly exposed to legal and compliance risks
associated with gaming operations. This strategic decision resulted
in a reduction from 15 brands operating on white-label agreements to
only one remaining at the end of 2022 (SkyCity). The majority of white
labels were terminated and/or migrated to other white-label platforms
although the larger white-labels converted to a SaaS agreement with
GiG. As part of the strategy to terminate white-label agreements, GiG
rescinded its Swedish and UK B2C licenses in October 2020, thereby
materially reducing compliance risks, in particular AML risks inherent in
transacting player funds. As at the year end, GiG has one B2C license
with the Malta Gaming Authority, together with various B2B licenses in
various regulated markets.
The Company will continue to primarily operate in the online gambling
industry. The laws and regulations surrounding the online gambling
industry are complex, constantly evolving and in some cases also
subject to uncertainty. In certain countries online gambling is
prohibited and/or restricted. If enforcement or other regulatory actions
are brought against any of the online gambling operators that are
also the Company’s customers, the Company’s revenue streams from
such customers may be adversely affected. The Company aims to
mitigate this risk through a fixed pricing model that is being adopted
for platform services where possible.
This evolving environment makes compliance an increasingly
complex area with the risk of non-compliance with territory specific
regulations, including responsible gaming and anti-money laundering
obligations. These uncertainties represent a risk for the Company’s
ability to develop and grow the business, as changes in legislation
or enforcement practices could force the Company to exit markets,
or even result in financial sanctions, litigation, license withdrawal or
unexpected tax exposures, which have not duly been provided for
in the financial statements. These risks continue to stem from past
exposures on B2C and white-labels, for as long as related warranties
may continue to apply, and until the B2C MGA license is relinquished.
During November 2020, one of the Company’s subsidiaries was
subject to a review by the FIAU in relation to controls on money
laundering and counter terrorism. The outcome of this review is not
65
Consolidated Financial Statements
Annual Report 2022
y et finalised and based on the information available as at the date
of reporting, Management does not anticipate that there will be any
material financial consequence emerging from such review.
It is the Company’s view that the responsibility for compliance with
laws and regulations rests with the customers for both the Media and
Platform business activities. Although gaming laws and regulations
of many jurisdictions do not specifically apply to the supply of B2B
services, certain countries have sought to regulate or prohibit the
supply of such services. The Company may therefore be subject
to such laws, directly or indirectly. The Company mitigates this risk
through monitoring of legal developments, contractual arrangements,
and by seeking external advice to assist with the assessment of risk
exposures as appropriate.
 
In addition to the above, the Company faces the risk that customers
are not able to pay for the services rendered when these fall due.
Specifically, for Media services, the Company faces operational risks
arising from Google’s changes of its algorithm that could temporarily
impact rankings, and hence also impact revenues.
Use of Estimates, Judgements and Assumptions
The preparation of the consolidated financial statements in conformity
with IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported
amounts of assets, liabilities, income, expenses and disclosure of
contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and
expenses during the reporting period. Accordingly, actual results could
differ from those estimates.
Estimates constitute the basis for the assessment of the net book
value of assets and liabilities when these values cannot be derived
from other sources. Estimates and the underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the revisions are made and in any
future periods affected.
The following are significant areas in the Company's consolidated
financial statements where estimates and judgment are applied
to account balances: Goodwill, intangibles, property, plant and
equipment, related write-offs, depreciation, amortisation and income
taxes. The amount and timing of recorded expenses for any period
would vary by any changes made to such estimates.
2.2 Consolidation
(a) Subsidiaries
Subsidiaries are all entities over which the Company has control. The
Company controls an entity when the Company is exposed to, or has
rights to, variable return from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Company. They are deconsolidated from the date
that control ceases.
The Company applies the acquisition method of accounting to
account for business combinations that fall within the scope of IFRS
3. The consideration transferred for the acquisition of a subsidiary
is the fair values of the assets transferred, the liabilities incurred to
the former owners of the acquiree and the equity interests issued by
the Company. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration
arrangement. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities
assumed (identifiable net assets) in a business combination are
measured initially at their fair values at the acquisition date. On an
acquisition-by-acquisition basis, the Company recognises any non-
controlling interest in the acquiree either at fair value or at the non-
controlling interest’s proportionate share of the recognised amounts of
the acquiree’s identifiable net assets.
Goodwill is initially measured as the excess of the consideration
transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in
the acquiree over the fair value of the identifiable net assets acquired.
If this is less than the fair value of the identifiable net assets of the
subsidiary acquired in the case of a bargain purchase, the difference is
recognised directly in profit or loss (Note 2.9) .
Upon consolidation, inter-company transactions, balances and
unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated but considered an
impairment indicator of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Company.
In the Company’s separate financial statements, investments in
subsidiaries are accounted for by the cost method of accounting, i.e.
at cost less impairment. Cost includes directly attributable costs of the
investment. Cost also includes the vested portion of the grant date
fair value of share options which the Company grants as remuneration
to employees and other consultants who provide services to the
Company’s subsidiaries.
Provisions are recorded where, in the opinion of the directors, there
is an impairment in value. Where there has been an impairment in the
value of an investment, it is recognised as an expense in the period
in which the diminution is identified. The results of subsidiaries are
reflected in the Company’s separate financial statements only to
the extent of dividends receivable. On disposal of an investment,
the difference between the net disposal proceeds and the carrying
amount is charged or credited to profit or loss.
When the Company ceases to have control, any retained interest in
the entity is remeasured to its fair value at the date when control
is lost, with the change in carrying amount recognised in profit or
loss. The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are
accounted for as if the Company had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognised
in other comprehensive income are reclassified to profit or l oss.
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Annual Report 2022
(b) Transactions with non-controlling interests
The Company treats transactions with non-controlling interests, where
the acquisition or disposal of partial interests in a subsidiary has no
impact on the Company’s ability to control the subsidiary’s financial
and operating policies, as transactions with equity owners of the
Company. For purchases from non-controlling interests, the difference
between any consideration paid and the relevant share acquired of
the carrying value of net assets of the subsidiary is recorded in equity.
Gains or losses on disposals to non-controlling interests are also
recorded in equity .
2.3 Business combinations between entities under
common control
Business combinations between entities under common control,
which do not fall within the scope of IFRS 3, are accounted for using
predecessor method of accounting. Under the predecessor method of
accounting, assets and liabilities are incorporated at the predecessor
carrying values which are the carrying amounts of assets and liabilities
of the acquired entity from the financial statement amounts of the
acquired entity.
No new goodwill arises in predecessor accounting, and any
differences between the consideration given and the aggregate book
value of the assets and liabilities (as of the date of the transaction)
of the acquired entity, is included in equity in a separate reserve. The
financial statements incorporate the acquired entities’ results and
balance sheet prospectively from the date on which the business
combination between entities under common control occurred .
2.4 Segment Information
The Company determines and presents operating segments based
on the information that internally is provided to the Company’s
management team, which is the Company’s chief operating decision-
maker in accordance with the requirements of IFRS 8 ‘Operating
segments’.
An operating segment is a component of the Company that engages
in business activities from which it may earn revenues and incur
expenses including revenues and expenses that relate to transactions
with any of the Company’s other components, and for which discrete
financial information is available. An operating segment’s operating
results are reviewed regularly by the Company’s management team to
make decisions about resources to be allocated to the segment and to
assess its performance executing the function of the chief operating
decision-maker.
2.5 Foreign Currency Translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Company's
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’).
The consolidated financial statements are presented in Euros (EUR),
which is the functional currency of the Company .
(b) Transactions and balance
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss. The Company’s
accounting policy is to present all exchange differences within other
income (expense), including exchange differences arising on cash an d
cash equivalents and amounts due from payment providers.
(c) Subsidiaries
Income statements of foreign entities are translated into the
Company's presentation currency at the average exchange rates for
the year and statements of financial position are translated at the
exchange rates ruling at year-end. All resulting translation difference s
are recognised in other comprehensive income.
Exchange differences arising from the translation of the net investme nt
in foreign operations are taken to other comprehensive income. On
disposal or partial disposal of a foreign entity, translation differences
that were previously recognised in other comprehensive income are
recognised in profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of
a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate. Translation differences are
recognised in other comprehensive income.
2.6 Financial instruments
The Company's financial instruments include cash and cash
equivalents, trade accounts and credit card receivables, bond payable,
trade payables and accrued expenses and related party debt. Such
instruments are carried at cost which approximates fair value due to
the short maturities of these instruments.
2.7 Cash and cash equivalents
For purposes of the statement of cash flows, the cash and cash
equivalents are comprised of cash on hand, deposits held at call with
banks and e-wallets.
2.8 Trade and other receivables
Trade receivables are amounts due from customers for services
performed in the ordinary course of business. If collection is expected
in one year or less (or in the normal operating cycle of the business if
longer), they are classified as current assets. If not, they are presented
as non-current assets.
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method, less provision for impairment (Note 2.13). The carrying amount
of the asset is reduced through the use of an allowance account, and
the amount of the loss is recognised in profit or loss. When a receivable
67
Consolidated Financial Statements
Annual Report 2022
is uncollectible, it is written off against the allowance account for trade
and other receivables. Subsequent recoveries of amounts previously
written off are credited against profit or loss.
2.9 Intangible assets
(a) Goodwill
Goodwill arises on the acquisition of subsidiaries and represents
the excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition-date fair
value of any previous equity interest in the acquiree over the fair
value of identifiable net assets, liabilities and contingent liabilities of
the acquiree and the fair value of the non-controlling interest in the
acquiree.
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash-generating units
(“CGUs”), or groups of CGUs, that are expected to benefit from the
synergies of the combination. Each unit or group of units to which the
goodwill is allocated represents the lowest level within the entity at
which the goodwill is monitored for internal management purposes.
Goodwill impairment reviews are undertaken annually or more
frequently if events or changes in circumstances indicate a potential
impairment. The carrying value of goodwill is compared to the
recoverable amount, which is the higher of value in use and fair value
less costs of disposal. Any impairment is recognised immediately as an
expense and is not subsequently reversed.
(b) Domains
Domains comprise the value of domain names acquired by the
Company as well as the value derived from the search engine
optimisation activity embedded in the acquired portfolios. Separately
acquired domains are shown at historical cost, which represent their
acquisition price and certain domains are expected to have a useful lif e
of 8 years. Amortisation is calculated using the straight-line method
to allocate the cost of domains over their estimated useful lives. Other
domains have an indefinite useful life.
(c) Affiliate contracts
Acquired affiliate contracts are shown at historical cost and are
deemed to have a useful life of 3 years, determined by reference to
the expected user churn rate. Amortisation is calculated using the
straight-line method to allocate the cost of affiliate contracts over thei r
estimated useful lives.
(d) Trademarks
Separately acquired trademarks and licences are shown at historical
cost. Trademarks acquired in a business combination are recognised
at fair value at the acquisition date. Trademarks have indefinite useful
lives and are subsequently carried at cost less impairment losses. The
trademarks are not amortised and are held indefinitely because trends
show that they will generate net cash inflows for the Company for an
indefinite period.
(e) Computer software and technology platforms
Acquired computer software and platforms are capitalised on the basis
of the costs incurred to acquire and bring to use these assets. These
costs are amortised over their estimated useful lives of 2 to 3 years
or, in the case of computer software, over the term of the licence
agreement, if different.
Development costs that are directly attributed to the design and
testing of identifiable and unique software products controlled by
the Company are recognised as intangible assets when the following
criteria are met:
• it is technically feasible to complete the intangible asset so that it
will be available for use;
• management intends to complete the intangible asset and use or
sell it;
• there is an ability to use or sell the intangible asset;
• it can be demonstrated how the intangible asset will generate
probable future economic benefits;
• adequate technical, financial and other resources to complete
the development and to use or sell the intangible asset are
available; and
• the expenditure attributable to the intangible asset during its
development can be reliably measured.
Directly attributable costs that are capitalised as part of these
intangible assets include the development employee costs.
Other development expenditures that do not meet these criteria are
recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a
subsequent period.
2.10 Property, plant and equipment
All property, plant and equipment are initially recorded at historical
cost and subsequently carried at historical cost less accumulated
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount when
it is probable that future economic benefits associated with the item
will flow to the Company and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised. All
other repairs and maintenance are charged to profit or loss during the
financial period in which they are incurred.
Years
Installations and improvements to premises 3 - 6
Computer and office equipment
Furniture and fittings
3
3 - 6
The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount (Note 2.12).
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Gains and losses on disposals of plant and equipment are determine d
by comparing the proceeds with carrying amount and are recognised
within profit or loss.
2.11 Leases
Company as a lessee
Leases are recognised as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by the
Company. Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to the Income Statement
over the lease period to produce a constant periodic rate of interest o n
the remaining balance of the liability for each period. The right-of-use
asset is depreciated over the shorter of the asset's useful life and the
lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of
the following lease payments:
• fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual
value guarantees;
• the exercise price of a purchase option if the lessee is reasonably
certain to exercise that
• option; and
• payments of penalties for terminating the lease, if the lease term
reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in
the lease. If that rate cannot be determined, the lessee’s incremental
borrowing rate is used, being the rate that the lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value
in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date
less any lease incentives
• received;
• any initial direct costs; and
• restoration costs.
Payments associated with short-term leases and leases of low-value
assets are recognised on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a lease term of 12 months
or less.
Company as a lessor
Leases where the Company has transferred substantially all risks and
rewards incidental to ownership of the leased assets to the lessees,
are classified as finance leases. The leased asset is derecognised
and the present value of the lease receivable is recognised on the
balance sheet and included in “trade and other receivables”. The
difference between the gross receivable and the present value of
the lease receivable is recognised as unearned finance income. Each
lease payment received is applied against the gross investment in the
finance lease receivable to reduce both the principal and the unearned
finance income. The finance income is recognised in profit or loss
on a basis that reflects a constant periodic rate of return on the net
investment in the finance lease receivable. Initial direct costs incurred
by the Company in negotiating and arranging finance leases are
added to finance lease receivables and reduce the amount of income
recognised over the lease term.
Leases where the Company retains substantially all risks and rewards
incidental to ownership are classified as operating leases. Rental
income from operating leases (net of any incentives given to the
lessees) is recognised in profit or loss on a straight-line basis over the
lease term. Initial direct costs incurred by the Company in negotiating
and arranging operating leases are added to the carrying amount of
the leased assets and recognised as an expense in profit or loss over
the lease term on the same basis as the lease income. Contingent
rents are recognised as income in profit or loss when earned.
2.12 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisatio n
and are tested annually for impairment. Assets that are subject
to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less
costs to sell or value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash flow CGU’s. Non-financial assets other than goodwill
that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
2.13 Financial assets
2.13.1 Classification
The Company classifies its financial assets in the following
measurement categories:
• those to be measured subsequently at fair value (either through
other comprehensive income (OCI) or through profit or loss), and
• those to be measured at amortised cost.
The classification depends on the entity’s business model for
managing the financial assets and the contractual terms of the cash
flows.
For assets measured at fair value, gains and losses will either be
recorded in profit or loss or OCI. For investments in equity instruments
that are not held for trading, this will depend on whether the Company
has made an irrevocable election at the time of initial recognition
to account for the equity investment at fair value through other
comprehensive income (FVOCI).
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The Company reclassifies debt investments when and only when its
business model for managing those assets changes.
2.13.2 Recognition, de-recognition and measurement
Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred
and the Company has transferred substantially all the risks and
rewards of ownership.
At initial recognition, the Company measures a financial asset at its
fair value plus, in the case of a financial asset not at fair value through
profit or loss (FVPL), transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial
assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their
entirety when determining whether their cash flows are solely payment
of principal and interest.
(a) Debt instruments
Subsequent measurement of debt instruments depends on the
Company’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories
into which the Parent classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual
cash flows where those cash flows represent solely payments of
principal and interest are measured at amortised cost. Interest
income from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss arising on
de-recognition is recognised directly in profit or loss and presented
in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as separate line item in the
statement of profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows
and for selling the financial assets, where the assets’ cash flows
represent solely payments of principal and interest, are measured at
FVOCI. Movements in the carrying amount are taken through OCI,
except for the recognition of impairment gains or losses, interest
income and foreign exchange gains and losses which are recognised in
profit or loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from equity to
profit or loss and recognised in other gains/(losses). Interest income
from these financial assets is included in finance income using the
effective interest rate method. Foreign exchange gains and losses
are presented in other gains/(losses) and impairment expenses are
presented as separate line item in the statement of profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI
are measured at FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL is recognised in profit or loss and
presented net within other gains/(losses) in the period in which it arises.
(b) Equity instruments
The Company subsequently measures all equity investments at fair
value. Where the Company’s management has elected to present
fair value gains and losses on equity investments in OCI, there is no
subsequent reclassification of fair value gains and losses to profit or
loss following the de-recognition of the investment. Dividends from
such investments continue to be recognised in profit or loss as other
income when the Company's right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised
in other gains/(losses) in the statement of profit or loss as applicable.
Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from
other changes in fair value.
2.13.3 Impairment
From 1 January 2021, the Company assesses, on a forward-looking
basis, the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment methodology
applied depends on whether there has been a significant increase in
credit risk.
For trade receivables, the Company applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables, see Note 4.1 for
further details.
2.14 Share-based compensation
The Company operates a number of equity-settled and cash-settled,
share-based compensation plans. Through these plans, the Company
receives services from employees and consultants, or purchases
intangible assets, as consideration for equity instruments (options)
of the Company. The fair value of the employee services received in
exchange for the grant of the options is recognised by the Company
as an expense.
For equity-settled share-based payments, the total amount to be
expensed is determined by reference to the fair value of the options
granted:
• including any market performance conditions (for example, an
entity’s share price);
• including the employee remaining in employment for a specific
time period;
• including the impact of any non-vesting conditions (for example,
the requirement for employees to hold shares for a specific
period of time).
At the end of each reporting period, the Company revises its estimates
of the number of options that are expected to vest based on the
non-market vesting conditions and service conditions. It recognises
the impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
When the options are exercised, the Company transfers shares to the
employees.
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2.15 Earnings (loss) per share
Basic earnings (loss) per share are calculated by dividing the net
income (loss) for the period, plus or minus applicable dividends, by
the weighted number of shares outstanding. Diluted earnings (loss)
per share utilise the same numerator, but outstanding shares in gain
periods include the dilutive effect of outstanding warrants and options
determined by the treasury stock method. In years when the Company
has losses reported, outstanding common stock options and warrants
were anti-dilutive and accordingly were excluded from this calculation.
For the year ended 31 December 2022, the Company had 2,804,600
options outstanding.
2.16 Inter-company transactions
Inter-company balances and unrealised income and expenses arisin g
from inter-company transactions are eliminated upon consolidation.
2.17 Foreign currency transactions
Transactions in currencies other than the EUR are recorded in EUR at
the exchange rates prevailing at the transaction dates. Exchange gains
and losses are included in the Company’s results of operations.
2.18 Revenue recognition policy
Revenue comprises the fair value of the consideration received or
receivable for the supply of services in the ordinary course of the
Company’s activities. The Company recognises revenue, including
other operating revenue, when the amount of revenue can be reliably
measured, it is probable that future economic benefits will flow to the
entity and when specific criteria have been met as described below.
(a) Gaming
Revenue from gaming transactions that are deemed to be financial
instruments, where the Company takes open positions against players,
is recognised as a net fair value gain or loss after the deduction of
players’ winnings, bonuses and gaming taxes. The revenue recognised
in this manner relates to casino. These are governed by IFRS 9 and
thus out of scope of IFRS 15.
Revenue from transactions where the Company is taking positions
against players, such as sports betting and online casino, is recognised
when the outcome of an event is known.
In contracting with white label operators, the Company considers that
it is acting as an intermediary between the third-party platform and
the related service providers. On this basis revenue is recognised net
of payments made to service providers. For one particular client, the
Company has the primary responsibility for fulfilling the promise to
provide specific services making the Company the principal. On this
basis, the revenues are recognised gross of payments made to service
providers in line with this accounting policy.
(b) Platform and sportsbetting services
In contracting with own license operators, the Company generates
revenue by entering into a revenue share deal or a fixed deal where
such revenue is apportioned on an accrual basis over the whole term
of the contract. The consideration for such services is generally
split between an initial setup to configure the software as per the
customer’s requirements and on-going charge invoiced monthly.
The uncertainty on the amount of revenue to be received is resolved
at each calendar month-end since the contracts are such that
the amounts reset to zero on a monthly basis. Management has
determined that it is appropriate for the Company to recognise the
monthly amounts invoiced as revenue in the Income Statement as thi s
best represents the Company’s enforceable rights to income, as well
as the value of services received by the Company’s customers.
In accordance with IFRS 15, the set-up is not seen as a distinct PO
as the customer cannot benefit from the set-up itself but from the
agreement as a whole. Accordingly, the set-up fee is simply seen
as being part of the consideration receivable for the software-as-a
service (SaaS) agreement and should therefore be deferred over the
period of the agreement. Management performed a detailed analysis
of such impact and concluded that this has an immaterial effect for th e
Company. Management will continue to monitor this matter due to th e
increase in customers in this segment.
(c) Performance Marketing
For a revenue share deal, the Company receives a share of the
revenues that the gaming operator has generated as a result of a
player playing on their iGaming site. Revenue is recognised in the
month that it is earned by the respective gaming operator.
For a cost acquisition deal, a client pays a one-time fee for each playe r
who deposits money on the client’s site. Cost per acquisition contract s
consist of a pre-agreed rate with the client. Revenue from such
contracts is recognised in the month in which the deposits are made.
For a listing deal, a client pays a fixed fee to be listed and critically
reviewed on the Company’s websites. Such revenue is apportioned o n
an accrual basis over the term of the contract.
Management considers the Company’s contracts to represent a serie s
of distinct performance obligations to stand ready to redirect players
on a constant basis. Such contracts give rise to variable consideratio n
from an IFRS 15 point of view since the revenues are not fixed at the
outset. In view of the nature of the service provided as a monthly
stand-ready obligation the Company recognises the income in the
month in which it has a contractual right to bill the iGaming operators.
(d) Other
Interest income is recognised in profit or loss for interest-bearing
instruments as it accrues, on a time-proportion basis using the
effective interest method, unless collectability is in doubt.
Dividend income is recognised when the right to receive payment is
established.
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2.19 Non controlling interest
GiG has a 99.99% interest in all Maltese companies which represents
controlling interest in these companies and therefore has consolidated
its financial statements and has presented a non-controlling interest
for the portion the Maltese companies that it does not ow n.
2.20 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
2.21 Trade and other payables
Trade payables are obligations to pay for services that have been
acquired in the ordinary course of business from suppliers. Accounts
payable are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business, if
longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method.
2.22 Financial liabilities
The Company recognises a financial liability in its statement of financial
position when it becomes a party to the contractual provisions of the
instrument. The Company’s financial liabilities are classified as financial
liabilities which are not at fair value through profit or loss (classified
as “Other liabilities) under IFRS 9. Financial liabilities not at fair value
through profit or loss are recognised initially at fair value, being the
fair value of consideration received, net of transaction costs that are
directly attributable to the acquisition or the issue of the financial
liability. These liabilities are subsequently measured at amortised cost.
The Company derecognises a financial liability from its statement
of financial position when the obligation specified in the contract or
arrangement is discharged, cancelled or expires.
2.23 Borrowings
Borrowings are recognised initially at the fair value of proceeds
received; net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost; any difference between
the proceeds (net of transaction costs) and the redemption value is
recognised in profit or loss over the period of the borrowings using the
effect interest method.
Borrowings are classified as current liabilities unless the Company has
an unconditional right to defer settlement of the liability for at least
twelve months after the end of the reporting period .
2.24 Current and deferred taxation
Tax expense for the year comprises current and deferred tax. Tax
expense is recognised in profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or directly
in equity.
Deferred tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. However, the
deferred tax is not accounted for if it arises from initial recognition of
an asset or liability in a transaction other than a business combination
that at the time of the transaction does not affect accounting or
taxable profit or loss. Deferred tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the end
of the reporting period and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred income tax assets and liabilities relate
to income taxes levied by the same taxing authority on either the
taxable entity or different taxable entities where there is an intention
to settle the balances on a net basis.
The Company files U.S. federal income tax returns and state income
tax returns in Florida, New Jersey and California. Returns filed in these
jurisdictions for tax years ended on or after 31 December 2019 are
subject to examination by the relevant taxing authorities. In addition,
Plc and its subsidiaries, and GiG Properties file tax returns in Malta,
Spain, Gibraltar, Norway, Denmark and France.
2.25 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as
a liability in the Company’s financial statements in the period in which
the obligation to pay a dividend is established.
2.26 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported
in the statement of financial position where there is a legally
enforceable right to set off the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the
liability simultaneously.
2 .27 Non-current assets held for sale and
discontinued operations
Non-current assets are classified as held for sale if their carrying
amount will be recovered principally through a sale transaction
rather than through continuing use and a sale is considered highly
probable. They are measured at the lower of their carrying amount
and fair value less costs to sell, except for assets such as deferre d
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Annual Report 2022
t ax assets, assets arising from employee benefits, financial assets
and investment property that are carried at fair value and contractu al
rights under insurance contracts, which are specifically exempt from
this requirement. An impairment loss is recognised for any initial or
subsequent write-down of the asset to fair value less costs to sell. A
gain is recognised for any subsequent increases in fair value less co s ts
to sell of an asset, but not in excess of any cumulative impairment lo s s
previously recognised. A gain or loss not previously recognised by t h e
––date of the sale of the noncurrent asset is recognised at the date o f
derecognition. Non-current assets are not depreciated or amortised
while they are classified as held for sale. Interest and other expense s
attributable to the liabilities of a disposal Company classified as hel d
for sale continue to be recognised. Non-current assets classified as
held for sale and the assets of a disposal Company classified as hel d
for sale are presented separately from the other assets in the balan c e
sheet. The liabilities of a disposal Company classified as held for sal e
are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been
disposed of or is classified as held for sale and that represents a
separate major line of business or geographical area of operations, i s
part of a single co-ordinated plan to dispose of such a line of busine s s
or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presente d
separately in the statement of profit or loss
2.28 Restatement of Balance sheet
The 2021 balance sheet has been restated to reflect a correction of
classification of the Company's bond as long term.
3. Segment Information
The Company operates two segments: Platform offering front-end
services (‘Platform’); and Affiliate marketing (‘Media’)
The Company’s internal reporting to its management team focuses on
Platform and Media separately and the segment information is being
disclosed accordingly.
2022
(EUR 1000)
Media Platform TOTAL
Revenue 61 738 45 284 107 022
Cost of sales - -5 362 -5 362
Marketing costs -18 150 -13 087 -31 237
Other operating expenses -13 962 -22 221 -36 183
EBITDA adjusted 29 626 4 614 34 240
Share Option expense -275 -1 424 -1 699
EBITDA 29 351 3 190 32 541
Depreciation & Amortisation -8 095 -13 403 -21 498
Other income 497 497 994
EBIT 21 547 -9 751 11 796
2021
(EUR 1000)
Media Platform TOTAL
Revenue 44 970 37 185 82 155
Cost of sales - -4 564 -4 564
Marketing costs -10 959 -12 046 -23 005
Other operating expenses -12 178 -21 434 -33 612
EBITDA adjusted 21 833 -440 21 393
Share option expense -274 -370 -644
EBITDA 21 559 -810 20 749
Depreciation & Amortisation -7 715 -6 878 -14 593
Other income 426 426 851
EBIT 14 269 -7 262 7 007
Similarly, the Company has assets at 31 December 2022 and 2021 by
continent (EUR 1000’s):
2022 (EUR 1000) Media Platform TOTAL
Nordic countries 12 537 3 879 16 416
Europe excl. Nordic countries 32 060 12 436 44 496
Rest of world 373 21 289 21 662
TOTAL 44 970 37 604 82 57 4
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Consolidated Financial Statements
Annual Report 2022
of the reporting period, had the SEK exchange rate strengthened or
weakened against the euro by 7.4% (2021: 0.15%) with other variables
held constant, the increase or decrease respectively in net assets
of the Company would amount to approximately EUR 3,851k (2021:
EUR 64k). At the end of the reporting period, had the NZD exchange
rate strengthened or weakened against the euro by 9.3% with other
variables held constant, the increase or decrease respectively in net
assets of the Company would amount to approximately EUR 318k
respectively. A sensitivity analysis for all other assets and liabilities
was not deemed necessary on the basis that management considered
it to be immaterial.
(ii) Interest rate risk and cash flow interest rate risk
As at 31 December 2022, the Company is exposed to cash flow
interest rate risk arising on the floating rate note bonds in issue at this
date (Note 19). The bond has a 3 monthly STIBOR plus fixed interest
rate of 8.5%. The STIBOR rate has changed materially over the past
year and is expected to continue to increase further. Management has
performed a sensitivity analysis was whereby the maximum increase
of 3.39% is expected resulting in a yearly increase of interest expense
of EUR 212k.
As disclosed in Note 7, upon the acquisition of Sportnco, the Company
acquired debt in the form of loans with credit institutions amounting to
EUR 18,628k. These loans, as detailed in Note 9, carry different fixed
interest rates except for a particular loan having a 3 monthly EURIBOR
plus a variable interest rate. The variable interest rate is dependent on
the financial performance of Sportnco as a stand-alone sub-company.
The interest rate varies from 1.20% per annum to 1.90% per annum and
is based on the EBITDA result generated by Sportnco. The EURIBOR
rate has changed materially over the past year and is expected to
continue to increase further. Management has performed a sensitivity
analysis was whereby the maximum increase of 3.64% is expected
resulting in a yearly increase of interest expense of EUR 161k.
Other than as disclosed above, there are no other significant
exposures to floating rates of interest as at 31 December 2022, and
the Company was not significantly exposed to floating rates of interest
as at 31 December 2021.
(b) Credit risk
Credit risk is the risk of a financial loss to the Company if a
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from outstanding receivables due to
the Company’s customers and cash and cash equivalents.
2021 (EUR 1000) Media Platform Elimin. TOTAL
Nordic countries 8 710 6 030 - 14 740
Europe excl. Nordic countries 25 575 16 129 -1 838 39 866
Rest of world 31 8 389 - 8 420
TOTAL 34 316 30 548 -1 838 63 027
T he following table presents the number of Company personnel by
continent:
2022 2021
Europe 538 461
North America 2 3
540 464
The primary measure used by the CEO and the Board of Directors
to assess the performance of operating segments is profit from
operations. For product analysis, the primary measure is net revenue
in line with the Company's internal reporting. The Company operates
an integrated business model and does not allocate either assets or
liabilities of the operating segments in its internal reportin g.
4. Financial Risk Managment
4.1 Financial risk factors
The Company’s activities potentially expose it to a variety of financial
risks principally comprising market risk (including foreign exchange
risk, price risk and fair value interest rate risk), credit risk and liquidity
risk. The Company provides principles for overall risk management.
The Company did not make use of derivative financial instruments to
hedge risk exposures during the current and preceding period.
(a) Market risk
(i) Foreign exchange risk
The Company operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the SEK, GBP, NZD, CAD, DKK, USD and NOK. The
Company is primarily exposed to foreign exchange risk with respect to
SEK arising on the bond issuance. Foreign exchange risk arises from
future commercial transactions and recognised assets and liabilities
which are denominated in a currency that is not the entity’s functional
currency.
A sensitivity analysis for foreign exchange risk disclosing how profit
or loss and equity would have been affected by changes in foreign
exchange rates that were reasonably possible at the end of the period
was deemed necessary for liabilities denominated in SEK. At the end
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Consolidated Financial Statements
Annual Report 2022
Company Parent
EUR 1000 2022 2021 2022 2021
Financial assets at
amortised cost:
Trade and other receivables
(Note 14)
22 328 16 584 - -
Amounts due from payment
providers (Note 14)
893 716 - -
Cash at bank and other
intermediaries
15 209 8 561 92 78
Exposure 38 430 26 131 92 78
The Company assesses the credit quality of its customers taking into
account financial position, past experience and other factors. It has
processes in place to ensure that sales of products and services are
affected to customers with an appropriate credit history. The Company
manages credit limits and exposures actively in a practicable manner
such that past due amounts receivable from customersare within
controlled parameters. The Company monitors the performance of
these financial assets on a regular basis to identify incurred collection
losses which are inherent in the Company’s receivables taking into
account historical experience in collection of accounts receivable.
Impairment of financial assets
The Company’s trade receivables are subject to the expected credit
loss model. Cash and cash equivalents are also subject to the
impairment requirements of IFRS 9, but due to the low credit risk the
loss allowance was deemed to be immaterial in both current and prior
years. The loss allowance in relation to amounts due from payment
providers was deemed to be nil as at 31 December 2022 and 31
December 2021.
The Company applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. The expected loss rates are based on
historical experience, as adjusted for qualitative factors, as further
described below.
The Publishing unit within performance marketing reported trade
receivables of EUR 6,284k as at 31 December 2022 (2021: EUR
4,634k), and a loss allowance of EUR 371k (2021: EUR 252k). The
Paid unit within performance marketing reported trade receivables
of EUR 3,687k as at 31 December 2022 (2021: EUR 1,918k), and a
loss allowance of EUR 189k (2021: EUR 171k). The newly acquired
BE Marketing Ltd reported trade receivables of EUR 1,027k as at 31
December 2022. Since this company has recently been acquired, the
Company does not hold sufficient history to calculate any potential
loss allowance.
Trade receivables from platform services amounted to EUR 3.340k
as at 31 December 2022 (2021: EUR 2,265k). As at 31 December
2022, management recorded a loss allowance of EUR 265k (2021:
nil), and EUR 785k (2021: EUR 285k) was written off as uncollectible.
Management has considered the quality of counterparties as at
31 December 2022 and 2021, and concluded that no further loss
allowance should be recorded on the basis of payment experience,
where relevant, and management’s credit risk assessment.
Trade receivables of sublease of property amounting to EUR 964k
(2021: nil) does not carry any loss allowance since there is limited
credit history available.
(c) Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future
obligations associated with its financial liabilities, which comprise
principally trade and other payables, interest on bonds and loans
(refer to Notes 9 and 19). Prudent liquidity risk management includes
maintaining sufficient cash to ensure the availability of an adequate
amount of funding to meet the Company’s obligations.
Management monitors liquidity risk by reviewing expected cash flows
and assesses whether additional financing facilities are expected
to be required over the coming year. The Company’s liquidity risk is
actively managed taking cognisance of the matching of cash inflows
and outflows arising from expected maturities of financial instruments.
Further information linked to liquidity and the going concern basis of
preparation is found in Note 2.1 to the financial statements.
4.2 Capital risk management
The Company’s capital comprises its equity as included in the
statements of financial position. The Company’s objectives when
managing capital are to safeguard the Company’s ability to continue
as a going concern in order to provide returns for shareholders and
benefits for other shareholders and to maintain an optimal capital
structure to reduce the cost of capital.
The Company’s capital structure (including the additional paid-in
capital) is monitored at a Company level with appropriate reference to
subsidiaries’ financial conditions and prospects.
In order to maintain or adjust the capital structure, the Company may
adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
4.3 Fair values of financial instruments
Financial instruments carried at fair value
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1).
• Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3. The Company’s
instrument included in level 3 comprise a private equity investment,
disclosed in Note 13 of these financial statements, which also includes
a reconciliation from opening to closing value of the instruments.
75
Consolidated Financial Statements
A nnual Report 2022
Level 3 valuations are reviewed regularly by the Management. The
Company’s derivative financial instrument, comprising an option to
purchase intangible assets, is also included in level 3, and is
disclosed in Note 13. Further details on how the fair value of these
instruments was calculated are disclosed in the respective notes to
these financial statements.
There were no transfers between levels of the fair value hierarchy
during 2022 and 2021.
Financial instruments not carried at fair value
As at 31 December 2022 and 2021 the carrying amounts of cash at
bank, receivables, payables, and borrowings reflected in the financial
statements are reasonable estimates of fair value in view of the nature
of these instruments or the relatively short period of time between the
origination of the instruments and their expected realisation. The bond
is held at amortised cost and the fair value is disclosed in Note 19.
5. Critical Accounting Estimates and
Judgements
Estimates and judgements are continually evaluated based on
historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
The Company make estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom equal
the related actual results. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amount
of assets and liabilities within the next financial year, other than the
uncertainty associated with the legal environment that the Company
operates in (disclosed in Note 32), are addressed below.
(i) Impairment test of goodwill and other intangible assets
The Company tests whether goodwill and other intangible assets with
indefinite lives have suffered any impairment on an annual basis. As
at 31 December 2022 the Company operated three CGU comprising of
performance marketing, platform services and Sportnco.
Performance marketing accounts for 32% (2021: 75%) of the carrying
amount of intangibles. The Directors consider that the impairment
assessment for this business component is less sensitive to changes
in key assumptions due to the level of headroom between the reported
intangible assets and the respective value-in-use.
The Directors consider the impairment assessment for Platform
services, which accounts for 20% (2021: 25%) of intangible assets, to
be more sensitive to key assumptions, which include the successful
onboarding of new clients, projected revenue growth and improved
EBITDA margin.
Sportnco accounts for 48% (2021: Nil) of the carrying amount of
intangibles and as a recently acquired business unit, the Group is on an
on-going process to create and enhance synergies across various levels
with the aim of improving the operational and financial performance.
(ii) Contingent liability
In November 2020, one of the Company’s subsidiaries was subject
to a review by the FIAU in relation to controls on money laundering
and counter terrorism. The outcome of this review is not yet finalised
and, based on the information available as at the date of reporting,
Management does not anticipate that there will be any material
financial consequence emerging from such review.
(iv) Sportnco acquisition
As disclosed in Note 7 below, the Company acquired 100% of the
issued shares of Sportnco, an unlisted Company based in France.
The final consideration of this acquisition is contingent to an
arrangement which requires the Company to pay the former
shareholders of Sportnco a two year earn-out based on the
performance in 2022 and 2023 with up to EUR 11.5 million per year
(undiscounted).
The earn-out will be paid 50% in cash and 50% in new shares in the
Company, where the number of shares to be issued shall be based on
a 10-day VWAP of the Company Parent’s share at the time of payment,
expected in April 2023 and April 2024.
Given the nature of the arrangements, all the contingent
consideration is classified as a liability in the Company’s financial
statements. The potential undiscounted amount of all future
payments that the Company could be required to make under the
contingent consideration arrangement is between EUR 8.5 million and
EUR 23 million.
The earn-out payment to be paid in April 2023 based on the
performance in 2022 is of EUR 8,495k whereby 50% in cash and 50%
in shares.
EUR 1000 Company Parent
Assets (level 3): 2022 2021 2022 2021
Financial assets at fair value through profit or loss (recorded in other non-current assets):
Derivative instruments - purchase call options (Note 15) - -206 - -
Financial liabilities at fair value through profit or loss:
Contingent consideration 8 942 - - -
Total financial assets (liabilities) 8 942 -206 - -
76
Consolidated Financial Statements
Annual Report 2022
Due to the earn-out catch-up structure mechanism where over
performance in 2023 could benefit the earn-out payment in 2022, a
higher prudent provision than the estimated earn-out amount was
provided for in the balance sheet. The fair value of the contingent
consideration arrangement of EUR 18.5 million was estimated by
applying the income approach. The fair value measurement is based
on significant inputs that are not observable in the market, which IF R S
13: Fair Value Measurement refers to as Level 3 inputs.
The key assumption revolves around the Sportnco estimated
earnings before interest, tax, depreciation and amortisation
(“EBITDA”) since the contingent consideration is dependent on
EBITDA achieved by Sportnco. The estimated EBITDA is based on
historical trends, observations and results achieved by Sportnco
and subject to an 85% estimate factor. Should the expected
results increase/decrease by 5%, the contingent consideration
would be increase/decrease by EUR 1.15 million. An increase/
decrease in the contingent consideration would affect the payable
amount recognised in the statement of financial position, with the
corresponding adjustment impacting the profit or loss.
(v) Valuation of intangible assets in business combinations
The Company exercises judgement in determining the fair value of
acquired intangibles on business combinations. Such assets mainly
consist of customer contracts. The judgements made are based on
recognised valuation techniques such as the cash flow free method
with assumed discount rate of 15% and a perpetual growth rate o f
2% for contracts and the Group’s industry experience and specialist
knowledge. See Note 7 for additional information.
(vi) Amortisation rate of the intangible asset in business combinatio ns
The Group assessed the useful life of the intangible asset acquire d
on business combinations and determined that these assets shall be
amortised over a period of 7 years. This was determined by analysin g
the average churn rates for each contract to the average contract
value for each client.
6. Leases
The Company leases various properties. Rental contracts are typicall y
made for fixed periods of 1 to 8 years but may have extension options
as described below. Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions. The lease
agreements do not impose any covenants, but leased assets may not
be used as security for borrowing purposes.
Extension and termination options are included in a number of
properties across the Company. These terms are used to maximise
operational flexibility in terms of managing contracts. The majority
of extension and termination options held are exercisable only by the
Company and not by the respective lessor.
Judgements in determining the lease term
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an
extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in
the lease term if the lease is reasonably certain to be extended (or
not terminated). The assessment is reviewed if a significant event
or a significant change in circumstances occurs which affects this
assessment and that is within the control of the lessee. No change
was required in 2022 or in 2021 that would have resulted in a change
in the lease term.
This note provides information for leases where the Company is a
lessee. For leases where the Company is a lessor, see Note 6 (c).
(a) Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
(EUR 1000) As at 31
December 2022
As at 31
December 2021
Right-of-use-assets:
Buildings 7 563 11 123
Lease liabilities:
Non-current 6 828 10 168
Current 3 163 2 388
Total 9 991 12 556
Additions to the right-of-use assets during the 2022 financial year
were EUR 424k (2021: EUR 841k). Disposals to the right-of-use assets
during the current year were EUR 1,494k (2021: 154k) of which EUR
958k (2021: nil) relates to sub-lease arrangements entered into by the
Company.
(b) Amounts recognised in the statement of profit or loss
The statement of profit or loss shows the following amounts relating
to leases:
(EUR 1000) As at 31
December
2022
As at 31
December
2021
Depreciation charge of right-of-use
assets
2 662 2 592
Interest expense (included in other
expenses)
770 908
The total cash outflow included lease principal payments amounting
to EUR 3,196k (2021: EUR 2,332k) and leasehold interest payments
amounting to EUR 770k (2021: EUR 906k).
77
Consolidated Financial Statements
Annual Report 2022
Maturity analysis - contractual
undiscounted cash flows
(EUR 1000)
As at 31
December
2022
As at 31
December
2021
Less than one year 3 155 3 356
One to five years 9 312 11 045
12 467 14 401
(c) The Company as a lessor
Leasing arrangements classified as operating leases
During 2022 and 2021, the Company has sub-leased parts of its office
to a number of tenants under operating leases with rentals payable
monthly. The Company has recognised rental income from operating
leases of EUR 994k (2021: EUR 852k).
The offices are sub-leased to tenants under operating leases with
rentals payable monthly. Lease payments include CPI increases, but
there are no other variable lease payments that depend on an index
or rate.
Minimum lease payments receivable on sub-leasing of office space are
as follows:
• fixed payments (including in-substance fixed payments), less any
lease incentive receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual
value guarantees;
• the exercise price of a purchase option if the lessee is reasonably
certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term
reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in
the lease. If that rate cannot be determined, the lessee’s incremental
borrowing rate is used, being the rate that the lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value
in a similar economic environment with similar terms and conditions.
Leasing arrangements classified as finance leases
During 2022, the Company has sub-leased parts of its office to a
tenant under a finance lease with rentals payable quarterly. The
Company’s sub-lease of its right-of-use of the office space is classified
as finance lease because the sub-lease is for the entire remaining
lease term of the head lease. The ROU asset relating to the head
lease with sub-lease classified as finance lease is derecognised. The
net investment in the sub-lease is recognised under “Trade and other
receivables” (Note 14).
Finance income on the net investment in sub-lease during 2022
amounted to EUR 0.233k (2021: nil). There are no other variable lease
payments that depend on an index or rate.
7. Business Combinations
Acquisition of Sportnco Gaming SAS
Subsequent to a Share Purchase Agreement to acquire the iGaming
company Sportnco Gaming SAS (“Sportnco”) on 22 December
2021, the Company received the necessary approvals from relevant
authorities, and GiG’s Board of Directors resolved to complete the
acquisition with effect on 1 April 2022. GiG acquired 100% of the
issued shares of Sportnco, an unlisted Company based in France.
The goodwill of EUR 59.0 million arising from the acquisition consists
largely of the synergies, increased value proposition with ever
increasing growth prospect and further diversification of revenue and
geographical reach expected from combining the operations of the
Company and Sportnco. Part of the goodwill recognised is expected
to be deductible for income tax purposes (to be determined). The
following table summarises the consideration paid for Sportnco and
the amounts of the assets acquired and liabilities assumed recognised
at the acquisition date.
EUR 1000 1 April 2022
Consideration
Equity instruments issued by the Company Parent (i) 23 500
Cash transfer 31 922
Initial consideration 55 422
Contingent consideration (ii) 18 526
Total Purchase Price (Equity value) 73 948
Asset Valuation
Cash and cash equivalents 4 149
Debt -18 628
Trade and other receivables 1 718
Trade and other payables -1 711
Deferred Tax -377
Technology Platform 16 242
Other tangible assets 199
Contracts – Fair Value 14 037
Deferred tax liability on Contract – Fair Value -701
Net identifiable assets acquired 14 927
Goodwill 59 021
Net assets acquired 73 948
(i) Equity instruments
As part of the consideration paid for Sportnco, EUR 23.5 million
was agreed to be paid in ordinary shares issued by the Company.
12,623,400 ordinary shares were issued and measured using the
volume-weighted average price (“VWAP”) of the Company’s oridinary
shares for the ten days of trading preceding the acquisition date
(NOK 18.08). In addition, the Company raised another EUR 25 million
through a direct share issuance at NOK 18.00 per share equal to
13,487,500 new shares.
78
Consolidated Financial Statements
Annual Report 2022
(ii) Contingent consideration
The contingent consideration arrangement requires the Company to
pay the former shareholders of Sportnco a two year earn-out based on
the performance in 2022 and 2023 with up to EUR 11.5 million per year
(undiscounted).
The earn-out will be paid 50% in cash and 50% in new shares in the
Company, where the number of shares to be issued shall be based on
a 10-day VWAP of the Company’s share price at the time of payment,
expected in April 2023 and April 2024.
Given the nature of the arrangements, all the contingent consideration
is classified as a liability in the Company’s financial statements.
The potential undiscounted amount of all future payments that
the Company could be required to make under the contingent
consideration arrangement is between EUR 8.5 and EUR 23.0 million.
The earn-out payment to be paid in April 2023 based on the performance
in 2022 is EUR 8,495k whereby 50% in cash and 50% in shares.
Due to the earn-out catch-up structure mechanism where over
performance in 2023 could benefit the earn-out payment in 2022, a
higher prudent provision than the estimated earn-out amount was
provided for in the balance sheet. The fair value of the contingent
consideration arrangement of EUR 18.5 million was estimated by
applying the income approach. The fair value measurement is based
on significant inputs that are not observable in the market, which IFRS
13: Fair Value Measurement refers to as Level 3 inputs.
The key assumption revolves around the Sportnco estimated earnings
before interest, tax, depreciation and amortisation (“EBITDA”) since
the contingent consideration is dependent on EBITDA achieved
by Sportnco. The estimated EBITDA is based on historical trends,
observations and results achieved by Sportnco and subject to an 85%
estimate factor. Should the expected results increase/decrease by 5%,
the contingent consideration would be increase/decrease by EUR 1.15
million. An increase/decrease in the contingent consideration would
affect the payable amount recognised in the statement of financial
position, with the corresponding adjustment impacting the profit or loss.
(iii) Other information
The fair value of the financial assets acquired includes receivables with
a fair value of EUR 1.7 million. The gross amount due approximates
the fair value of the financial assets and no material adjustments are
required to the fair value. The revenue included in the consolidated
statement of comprehensive income until 31 December 2022
contributed by Sportnco was EUR 8.1 million. Sportnco also contributed
an operating loss of EUR 0.48 million over the same period. Had
Sportnco been consolidated from 1 January 2022, the consolidated
statement of comprehensive income would have included revenue of
EUR 10.9 million and an operating loss of EUR 0.51 million.
Acquisition-related costs of EUR 662k has been recognised in the income
statement and in operating cash flows in the statement of cash flows.
The following table summarises the net cash used for the Sportnco
acquisition:
EUR 1000
Initial cash consideration 31 922
Less cash acquired upon acquisition -4 149
Cash used for acquisition, net of cash acquired 27 773
(iv) Transactions recognised separately from the acquisition
Further, as an incentive to retain key talent in Sportnco, a 30-month
option program has been entered into, whereby the option holders,
pending continued employment, will receive shares in the Company
at a VWAP valuation of EUR 2.11 per share up to a potential total
aggregate value of EUR 4.0 million. The Company recognises an
equity-settled share-based payment expense in its post-combination
profit or loss over the vesting period, against an increase in its share
option reserves as a component of equity.
Acquisition of casino affiliate websites
In December 2022, one of the Company’s subsidiaries signed an
agreement to acquire the casino affiliate websites Askgamblers.com,
Johnslots.com, Newcasinos.com and several smaller domains from
Catena Media Plc. The total consideration is EUR 45 million, of which
EUR 20 million was paid in cash on closing, EUR 10 million twelve
months after closing and the EUR 15 million balance 24 months after
closing. Closing was completed on 31 January 2023.
The transaction is structured by way of a Share Purchase Agreement
(SPA) with the Company’s subsidiary Innovation Labs Limited and
includes the acquisition of the two companies Catena Publishing Ltd
(Malta) and Catena Media D.O.O. Beograd (Serbia). These companies
currently employ around 96 people.
GiG financed the initial consideration through a combination of own
cash, a revolving credit facility and a share issue. Existing shareholders
participated in the share issue and the credit facility, securing
sufficient financing to complete the transaction at closing.
Askgamblers.com is an award-winning website recognised as a well-
trusted website source in the iGaming industry with strong brand
recognition by users. Johnslots.com and Newcasinos.com build on GiG
Media’s strategy to diversify its business.
The acquisition will diversify GiG Media further in line with the
strategy to create sustainable long-term growth and provide the
business with several key strategic assets and multiple revenue
opportunities. The acquired websites are strong in markets that
currently are non-core markets for GiG Media, therefore expanding
our current geographical reach. Further to the revenue growth
potential, operational synergies are expected to be realised after the
acquisition via the shared use of marketing technologies, business
intelligence systems and key functions.
7 9
Consolidated Financial Statements
A nnual Report 2022
EUR 1000 31 Jan 2023
Consideration
Cash transfer 20 000
Initial consideration 20 000
Future consideration - cash transfer 25 000
Total Purchase Price (Equity value) 45 000
Asset Valuation
Cash and cash equivalents 2 697
Trade and other receivables 2 571
Trade and other payables -650
Deferred Tax -1 268
Domains - fair value assets 22 239
Affiliate contracts - fair value 3 333
Other intangible assets 2 045
Net identifiable assets acquired 30 966
Goodwill 14 033
Net assets acquired 45 000
8. Discontinued operations
Following the acquisition of Sportnco, the Company’s own sportsbook
will be phased out as a standalone product as Sportnco’s sportsbook
is expected to be the preferred product going forward. Thus, in
accordance with IFRS 5, the results from Sports Betting Services
are reported as a discontinued operations in the Company’s financial
statements.
During 2022, the Company incurred additional expenses of EUR
3.143k (2021: EUR 0.466k) related to the divested business, and these
expenses have also been presented with results from the discontinued
operation. During the year, the Company received claims for overpaid
taxes to the relevant authorities amounting to EUR 0.533k (2021: nil).
Fi n ancial performance and cash flow information:
EUR 1000 2022 2021
Net revenue - -
Other income 534 -
Expenses -3 142 -465
Impairment losses - -
Operating loss -2 608 -465
Income tax expense - -
Operating loss from discontinued
oerations
-2 608 -465
Loss from discontinued operations
attributable to:
Owners of the Company -2 608 -465
Non-controlling interest - -
-2 608 -465
Net cash flow from operating activities -2 563 -1 148
Net cash from investingactivities - -
Net cash inflow/(outflow) from
financing activities
- -
Net increase in cash generated by
discontinued operations
-2 563 -1 14 8
9. Short term and long term loans payable
In June 2021, the Parent’s parent entered into a NOK 25 million (EUR
2.3 million) credit facility with a shareholder based on market terms at
that point in time. The facility was subject to a commitment fee of 3 %
per annum on the full amount and an interest rate of 15% per annum
on the amount withdrawn and matured on 31 March 2022. NOK 14.0
million was drawn under the facility in July 2021 and a further NOK
11.0 million in November 2021. The credit facility was repaid in Janu ary
2022.
In December 2020 the Company issued a subordinated convertible
loan of EUR 8.5 million to two Nordic investment funds bearing an
interest rate of 8% per annum. This loan is classified as convertible
loan with equity portion of Euro 0.8 million. The loan was convertibl e
into shares in the Company at NOK 15 at the option of the lenders, or
repayable net of transaction costs in cash on 18 June 2023. This lo an
was converted into 6,600,000 shares in May 2022.
Through the business combination transaction with Sportnco
(see Note 7), the Company acquired a number of loans with credit
institutions with the following terms (EUR 1000):
80
Consolidated Financial Statements
Annual Report 2022
Date of subscription Date of maturity Interest rate Balance as at 31 Dec 2022
(EUR 1000)
June 2016 January 2024 2.24% 325
May 2019 June 2025 1.25% 450
April 2020 April 2026 0.75% 1 066
April 2020 March 2026 0.25% 1 041
December 2020 December 2027
3m EURIBOR & variable margin (1.20%
- 1.90%)
10 700
December 2020 December 2027 1.85% 2 00 0
January 2021 January 2026 2.48% 56 9
January 2022 January 2026 0.00% 300
Compan y
(EUR 1000)
Goodwill Trade-
marks
Domains Affiliate
contracts
& customer
database
Technology
platform
Computer
software
Other Total
Balance 1 January 2021 16 287 841 24 971 15 5 893 599 692 49 29 8
Additions 38 - - - 8 400 653 - 9 091
Exchange differences - - - - - - - -
Reclassification - - - - - - - -
Amortisation charge - - -3 772 - -4 988 -880 -692 -10 33 2
Balance 31 December 2021 16 325 841 21 199 15 9 305 372 - 48 057
Additions - 22 696 267 14 926 712 80 16 703
Impairment losses - - - - - -36 - -3 6
Exchange differences -7 - - - 5 - - -2
Acquisition of subsidiary 59 021 - - 14 037 16 242 - - 89 30 0
Amortisation charge - -2 -4 610 -1 507 -10 921 -569 -53 -17 66 2
Balance 31 December 2021 75 340 861 17 285 12 812 29 557 479 27 136 36 1
1 0. Goodwill and intangibles
A reconciliation of goodwill and intangibles for the years ended 31 December 2022 and 2021 is as follows:
Parent
(EUR 1000)
Platform
Computer
software
Total
Balance 1 January 2021 12 2 14
Amortisation -12 -2 -14
Balance 31 December 2021 - - -
Amortisation - - -
Balance 31 December 2022 - - -
As at 31 December 2022 the net book value of internally generated intangible assets amounted to EUR 29,555k (2021: EUR 9,305k).
81
Consolidated Financial Statements
Annual Report 2022
Impairment test for goodwill and intangible assets
The Company’s reported goodwill as at 31 December 2022 primarily
relates to the acquisition of Sportnco, one of the leading platform
providers of turnkey betting and gaming solutions for operators in
regulated markets through its inhouse developed sportsbook and PAM.
Media goodwill relates to the acquisition of Rebel Penguin ApS, a
company offering digital marketing services. Trademarks acquired in
2017 are considered to have an indefinite life. Trademarks comprise of
gig.com domain which is split equally between the Media and Platform
cash generating units.
For the purposes of the impairment testing of goodwill and intangibles
three cash generating units (‘CGU’) were identified, comprising
of performance marketing, platform services and Sportnco. The
determination of CGUs reflects how the Company manages the
day-to-day operations of the business, and how decisions about the
Group’s assets and operations are made.
2022 Cash generating unit
(EUR 1000) Media Platform Sportnco
Goodwill 16 319 - 59 021
Intangible assets:
- with definite lives 19 581 11 591 29 216
- with indefinite lives 432 432 -
Balance 31 December 2022 25 866 12 022 88 255
2021 Cash generating unit
(EUR 1000) Media Platform
Goodwill 5 853 -
Intangible assets:
- with definite lives 21 916 8 974
- with indefinite lives 421 421
Balance 31 December 2021 28 190 9 395
The key assumptions on which management has based its impairment
test are reflected in the cash flow projections comprising the budget
for 2023 as confirmed by the entity's Board and estimated cashflows
for years 2024 - 2026 (2021: 2023 - 2025).
The key assumptions include
• Revenue percentage annual growth rate;
• Gross margin;
• Total operating expenses percentage annual growth rate; and
• EBITDA margin.
The post-tax discount rate applied to the cash flow projections for
performance marketing was 15% (2021: 15%) and for platform services
was 17% (2021:17%). The perpetual growth rate, as assumed in the
CGU’s residual value, is 2% (2021: 2%) based on the estimated long-
term inflation.
Performance Marketing
With regards to performance marketing, the directors consider that
the impairment assessment for this activity is less sensitive due to
the level of headroom between the carrying amount of the intangible
assets and the respective value-in-use. Goodwill attributed to this
CGU was EUR 5,853k as at 31 December 2022 and 2021, and domain s
are amortised over a period of 8 years.
During the preceding year the estimated useful lives of media domai ns
were revised to reflect the re-assessed value of such assets. The
net effect of the changes in the current year was a decrease in
amortization expense of EUR 1,558k. Assuming the assets are held
until the end of their re-assessed estimated useful lives, amortizatio n
in future years in relation to these assets will increase/(decrease) by
the following amounts:
Year ending 31 December EUR 1000
2021 -1 558
2022 -1 558
2023 -1 739
2024 -1 673
2025 999
2026 3 121
2027 1 204
2028 842
Platform Services
The impairment assessment for this business component is sensitive
to the Company achieving projected growth, representing an annual
CAGR of 25% over the projected period (2023-2025), and an improv ed
EBITDA margin. Intangible assets under platform services accounts
for 67% of the total carrying amount of intangibles, and a maintainabl e
free cashflow after tax of at least c. EUR 0.9m is required to sustain
the carrying value of the intangible assets, excluding the allocation o f
corporate assets and liabilities allocation to this business activity. Th e
impairment assessment of this activity is susceptible to the Compan y
achieving projected growth and an improvement in EBITDA.
Sportnco
The impairment assessment for the Sportnco business component
is sensitive to the Company achieving projected growth as well as
continuation of processes integration and synergies across various
operating levels over the projected period (2023-2025). Intangible
assets under Sportnco amounts for 48 % of the total carrying amoun t
of intangibles. Goodwill attributed to this CGU was EUR 59.0 million a s
at 31 December 2022 (2021: nil). Goodwill attributed to this CGU was
EUR 59.0 million as at 31 December 2022 (2021: nil)
82
Consolidated Financial Statements
Annual Report 2022
11. Property, plant and equipment
Company
(EUR 1000)
Installations and
improvement to premises
Furniture & fittings Computer & office
equipment
Total
At 1 January 2021
Cost 4 061 1 584 5 499 11 14 4
Additions 46 4 327 378
Disposals - - - -
Exchange differences - 2 - 2
As at 31 December 2021 4 107 1 590 5 826 11 523
Acquisition of subsidiary - - 199 199
Additions 92 2 757 851
Disposals - - -2 -2
Exchange differences - -2 - -2
At 31 December 2022 4 198 1 590 6 780 12 568
Accumulated depreciation
As at 1 January 2021 3 460 1 071 3 569 8 100
Depreciation charge 450 199 1 011 1 660
As at 31 December 2021 3 910 1 270 4 580 9 760
Depreciation charge 288 128 971 1 387
As at 31 December 2022 4 198 1 398 5 551 11 147
Net book value
As at 1 January 2021 601 513 1 930 3 043
As at 31 December 2021 196 320 1 246 1 763
As at 31 December 2022 - 193 1 228 1 421
12. Investments in Subsidiaries
EUR 1000 2022 2021
At 1 January: 65 615 62 365
Additions 53 988 3 256
Sale of investment - -
Write off - -6
At 31 December 119 603 65 615
At 31 December:
Cost 119 603 65 615
Carrying amount 119 603 65 615
83
Consolidated Financial Statements
Annual Report 2022
Subsidiaries
Country of
incorporation
Class of shares
held
Percentage of ownership
and voting rights held
directly by the Company
Percentage of ownershi p
and voting rights held by
the Parent
2022 2021 2022 2021
NV Securetrade Curacao Ordinary shares - - - 100
iGamingCloud NV Curacao Ordinary shares - - 100 100
Innovation Labs Limited Malta Ordinary shares 100 100 100 100
MT Secure Trade Limited Malta Ordinary shares 100 100 100 100
iGamingcloud Limited Malta Ordinary shares 100 100 100 100
Online Performance Marketing Limited British Virgin Islands Ordinary shares - - - 100
iGamingCloud SLU Spain Ordinary shares 100 100 100 100
iGamingCloud (Gilbraltar) Ltd Gilbraltar Ordinary shares - 100 - 100
GiG Norway AS Norway Ordinary shares 100 100 100 100
Gaming Innovation Group Inc. USA Ordinary shares 100 100 100 100
GIG Central Services Limited Malta Ordinary shares - - 100 100
Rebel Penguin ApS Denmark Ordinary shares - - 100 100
iGamingCloud Inc. United States Ordinary shares - - 100 100
SIA YSG International Services Limited Latvia Ordinary shares - - 100 -
Silvereye International Limited Operations plc Malta Ordinary shares 100 - 100 -
BE Marketing Limited Malta Ordinary shares - - 100 100
Sportnco Gaming SAS France Ordinary shares 100 - 100 -
Sportnco SAS France Ordinary shares - - 100 -
Tecnalis Solution Providers SLU Spain Ordinary shares - - 100 -
Sportnco Espana SA Spain Ordinary shares - - 100 -
Under Maltese law, certain corporations are required to be owned by a minimum of two entities/persons, as such in some 1 share is owned by an
officer of the Company or fiduciary agent (see Note 2.19 Non-Controlling interest).
13. Derivative financial asset (recorded in
other non-current assets)
Company
EUR 1000 2022 2021
Call option to acquire intangible assets
Non-current
At 31 December - 206
Valuation of call option to acquire intangible assets
During 2016, the Company acquired the right to buy the remaining 50%
of the risks and rewards of ‘development domains’ at any time during
March 2018 and June 2021.
The Company did not exercise this option during 2021 and
consequently, the option expired in June 2021. As of 31 December
2021, management was still discussing the extension of the option
whilst assessing the option to purchase the asset. As of 31 December
2021, management estimated the fair value of the option to be EUR
206k. During 2022, management concluded not to purchase the asset
and the call option was written off during the year.
84
Consolidated Financial Statements
Annual Report 2022
14. Trade and other receivables
Company Parent
EUR 1000 2022 2021 2022 2021
Non-current:
Finance lease receivable - gross 543 - - -
Other receivables 236 - - -
Current:
Trade receivables - gross 14 570 8 817 - -
Less loss allowance -675 -423 - -
Net 13 895 8 394 - -
Amounts due from payment providers 893 717 - -
Amounts due from company undertakings 149 149 3 724 5 135
Amounts due from related parties 44 - - -
Indirect taxation 3 862 4 801 - -
Finance lease receivable 420 - - -
Other receivables 1 271 2 100 - -
Accrued income 1 332 - - -
Prepayments 1 631 1 409 - -
Balance sheet 23 221 17 570 3 724 5 135
Other receivables of EUR 0.711k (2021: EUR 2.101k) for the Company are receivables related to the lease of a domain, which are
expected to reduce in line with the contractual obligations of the counterparty. A portion of EUR 0.236k is included in non-current
assets as the Company does not expect to receive such amounts in the next twelve months.
In the preceding year, the Company has accrued from EUR 1.9 million in terms of a claim for overpaid tax to relevant authorities which
has been settled during the year.
Amounts due from group undertakings, subsidiaries in the Company and related parties are unsecured, interest free and
repayable on demand.
15. Cash and cash equivalents
Cash and cash equivalents recorded in the Statements of Financial Position and the Statements of Cash Flows comprise the following :
Company Parent
EUR 1000 2022 2021 2022 2021
Cash and cash equivalents 15 209 8 561 91 78
Restricted cash -1 387 -1 630 - -
Cash, net of restricted cash 13 822 6 931 91 78
Included in the Parent’s cash at bank are amounts of EUR 1,387k (2021: EUR 1,630k) that are held in a fiduciary capacity and represent
customer monies, whose use is restricted in terms of the Malta Remote Gaming Regulations, 201 8 . Included in net cash generated
from operating activities is the opening cash position acquired from the Sportnco transaction, amounting to EUR4.1m, included in
change in trade and other receivables.
16. Prepaid and other current assets
Other current assets include prepayments to vendors and advances to employees incurred in the normal course of business .
85
Consolidated Financial Statements
Annual Report 2022
17. Other non-current assets
Other assets include security deposits on office leases, derivative assets and certain value added tax refunds due from various taxing
authorities.
18. Trade and other payables
Company Parent
EUR 1000 2022 2021 2022 2021
Non-current:
Indirect taxation and social security 2 180 2 856 - -
Current:
Trade payables 6 010 2 686 - -
Jackpot balances 983 1 178 - -
Players' accounts 403 452 - -
Other payables 2 223 2 309 61 87
Accruals 4 176 925 - -
Indirect taxation 8 751 9 663 - -
22 546 17 213 61 87
In the preceding year, the Company’s accruals include a provision for a potential fine from the SGA related to its discontinued
operations sold in 2020. The amount was settled during 2022.
Amounts due to subsidiaries and related parties are unsecured, interest-free and repayable on demand.
Some of the Company's subsidiaries postponed the remittance of certain indirect taxes. Management has entered into a payment
plan with the relevant authorities for any overdue balances relating to 2020 and preceding years. Amounts for which the renegotiated
payment does not fall due within 12 months are presented as non-current liabilities. Subsequent to the year-end some of the
Company's subsidiaries entered into a payment plan with the relevant authorities for any overdue tax balances related to 2022 and
preceding years.
The contingent consideration relates to the Sportnco acquisition as disclosed in Note 7.
19. Bonds
As at 31 December 2022, the Company hade the following outstanding bond:
Issued Maturity
date
Seniority Currency Nominal
amount
Interest
rate
2021
11 June
2024
Senior
secured
SEK 550 million
3 month
STIBOR +
8.5% p.a.
In January 2022, the Company successfully completed a SEK 100 million subsequent bond issue under the above bond framework, to
be used towards partially finance the acquisition of Sportnco and general corporate purposes. The borrowing limit of SEK 550 million
was therefore fully utilised after the reporting period.
The 2021-24 bonds are registered in the Norway Central Securities Depository and are dual listed on Nasdaq Stockholm and Frankfurt
Stock Exchange Open Market. Their quoted price as at 31 December 2022 was SEK 558.3 million (EUR 50.2 million) which in the
opinion of the directors fairly represents the fair value of these liabilities. This fair value estimate is deemed to fall under level 2 of the
fair value measurement hierarchy, as it is based on a quoted price in a market with low trading volume .
86
Consolidated Financial Statements
Annual Report 2022
20. Deferred income taxation
Company Parent
EUR 1000 2022 2021 2022 2021
Deferred tax asset to be recovered in more than 12 months 120 78 - -
Deferred tax liability to be recovered in more than 12 months -2 118 -416 - -
-1 998 -338 - -
Company Parent
EUR 1000 2022 2021 2022 2021
As at 1 January -338 -1 469 -448 -448
Deferred tax assets acquired upon merger - - - -
Deferred tax liability on temporary differences -1 660 1 131 - -
As at 31 December -1 998 -338 -448 -448
Company Parent
EUR 1000 2022 2021 2022 2021
Net operating loss carryforwards from US operations 9 813 11 845 - -
Net valuation allowance on US net operating losses 9 693 2 032 - -
TOTAL 120 9 813 - -
Deferred taxes are calculated based on temporary differences under the liability method using the principal tax rate within the relevant
jurisdiction. The year-end balance comprises:
As at December 2022, the Company also had unrecognised unutilised tax credits amounting to EUR 17,097k (2021: EUR 17,097k)
arising from unabsorbed tax losses and capital allowances, and net deductible temporary differences arising from intangible assets
and property, plant and equipment amounting to nil (2021: EUR 1,226k). These give rise to a net deferred tax asset for the Company
amounting to nil (2021: EUR 1,904k), which is not recognised in these financial statements.
As at 31 December 2022 the Company had approximately EUR 38,551k (2021: 42,302k) of net operating loss carryforwards from its US
operations adjusted for exchange fluctuations.
For the years ended December 31 2022 and 2021, the Company incurred taxable losses in the U.S. and as such had no related U.S.
Federal or State income tax expense. In assessing the realizability of the deferred tax assets related to net operating losses from its
US operations, management considered whether it is probable that some portion or all of the deferred tax assets will not be realized.
The realization of deferred tax assets depends on the Company's ability to generate taxable income in the future. The Company has
determined that it is uncertain to what extent it will realize the benefit of its deferred tax assets and as such has recorded an allowance
against 100% of its deferred balance.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
87
Consolidated Financial Statements
Annual Report 2022
21. Equity
Oslo Bors Registration
The Company’s shares are traded on the Oslo Stock Exchange
(“Oslo Bors”) with the “GIG” ticker symbol and on Nasdaq Stockholm
(“Nasdaq”) with the “GIGSEK” ticker symbol.
Authorized Shares
The Annual Meeting of Shareholders in May 2021 resolved to increase
the number of authorised shares which the Company is authorized
to issue from 100,000,000 to 110,000,000. A Special Meeting of
Shareholders in January 2022 approved to further increase the
number of authorized shares from 110,000,000 to 150,000,000 to allow
for the share issues in relation to the acquisition of Sportnco.
Share issues
In May 2021, 6,600,000 shares were issued for the conversion of
a convertible loan. 96,675,626 shares (par value USD 1.00) were
outstanding as at 31 December 2021, where of the Company owned no
treasury shares.
On 1 April 2022, the acquisition of Sportnco Gaming SAS was
completed. 26,110,900 new shares were issued, whereof 12,623,400
to the shareholders of Sportnco at a share price of NOK 18.08 (total
EUR 23.5 million), and 13,487,500 to SkyCity Entertainment Company
Limited at a share price of NOK 18.00 (total EUR 25.0 million).
122,786,526 shares (par value USD 1.00) were outstanding as of 31
December 2022, whereof the Company owned no treasury shares.
Share Based Payment Option Plans
The Company has over time had various share-based payment plans
where the exercise and vesting terms are established by the Board at
the time of grant.
In February 2016, 150,000 options were granted to a key employee at
an exercise price of NOK 24.00 per share. The options vested in three
equal tranches in February 2018, February 2019 and February 2020,
and expires in March 2023. Any shares received upon exercise of the
options shall be subject to a one year lock-up from exercise. There
were no options outstanding from this grant as at 31 December 2022
(50,000 as at 31 December 2021).
In May 2016, a total of 222,000 options were granted to key employee s
at an exercise price of NOK 40.00 per share. Of the options granted,
72,000 vested in three equal tranches in May 2018, May 2019 and
May 2020, and expires in May 2023. The remaining 150,000 options
vests in three equal tranches in September 2018, September 2019
and September 2020, and expires in September 2023. All options
are conditional upon employment at the time of exercise. There were
36,000 options outstanding from this grant as at 31 December 2021
(36,000 as at 31 December 2020).
In February 2017, 1,027,500 options were granted to key employees
at an exercise price of NOK 40.00 per share. The options vested in
three tranches: 20% in January 2018, 30% in January 2019 and 50% in
January 2020, and expired in December 2022. There were no options
outstanding from this grant as at 31 December 2022 (55,000 as at 31
December 2021).
In March 2018, 210,000 options were granted to key employees at
an exercise price of NOK 75.00 per share. The options vests in three
tranches: 20% in April 2019, 30% in April 2020 and 50% in April 2021,
and expires in March 2024. There were no options outstanding from
this grant as at 31 December 2022 (30,000 as at 31 December 2021.
In April 2019, 500,000 options were granted to key employees at an
exercise price of NOK 30.00 per share. The options vests in three
tranches: 20% in April 2020, 30% in April 2021 and 50% in April 2022.
There was 170,000 options outstanding from this grant as at 31
December 2022 (170,000 as at 31 December 2021). All options are
conditional upon employment at the time of exercise.
In May 2019, the Annual Meeting of Shareholders approved the 2019
Share Option Plan for managers and key employees, where the Board
are authorised for a period of three years to issue options up to a
total of 5% of the issued Common Shares of the Company from time
to time. The exercise price shall be minimum 20% above the average
share price in the 10 working days prior to the grant. The options will
have a three year vesting period from grant and will vest with 20%
after one year, 30% after two years and 50% after three years. The
options will expire six (6) years after grant and exercise is contingent
on employment at time of exercise.
In January 2021, 1,500,000 options were granted to key employees
at an exercise price of NOK 15.00 per share. The options vests in
three tranches: 20% in January 2022, 30% in January 2023 and
50% in January 2024, and expires in December 2026. There was
1,024,600 options outstanding from this grant as at 31 December 2022
(1,229,000 as at 31 December 2021). All options are conditional upon
employment at the time of exercise.
In January 2022, 1,700,000 options were granted to key employees
at an exercise price of NOK 22.00 per share. The options vests in
three tranches: 20% in January 2023, 30% in January 2024 and 50%
in January 2025, and expires in December 2027. There was 1,574,000
options outstanding from this grant as at 31 December 2022. All
options are conditional upon employment at the time of exercise.
Exercise
Prices NOK
Outstanding
and Exercisable
at 31 Dec 2022
Weighted
Average
Contractual
Life in Years
Weighted
Average
Exercise Price
NOK
40.00 36 000 0.41 40.00
30.00 170 000 2.25 30.00
15.00 1 024 600 4.00 15.00
22.00 1 574 000 5.00 22.00
TOTAL 2 804 600 4.41 20.1 6
88
Consolidated Financial Statements
Annual Report 2022
The fair value of stock options granted is determined using the Black-
Scholes option-pricing model. The significant inputs into the model
were weighted average share price of EUR 1.47 (2021: EUR 1.47) at
the grant date, exercise price shown above, volatility of 53% (2021:
53%), dividend yield of nil (2021: nil), an expected option life of 3
years (2021: 3), exercisable until end of 2026 with an annual risk-
free interest rate of 0.3% (2021: 0.3%). The volatility measured at
the standard deviation of continuously compounded share returns is
based on statistical analysis of daily share prices over the last 3 years.
Share-based payments relating to Sportnco
As disclosed in Note 7, as an incentive to retain key talent in Sportnco,
a 30-month option program has been entered into, whereby the option
holders, contingent on continued employment, will receive shares
in the Company at a VWAP of EUR 2.11 per share up to a maximum
total aggregate value of EUR 4.0 million. The Company recognises an
equity-settled share-based payment expense in its post-combination
profit or loss over the vesting period, against an increase in equity.
Top 20 shareholders at 31 December 2022
Name Shares Percentage
SkyCity Entertainment Group Limited 13 487 500 10.98 %
Optimus Invest Limited 7 603 559 6.19 %
Myrlid AS 7 115 491 5.80 %
Nordea Livsförsäkring Sverige AB 4 752 205 3.87 %
True Value Limited 4 217 631 3.43 %
LGT Bank, nom. 4 091 800 3.33 %
Symmetry Invest A/S 4 000 000 3.26 %
Betplay Capital sp 3 988 412 3.25 %
Riskornet AB 2 634 579 2.15 %
G.F. Invest AS 2 500 000 2.04 %
Stenshagen Invest AS 2 478 585 2.02 %
Hans Mikael Hansen 2 435 709 1.98 %
MJ Investments sp 2 322 256 1.89 %
Avanza Pension 2 122 656 1.73 %
Kvasshøgdi AS 2 009 437 1.64 %
Hervé Schlosser 1 969 393 1.60 %
Ben Clemes 1 707 146 1.39 %
Saxo Bank A/S nom. 1 630 770 1.33 %
Nordnet Bank AB, nom. 1 379 264 1.12 %
Mikael Riese Harstad 1 342 136 1.09 %
Total shares owned by the 20 largest 73 788 529 60.09 %
Other 48 997 997 39.91 %
Total Shares Issued 122 786 526 100.00 %
22. Revenues
The Company’s revenue comprises the following:
Company - EUR 1000 2022 2021
Affiliate marketing services 61 738 44 970
Platform services 45 284 37 60 4
107 022 82 57 4
23. Cost of sales
Cost of services provided refers to expenditures within the gaming
operations for gaming taxes, licensing fees to games providers, costs
for payment services via bank and credit cards for deposited bets and
payment of winning and costs for fraud. Cost of sales includes:
Company - EUR 1000 2022 2021
Odds setting fees 688 -
Fraud costs - 30
Platform and service provider fees 4 674 4 534
Software development services - -
5 362 4 564
24. Other operating expenses
Other operating expenses include:
Company Parent
EUR 1000 2022 2021 2022 2021
Combined
Gaming taxes 194 201 - -
Consultancy fees 8 032 5 184 61 138
Other operating expenses 2 922 6 812 837 636
11 203 12 197 898 774
Included on the face of the Income Statement are marketing costs
amounting to EUR 31,237k (2021: EUR 23,005k), out of which EUR
12,452k (2021: EUR 11,656k) relate to SkyCity which is accounted for
on a gross basis.
Fees charged by the Company's auditors for services rendered during
the financial period ended 31 December 2022 and 2021 are shown
below:
Company Parent
EUR 1000 2022 2021 2022 2021
Annual statutory audit 410 236 20 20
Tax advisory and compliance
services
63 97 3 3
Other non-audit services 41 162 - -
TOTAL 514 495 23 23
Exercise
Prices NOK
Outstanding
and Exercisable
at 31 Dec 2021
Weighted
Average
Contractual
Life in Years
Weighted
Average
Exercise Price
NOK
24.00 50 000 1.16 24.00
40.00 36 000 1.41 40.00
40.00 55 000 1.00 40.00
75.00 30 000 2.17 75.00
30.00 320 000 3.25 30.00
15.00 1 229 000 5.00 15.00
TOTAL 1 720 000 4.31 20.42
89
Consolidated Financial Statements
Annual Report 2022
25. Tax expense
Company Parent
EUR 1000 2022 2021 2022 2021
Current tax (income)/expense - current year -924 612 - -
Deferred tax (credit)/expense (Note 20) - current year -1 133 -1 131 - -
-2 057 -519 - -
The tax on the profit/(loss) before tax differs from the theoretical amount that would arise using the basic tax rate applicable as follows:
Company Parent
EUR 1000 2022 2021 2022 2021
Profit/(loss) before tax 5 161 -581 -1 220 -1 729
Tax calculated at domestic tax rates to (losses)/profits in the respective
countries applicable
671 -507 -440 -624
Tax effect of:
Income subject to tax 319 - - -
Disallowed expenses 833 1 119 1 660 2 431
Movements in unrecognised deferred tax assets 42 -1 131 - -
Other differences 192 - - -
Tax expense 2 057 -519 - -
26. Employee benefit expense
Company Parent
EUR 1000 2022
2021
2022
2021
Gross wages and salaries 35 911 27 391 366 390
Employee costs capitalized as part of software development -14 098 -7 995 - -
Net wages and salaries, including other benefits 21 813 19 396 366 390
Taxes and costs 3 148 2 020 - -
Share options (forfeited)/granted to employees 1 717 642 - -
26 678 22 059 366 390
Company
The Company employed, on average: 2022 2021
Managerial 9 9
Administrative 531 455
540 464
27. Other income (expense) net
Company Parent
EUR 1000 2022 2021 2022 2021
Finance expense - net -3 034 -6 272 44 -56 5
Other income (expense) - - - -
-3 034 -6 272 44 -565
90
Consolidated Financial Statements
Annual Report 2022
28. Litigation
The Company has ongoing cases in Germany and Austria related to
its discontinued business-to-consumer business, related to claims by
former players for a return of their lost deposits during the period prio r
to Interstate Treaty 2021 coming into force. Also, from time to time,
the Company is involved in litigation brought by previous employees or
other persons. The Company and its legal counsel believe that these
claims are without merit.
29. Wages paid to the Company’s board of
directors and management
Establishment of Salaries to Board of Directors and Management
The Company's policy is that the remuneration of the executive
management is based on a salary which reflects the tasks and
2022 Position Board fees Salary Other Option Expense Total
Petter Nylander Chairman 76.5 - - - 76.5
Nicolas Adlercreutz Board member 46.0 - - - 46.0
Kjetil Garstad Board member 41.0 - - - 41.0
Kathryn Moore Baker Board member 3 7.6 - - - 37.6
Michael Ahearne Board member from April 27.0 - - - 27.0
Hezam Yazdi Board member from May 22.6 - - - 22.6
Mikael Riese Harstad Board member from May 22.1 - - - 22.1
Helge Nielsen Board member until May 13.8 - - - 13.8
Henrik Persson Ekdahl Board member until May 13.7 - - - 13.7
Richard Brown CEO - 300.0 192.0 15.3 507.3
Other members of
executive management
- 1 749.7 364.8 105.4 2 219.9
306.1 2 049.7 556.8 120.7 3 033.3
2021 Position Board fees Salary Other Option Expense Total
Petter Nylander Chairman 84.8 - - - 84.8
Helge Nielsen Board member 37.5 - - - 37.5
Henrik Persson Ekdahl Board member 40.0 - - - 40.0
Nicolas Adlercreutz Board member 47.5 - - - 47.5
Kjetil Garstad Board member 42.5 - - - 42.5
Kathryn Moore Baker Board member from May 22.8 - - - 22.8
Richard Brown CEO - 300.0 192.0 9.0 501.0
Other members of
executive management
- 1 360.0 468.0 68.0 1 896.0
275.2 1 660.0 660.0 77.0 2 946.0
responsibility of their employment and the value added to the
Company. This remuneration is established on an individual basis.
The fixed salary is based on the following factors:
• Experience and competence of the executive person
• Responsibility
• Competition from the market
In addition, the Company has granted stock options to part of its
executive management and other key employees in recognition
of services rendered (Note 21). Fees below were expenses of the
periods covered by these statements.
The table below summarises payments made to key management
personnel in 2022 and 2021 (EUR 1000’s):
91
Consolidated Financial Statements
Annual Report 2022
30. Related party transactions
There were no material related party transactions in 2022 .
31. Events after reporting period
In January 2023, as part of the financing of the initial consideration of
the AskGamblers transaction, the Board of Directors of the Company
approved a EUR 10.2 million equity raise from a group of investors to
finance the equity part of the acquisition. Pursuant to agreed terms,
the share price was set at NOK 25.61, which represented a discount of
2.6% from the volume-weighted average share price for the GiG share
so far in 2023. On 30 January 2023, the Company issued 4,267,112
new shares of its common stock to the above-mentioned group of
investors.
Also in January 2023, the Company entered into a NOK 20 million
(EUR 1.9 million) credit facility with a shareholder based on market
terms. The facility is subject to a commitment fee of 3% per annum on
any undrawn amounts and an interest rate of 12% per annum on the
amount drawn and matures on 30 September 2023. NOK 11.0 million
was drawn under the facility in January 2023 and a further NOK 9.0
million in April 2023.
In February 2023, the Board of the Company decided to initiate a
strategic review with the intention to split the Company into two
separate companies, by distributing one of the business segments,
GiG Media or Platform & Sportsbook, to GiG’s shareholders. The
purpose of the split is to sharpen the focus for each business segment ,
optimise growth opportunities and ensure each business can benefit
from the strategic and financial flexibility of their distinctive business
models. The split will form two industry leading businesses with the
potential to grow much faster than in the current corporate structure.
The strategic review will continue throughout 2023 and will initially
focus on outlining the strategic and operational objectives that need
to be achieved in order to execute the split. Final execution will be
subject to all necessary corporate actions, including shareholder
approvals.
Any other subsequent events were already addressed in other
sections within this report.
32. Significant risks and uncertainties
For internet-based betting operations, there is uncertainty as to which
country’s law ought to be applied, as the internet operations can be
linked to several jurisdictions and there are legal doubts on whether
the availability of a site within foreign markets constitutes a solicitation
to persons residing within that market. Legislation concerning
online gaming is under review in certain jurisdictions, and in some
circumstances, previous opportunities to offer gaming products to
certain customers based in some markets on principles of freedom to
provide services, may be impacted by legal restrictions being imposed.
In other cases, previously unregulated jurisdictions pass legislation
regulating the market creating new opportunities to offer products and
services to those markets with legal certainty.
Following the divestment of its B2C segment, together with the
de-risking strategy to discontinue the white label model carried out
during 2020, GiG is less directly exposed to legal and compliance risks
associated with gaming operations. This strategic decision resulted
in a reduction from 15 brands operating on white-label agreements
to only remaining at the end of 2022 (SkyCity). The majority of white
labels were terminated and/or migrated to other white-label platforms
although the larger white-labels converted to a SaaS agreement with
GiG. As part of the strategy to terminate white-label agreements, GiG
rescinded its Swedish and UK B2C licenses in October 2020, thereby
materially reducing compliance risks, in particular AML risks inherent in
transacting player funds. As at the year end, GiG has one B2C license
with the Malta Gaming Authority, together with various B2B licenses in
various regulated markets.
The Group will continue to primarily operate in the online gambling
industry. The laws and regulations surrounding the online gambling
industry are complex, constantly evolving and in some cases also
subject to uncertainty. In certain countries online gambling is
prohibited and/or restricted. If enforcement or other regulatory
actions are brought against any of the online gambling operators
that are also the Group’s customers, the Group’s revenue streams
from such customers may be adversely affected. The Group aims to
mitigate this risk through a fixed pricing model that is being adopted
for platform services where possible.
This evolving environment makes compliance an increasingly complex
area with the risk of non-compliance with territory specific regulations,
including responsible gaming and anti-money laundering obligations.
These uncertainties represent a risk for the Group’s ability to develop
and grow the business, as changes in legislation or enforcement
practices could force the Group to exit markets, or even result in
financial sanctions, litigation, license withdrawal or unexpected tax
exposures, which have not duly been provided for in the financial
statements. These risks continue to stem from past exposures on B2C
and white labels, for as long as related warranties may continue to
apply, and until the B2C MGA license is relinquished. During November
2020, one of the Group’s subsidiaries was subject to a review by the
FIAU in relation to controls on money laundering and counter terrorism.
The outcome of this review is not yet finalised and based on the
information available as at the date of reporting, Management does
not anticipate that there will be any material financial consequence
emerging from such review.
It is the Group’s view that the responsibility for compliance with laws
and regulations rests with the customers for both the Media and
Platform business activities. Although gaming laws and regulations
of many jurisdictions do not specifically apply to the supply of B2B
services, certain countries have sought to regulate or prohibit the
supply of such services. The Group may therefore be subject to such
laws, directly or indirectly. The Group mitigates this risk through
monitoring of legal developments, contractual arrangements, and
by seeking external advice to assist with the assessment of risk
exposures as appropriate.
 
In addition to the above, the Group faces the risk that customers
are not able to pay for the services rendered when these fall due.
Specifically, for Media services, the Group faces operational risks
arising from Google’s changes of its algorithm that could temporarily
impact rankings, and hence also impact revenues.
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33. Statutory information
The Company, Gaming Innovation Group Inc. is a Corporation
registered in the state of Delaware, United States of America.
34. Alternative performance measures
Certain financial measures and ratios related thereto in this interim
report are not specifically defined under IFRS or any other generally
accepted accounting principles. These measures are presented in this
report because they are the measures used by management and they
are frequently used by other interested parties for valuation purposes.
In addition, the Company provides information on certain costs in
the income statement, as these are deemed to be significant from an
industry perspective.
Deposits: Money deposited in the customer accounts
EBIT: Operating profit
EBIT margin: EBIT in percent of normalised revenues
EBITDA: Operating profit less depreciation, amortization and
impairments
Adjusted EBITDA: EBITDA less option expenses
EBITDA margin: EBITDA in percent of normalised revenues
First Time Depositor (FTD): A first time depositor is a person who
places wagers or deposits an amount of money for the very first time
Gaming tax: Taxes paid on revenues in regulated markets
Gross Gaming Revenue (GGR): Total cash deposits less all wins
payable to customers
Gross profit: Operating revenue less cost of sales
Gross margin: Gross profit in percent of revenues
Interest bearing debt: Other long-term debt and short-term
borrowings
Net Gaming Revenue (NGR): Total cash deposits less all wins payable
to customers after bonus costs and external jackpot contributions
Organic growth: Growth excluding acquisitions
Normalised revenues: Reported revenues include revenues from a
platform client where GiG recognizes the full operations in the profit
and loss statements and these revenues are partly offset by related
cost of sales and site overhead expenses. By assuming standard
white-label accounting principles, normalised revenues, cost of sales
and marketing cost will, in the opinion of management, give a more
comparable view on the Company’s operational performance. The
differences are shown in the table below.
Reported numbers Normalised numbers
EUR 1000 2022 2021 2022 2021
Revenues 107 022 82 574 90 066 66 343
Cost of Sales 5 362 4 564 858 868
Gross profit 101 660 78 010 89 208 65 475
Personnel expenses 26 678 22 059 26 678 22 059
Depreciation & amortization 21 498 14 593 21 498 14 593
Marketing expenses 31 237 23 005 18 784 11 208
Other operating expenses 11 203 12 197 11 203 12 197
Total operating expenses 90 857 71 854 78 404 60 057
Operating income (loss) 10 804 6 156 10 804 6 156
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Consolidated Financial Statements
Annual Report 2022
AUDITOR'S
REPORT
06
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Auditor's Report
Annual Report 2022
Independant Auditor's
Report
To the Shareholders of Gaming Innovation Group, Inc.
Report on the Audit of the Financial Statements
Opinion
We have audited the consolidated financial statements of Gaming Innovation
Group, Inc. and its subsidiaries (the Group), and the financial statements of the
Parent, each of which comprise the applicable statements of financial position
as of 31 December 2022, and the statements of comprehensive income (loss),
statements of changes in equity and statements of cash flows for the year
then ended, and the notes to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying Group consolidated financial statements present
fairly, in all material respects, the consolidated financial position of the Group as of
31 December 2022, and its consolidated financial performance and consolidated
cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the EU.
In our opinion, the accompanying Parent financial statements give a true and
fair view of the financial position of the Parent as of 31 December 2022, and its
financial performance and cash flows for the year then ended in accordance with
the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway and Sweden Accounting Act and accounting standards and
practices generally accepted in Sweden.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report below. We are independent of the Group and the Parent in
accordance with the International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (IESBA Code) together with the ethical
requirements that are relevant to our audit of the financial statements and we have
fulfilled our other ethical responsibilities in accordance with these requirements and
the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements of the current period.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below,
our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report, including in relation to these matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for
our audit opinion on the financial statements.
Impairment assessment of goodwill and other
intangible assets
As described in the accounting policies note 2 and note 10 to
the financial statements, the Group tests whether goodwill
and other intangible assets are impaired on an annual basis.
For the purpose of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable
cash flows, referred to as a cash generating unit (“CGU”).
the Group operates three CGUs comprising the performance
marketing (Media) segment and the platform services
segment and its newly acquired Company Sportnco.
As described in Note 10, the impairment assessment for
goodwill and other intangible assets for the above-mentioned
CGUs relied on value-in-use calculations. The cash flow
projections were based on the Group’s approved budget for
2023, projection of free cash flows for the period 2024 – 2026,
as well as an estimate of the residual value. As of December
31, 2022 Goodwill and trademarks with a carrying amount of
€ 76m have an indefinite useful life. The carrying amount of all
intangibles assets as at 31 December 2022 was €136m.
The underlying forecast cash flows, and the supporting
assumptions, reflect significant judgements as these are
affected by future market or economic conditions, changes
to laws and regulations as well as management’s success
in achieving growth targets. The estimation of future cash
flows and the level to which they are discounted is inherently
uncertain and requires judgement.
Judgement is also applied in the assessment of useful lives of
intangible assets that are amortized over a defined period.
The extent of judgment, and the size of goodwill (including that
of the new acquired Sportnco) and intangible assets resulted in
this matter being identified as an area of audit focus.
As part of our work on the impairment assessment of goodwill
and other intangible assets, we evaluated the appropriateness
of the methodology used, and the assumptions underlying
the discounted cash flow model prepared by management, by
involving our valuation experts. The calculations underlying
the impairment model were reviewed in order to check the
model’s accuracy.
For the performance marketing CGU, we carried out
sensitivity analysis to assess whether or not a reasonable
possible change in key assumptions could result in
impairment and concur with management’s view that this
component is less sensitive due to the level of headroom
between the reported intangible assets and the respective
value-in-use. On the other hand, the recoverable amount of
the platform services and Sportnco CGU is very susceptible
to the Group achieving the projections as included in the
value-in-use calculation.
As part of our work, we assessed the accuracy of
management’s historic forecasting ability when considering
assumptions used within the value in use model. In particular,
we assessed each CGU’s historical performance including
actual results for 2022.
As part of our work, we assessed the appropriateness of
disclosures made in relation to the impairment assessment of
the intangible assets.
Based on the work performed, we found the assessment
of the recoverable amount of goodwill and other intangible
assets and the related disclosures, to be consistent with the
explanations and evidence obtained.
Acquisition accounting in relation to SportNCo.
Refer to Note 2 -Use of estimates, judgements and
assumptions and Note 7 -Business combinations
On April 1, 2022, The Company completed the acquisition
of 100% of the shares of Sportnco Gaming SAS and its
subsidiaries (“Sportnco”) for an initial consideration of
€ 55.4m an a contingent consideration of € 18.5m. The
transaction attributed a total value the acquired shares of
approximately € 73.9m (equity value).
Accounting for the acquisition required a fair value exercise
to assess the assets and liabilities acquired including
valuing any separately identifiable intangible assets and the
resulting goodwill.
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Auditor's Report
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Management identified € 14m of identifiable intangible assets
in respect of contracts.
The residual goodwill arising from this acquisition amounted
to € 59m.
As part of our work, we performed procedures on the Group’s
purchase price allocation as follows:
We audited the Group’s valuation of assets and liabilities
acquired and the methods used for these valuations;
We assessed management’s judgements and estimate made
in preparing these valuations, including the key assumptions
applied such as the growth rate and discount rate, and the
useful economic lives assigned to the intangible assets.
We also assessed whether the accounting principles and
disclosures in the Annual Report are in accordance with
IFRSs.
From the procedures performed set out above, we did not
find any significant differences in the identified intangible
assets and the arising values recognized in the financial
statements.
As a result of our work, we determined that the acquisition
of Sportnco has been appropriately accounted for and
disclosed.
We have no key audit matters to report with respect to our
audit of the parent company financial statements.
Other Information
Other information consists of the information included in
the Company’s annual report other than the consolidated
financial statements and our auditor’s report thereon. The
Board of Directors and Chief Executive Officer (management)
are responsible for the other information. Our opinion on the
consolidated financial statements does not cover the Board of
Directors Report nor the other information accompanying the
consolidated financial statements and we do not express any
form of assurance or conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the consolidated financial statements or
our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement
of the Board of Directors Report and the other information we
are required to report that fact. We have nothing to report in
this regard.
Responsibilities of Management for the Financial
Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements
in accordance with IFRS, and for such internal control
as management determines is necessary to enable the
preparation of consolidated financial statements that are free
form material misstatement, whether due to fraud or error. In
preparing the consolidated financial statements, management
is responsible for assessing the Group and Parent’s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless management either intends to
liquidate the Group and Parent or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group and Parent’s internal control.
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Auditor's Report
Annual Report 2022
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Group and Parent’s
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
disclosures in the consolidated financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group and
Parent to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for
the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the consolidated financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
Opinion on the Board of Directors Report,
Corporate Governance Report and Sustainability
Report
Based on our audit of the consolidated financial statements
as described above, it is our opinion that the information
presented in the Board of Directors Report, Corporate
Governance Report and Sustainability Report concerning
the financial statements and the going concern assumption
is consistent with the consolidated financial statements and
complies with the applicable laws and regulations.
Report on Other Legal and Regulatory
Requirements
The Annual Report and Consolidated Financial statements
contains other areas required by legislation or regulation on
which we are required to report. The Board of Directors are
responsible for these other areas.
Report on compliance with Regulation on
European Single Electronic Format (ESEF)
Opinion
As part of the audit of the Financial Statements of Gaming
Innovation Group Inc. we have performed an assurance
engagement to obtain reasonable assurance about whether
the financial statements included in the annual report, with
the file name gaminginnovationgroupinc-2021-12-31-en.zip
have been prepared, in all material respects, in compliance
with the requirements of the Commission Delegated
Regulation (EU) 2019/815 of the European Single Electronic
Format (ESEF Regulation) and regulation pursuant to Section
5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report
in XHTML format and iXBRL tagging of the consolidated
financial statements.
In our opinion, the financial statements included in the
annual report, have been prepared, in all material respects, in
compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the
annual report in compliance with the ESEF Regulation. This
responsibility comprises an adequate process and such
internal control as management determines is necessary.
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Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is
to express an opinion on whether, in all material respects,
the financial statements included in the annual report have
been prepared in accordance with the ESEF Regulation. We
conduct our work in accordance with International Standards
for Assurance Engagements (ISAE) 3000 – “Assurance
engagements other than audits or reviews of historical
financial information”. The standard requires us to plan and
perform procedures to obtain reasonable assurance about
whether the financial statements included in the annual report
have been prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an
understanding of the Company’s processes for preparing the
financial statements in accordance with the ESEF Regulation.
We test whether the financial statements are presented in
XHTML- format. We evaluate the completeness and accuracy
of the iXBRL tagging of the consolidated financial statements
and assess management’s use of judgement. Our procedures
include reconciliation of the iXBRL tagged data with the
audited financial statements in human-readable format. We
believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Woodbury, New York, 21 April 2023
REID CPAs LLP
Malta (Headquarters)
@GiG Beach
Golden Mile Business Centre
Triq Id-Dragunara
St Julian’s STJ 3148
France
425 Rue Jean Rostand,
31670 Labège, Occitanie
Denmark
Nannasgade 28
2200 Copenhagen N
Spain
Avenida Ricardo Soriano 21
Marbella
Malaga 29601
United States
8100 Crossways Park West
Woodbury, New York 11797
Norway
Fridjtof Nansens Plass 6
0160 Oslo