GRANDSTAND Ltd 6-K, filed Dec 14, 2021
GRANDSTAND Ltd (GRSD)
About this 6-K
GRANDSTAND Ltd filed this 6-K on December 14, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
(Commission File No. 001-40634)
Gambling.com Group Limited
(Translation of registrant’s name into English)
22 Grenville Street
St. Helier, Channel Island of Jersey
JE4 8PX
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ |
No ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ |
No ☒ |
INCORPORATION BY REFERENCE
This Report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statement Form S-8 (File No. 333-258412) of Gambling.com Group Limited (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Entry into a Material Definitive Agreement
On December 13, 2021, Gambling.com Group Limited, a public limited company organized under the laws of the Channel Island of Jersey (the “Company” or "Gambling.com Group"), and GDC America, Inc., a Florida corporation and a subsidiary of the Company (“GDC America”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among Peter Schoenke, Herbert Ilk, Jeffrey Erickson, Timothy Schuler, and Christopher Liss (each, a “Seller” and, collectively, the “Sellers”). The Sellers are the sole shareholders of Roto Sports, Inc. (“Roto Sports”), a California corporation, owner and operator of rotowire.com, a provider of expert fantasy sports news and advice.
The Purchase Agreement provides that, subject to the terms and conditions set forth therein, GDC America will acquire from the Sellers all of the issued and outstanding shares of capital stock of Roto Sports (the "Transaction"). The aggregate purchase price for the Transaction is US$27.5 million (subject to adjustments for (i) the working capital, cash, and indebtedness of Roto Sports at closing), and (ii) any transaction expenses of Roto Sports or the Sellers (to the extent unpaid at closing) payable in three tranches of cash and, at the Company's election, unregistered ordinary shares of the Company ("Parent Shares"). The aggregate cash portion of the purchase price will be paid with cash on hand. A portion of the purchase price will be paid on the first and second anniversaries of the closing of the Transaction, subject to a Seller not being a "bad actor" (as such term is defined in the Purchase Agreement) at the point in time when such a payment is due.
The closing is subject to customary closing conditions. The Transaction is expected to close in January 2022.
The Purchase Agreement contains representations, warranties, covenants, and indemnities of each party customary for a transaction of this nature. Between the date of the Purchase Agreement and the Closing Date, the Sellers have generally agreed to operate Roto Sports in the ordinary course of business, subject to certain matters which require the prior consent of GDC America.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year ending December 31, 2021 (the "Form 20-F").The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement will be filed with the Form 20-F only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.
On December 13, 2021, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Gambling.com Group furnishes an investor presentation under the cover of Form 6-K as Exhibit 99.2 (the “Investor Presentation”), which is incorporated by reference herein. The Investor Presentation is to be used in connection with investor meetings. The information contained in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
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Cautionary Note Concerning Forward-Looking Statements
This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this Form 6-K, including statements relating to the closing of the Transaction, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks include our ability to manage expansion into the U.S. markets and other markets; compete in our industry; our expectations regarding our financial performance, including our revenue, costs, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow; the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; mitigate and address unanticipated performance problems on our websites, or platforms; attract, retain, and maintain good relations with our customers; anticipate market needs or develop new or enhanced offerings and services to meet those needs; stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the U.S. and internationally and our expectations regarding various laws and restrictions that relate to our business; anticipate the effects of existing and developing laws and regulations, including with respect to taxation, and privacy and data protection that relate to our business; obtain and maintain licenses or approvals with gambling authorities in the U.S.; effectively manage our growth and maintain our corporate culture; identify, recruit, and retain skilled personnel, including key members of senior management; our ability to successfully identify, manage, consummate and integrate any existing and potential acquisitions; our ability to maintain, protect, and enhance our intellectual property; our intended use of the net proceeds from this offering; our ability to manage the increased expenses associated and compliance demands with being a public company; our ability to maintain our foreign private issuer status; and other important risk factors discussed under the caption “Risk Factors” in Gambling.com Group's prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021, and Gambling.com Group's other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
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EXHIBIT INDEX
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Exhibit
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Description
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99.1 |
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99.2 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Gambling.com Group Limited |
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(Registrant) |
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By: |
/s/ Elias Mark
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Name: |
Elias Mark |
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Title: |
Chief Financial Officer |
Date: December 14, 2021
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Exhibit 99.1
Gambling.com Group Agrees to Acquire RotoWire to Accelerate U.S. Expansion
Acquisition of a leading, nationally syndicated sports news & information service expected to accelerate U.S. online sports betting market penetration and U.S. growth.
Charlotte, NC – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Group”), a leading provider of player acquisition services for the regulated global online gambling industry, today announced that it has entered into a definitive agreement to acquire Roto Sports, Inc. (“Roto Sports”), operator of RotoWire.com (“RotoWire”), a popular provider of expert fantasy sports news and advice. The transaction is expected to close in early January 2022 and is subject to customary closing conditions.
The acquisition of RotoWire will immediately expand Gambling.com Group’s U.S. presence and is expected to create immediate accretion to fiscal 2022 earnings. The Group will leverage RotoWire’s existing audience, content library, talented workforce, media partnerships and trust with U.S. sports fans to further accelerate the Group’s already fast-growing business in the U.S. online sports betting market. Gambling.com Group believes that RotoWire’s popular digital assets – when combined with the Group’s digital expertise and technology platform – will drive substantial, incremental affiliate revenue in the rapidly expanding sports betting environment.
Transaction Highlights:
“Over the past 25 years, Peter and the RotoWire team have produced some of the best fantasy sports content in America and have in turn embedded their business into the heart of the American sports experience,” said Charles Gillespie, Chief Executive Officer of Gambling.com Group. “Commercially, the RotoWire business has three different revenue streams, each generating over $1 million per year, which give it significant reach into sports media organizations as well as with advertisers and individual sports fans. These deep and long-lasting customer relationships are an ideal platform from which to capitalize on the new era of American sports – the betting and gaming era.”
Peter Schoenke, President of RotoWire and past-Chairman of the Fantasy Sports & Gaming Association, added “The United States is entering a whole new world of sports fandom and combining forces with Gambling.com Group will accelerate RotoWire’s growth. Gambling.com Group’s resources and experience will help RotoWire rapidly advance its sports betting offerings to take full advantage of this new era.”
Transaction Terms
The aggregate purchase price is $27.5 million. The Group will pay $20.0 million at closing, consisting of $15.0 million in cash and $5.0 million in newly issued, unregistered ordinary shares, valued on a volume weighted average price over the preceding 10 trading days. The Group will pay $2.5 million and $5.0 million on the first and second anniversaries of the closing, respectively, neither of which are dependent on the financial performance of RotoWire. The Group has the ability to elect to pay up to 50% of each of the deferred amounts in unregistered ordinary shares.
“We will commence work on expanding sports betting content and tools across RotoWire’s digital assets straight after closing,” said Gillespie. “We believe that the combination of these two complementary businesses creates immediate accretion to our fiscal 2022 earnings and establishes a foundation for a leadership position in U.S. sports betting which will drive near-term, and especially long-term, value creation for our shareholders.”
Conference Call Gambling.com Group management will host a conference call and webcast to discuss the transaction as well as to provide an update on other recent asset acquisitions. Date/Time: Tuesday, December 14, 2021 at 8:00 AM ET |
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For further information, please contact:
Media: Derek Brookmeyer, Gambling.com Group, media@gdcgroup.com, 616-528-0882
Investors: Ross Collins, Alpha-IR Group, investors@gdcgroup.com, 312-445-2877
About Gambling.com Group
Gambling.com Group Limited (Nasdaq: GAMB) is a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. The Group operates from offices in Ireland, the United States, and Malta. Through its proprietary technology platform, the Group publishes a portfolio of premier branded websites including Gambling.com and Bookies.com. Founded in 2006, the Group owns and operates more than 30 websites in six languages across 13 national markets covering all aspects of the online gambling industry, which includes iGaming and sports betting.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this presentation, including statements relating to Roto Sports’ 2022 revenue and whether the transaction will drive revenue in the sporting betting environment, will accelerate Rotowire’s growth, and be accretive to our 2022 earnings. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under the caption “Risk Factors” in Gambling.com Group’s prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
DECEMBER 14TH, 2021 Acquisition Expands U.S. Presence & Accelerates Fast-Growing Online Sports Betting Business Exhibit 99.2
SAFE HARBOR STATEMENT This presentation and the accompanying oral presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this presentation, including statements regarding whether the transaction is accretive to our fiscal 2022 earnings, whether the usbettingreport.com website can drive more revenue than before acquisition, our future results of operations and financial position, industry dynamics, business strategy and plans and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks include our ability to manage expansion into the U.S. markets and other markets; compete in our industry; our expectations regarding our financial performance, including our revenue, costs, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow; the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; mitigate and address unanticipated performance problems on our websites, or platforms; attract, retain, and maintain good relations with our customers; anticipate market needs or develop new or enhanced offerings and services to meet those needs; stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the U.S. and internationally and our expectations regarding various laws and restrictions that relate to our business; anticipate the effects of existing and developing laws and regulations, including with respect to taxation, and privacy and data protection that relate to our business; obtain and maintain licenses or approvals with gambling authorities in the U.S.; effectively manage our growth and maintain our corporate culture; identify, recruit, and retain skilled personnel, including key members of senior management; our ability to successfully identify, manage, consummate and integrate any existing and potential acquisitions; our ability to maintain, protect, and enhance our intellectual property; our intended use of the net proceeds from this offering; our ability to manage the increased expenses associated and compliance demands with being a public company; our ability to maintain our foreign private issuer status; and other important risk factors discussed under the caption “Risk Factors” in Gambling.com Group’s prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements included in this presentation are made only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor our advisors nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Neither we nor our advisors undertake any obligation to revise, supplement or update any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, even if new information becomes available in the future, except as may be required by law. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Non-IFRS Financial Measures Management uses several financial measures, both IFRS and non-IFRS financial measures, in analyzing and assessing the overall performance of the business and for making operational decisions. EBITDA is a non-IFRS financial measure defined as earnings excluding net finance costs, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management as a measure of comparative operating performance from period to period as they remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events. While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance. Free Cash Flow Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX. We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry. Adjusted figures represent non-IFRS information. See the tables at the end of this presentation for an explanation of the adjustments and reconciliations to the comparable numbers. Page 2
AGENDA Gambling.com Group Overview 04 What is RotoWire? 06 RotoWire’s Three Revenue Streams 07 RotoWire + Gambling.com Group 08 Revenue Stream: Advertising 09 Revenue Stream: Subscriptions 10 Revenue Stream: B2B Media Services 11 Deal Structure & Terms 13 14 Other Corporate Activity 15 Purchase of USBettingReport.com 16 Domain Portfolio Expansion 17 Q&A 18 Appendix Page 3 RotoWire Team 12
OVERVIEW GLOBAL Affiliate Marketing Powerhouse 15 Years in Business 30+ WEBSITES Focused on Sports Betting & iGaming 150+ Full-time Personnel* 14 MARKETS U.K., Ireland, the U.S., Canada and more PREMIUM Online Gambling Brands Page 4 *As of quarter ending September 30, 2021 HIGH-GROWTH AND HIGH-MARGIN Proven History of Superior, Organic Growth
200+ ONLINE gambling operators as clients Page 5
WHAT IS ROTOWIRE? THE ORIGINAL AUTHORITY IN FANTASY SPORTS Recognized by fantasy sports players all over the U.S. as a key source for player and team news as well as professional stats and tools 17 MILLION UNIQUES Unique web visitors to RotoWire.com in last 12 months 32 FULL TIME STAFF Plus 150+ external contributors 70+ MEDIA PARTNERS Syndicating content to millions more U.S. sports fans Page 6 10 MILLION SEARCH REFERRALS IN 2021 RotoWire’s expansive coverage of U.S. sports and high authority have driven 10 million referrals from search engines to RotoWire.com so far in 2021.
3 INDEPENDENT REVENUE STREAMS GENERATING MORE THAN $1 MILLION EACH B2B MEDIA SERVICES SUBSCRIPTIONS ADVERTISING Page 7 Recurring billing for premium content Display, Email & affiliate today. Greatly expanded affiliate in 2022 … Syndication of content to U.S. sports media
WHY ROTOWIRE? MAJOR DIGITAL FOOTPRINT IN U.S. RECOGNIZABLE BRAND IN U.S. AUTHORITY IN U.S. AUDIENCE IN U.S. OSB SEARCH MARKETING EXPERTISE OSB CONVERSION EXPERTISE OSB MONETIZATION EXPERTISE TRUSTED PARTNER OF U.S. OPERATORS SUBSTANTIAL, NEW ONLINE SPORTS BETTING (OSB) AFFILIATE REVENUE OPTIMIZED SUBSCRIPTION REVENUE EXPANDED MEDIA PARTNERSHIPS EXPECTED TO BE ACCRETIVE … To fiscal 2022 earnings … AND STRATEGIC Defensible, long-term value creation Page 8
REVENUE STREAM: ADVERTISING Historically driven by display with small contribution from E-mail and affiliate Approximately 2,000 NDCs in 2021. Mainly lower value, fantasy sports NDCs, highlighting untapped potential to maximize sports betting affiliate revenue. DISPLAY, EMAIL & … MUCH MORE AFFILIATE STRATEGIC OPPORTUNITY Establish a category leading American OSB affiliate business with RotoWire.com’s existing digital footprint and GAMB’s gaming & digital expertise Page 9
REVENUE STREAM: SUBSCRIPTIONS 13 different premium subscription products designed to give fantasy players an edge More than 100,000 paid subscriptions in 2021 Historical focus has been on content rather than conversion STRATEGIC OPPORTUNITY Bring in subscription best practices to increase conversion, optimize pricing and reduce churn A NEW, INDEPENDENT & PREDICTABLE SOURCE OF RECURRING REVENUE Page 10
REVENUE STREAM: B2B MEDIA SERVICES Provides a powerful distribution channel for RotoWire content to reach millions of additional sports fans Content syndication through more than 70 partnerships across the top sports media outlets in the U.S. & Canada STRONG CUSTOMER RELATIONSHIPS WITH MAJOR AMERICAN SPORTS MEDIA STRATEGIC OPPORTUNITY Leverage customer relationships to establish new, U.S. media partnerships for combined group Page 11
ROTOWIRE TEAM PETER SCHOENKE PRESIDENT SINCE INCEPTION CHIEF OPERATING OFFICER SINCE INCEPTION TIM SCHULER HERB ILK CHIEF TECHNOLOGY OFFICER SINCE 2007 Recognized leader in fantasy sports Former chairman and board member of Fantasy Sports & Gaming Association 2x Fantasy Sports Hall of Fame Member MSJ in Journalism and BA in Economics and Political Science, Northwestern University Oversees media and content, customer service experience, finance and personnel MBA, State University of New York College at Buffalo; BS in Business Administration, Canisius College Oversees technology, software architecture and development Oversees strategy for websites, apps and other tech platforms BS in Chemical Engineering, Northwestern University Page 12
DEAL STRUCTURE & TERMS TERMS $20 million payable at close $2.5 million payable after 12 months $5.0 million payable after 24 months Total consideration is $27.5 million FINANCING Funded with a combination of existing cash balances and newly issued unregistered shares SHARE CONSIDERATION $5.0 million of the closing amount will be settled in newly issued unregistered shares of GAMB. GAMB may settle up to 50% of the deferred payments in shares at GAMB’s discretion. Shares valued on a trailing 10-day VWAP prior to the date of signing for closing share consideration and prior to date of issuance for deferred consideration APPROVAL AND CLOSING The transaction has been approved by the board of GAMB as well as all shareholders of Roto Sports Inc. The transaction is expected to close in very early January 2022 and is subject to customary closing conditions. GAMB will consolidate revenue from closing. Page 13
OTHER GAMBLING.COM GROUP ACTIVITY AND UPDATES Page 14
PURCHASE OF USBettingReport.com (USBR) is a national U.S. sports betting affiliate site we acquired in November. Under-optimized from an SEO standpoint and under-monetized from a conversion rate and deal standpoint. Acquisition adds a high-quality site to our network in a very capital efficient way. Page 15 DEPLOYING THE PLAYBOOK ON USBETTINGREPORT.COM We believe the website can drive substantially more revenue than before we acquired it through continued development, search improvements, deal enhancement and conversion rate optimization – all of our specialties.
DOMAIN PORTFOLIO EXPANSION We have assembled a best-in-class domain portfolio with premium domain assets ready to go for all 50 states. All of which are .com and include bet plus the state name. Gambling.com Group sets the bar on domain quality in the online gambling industry. Page 16 BetOhio.com BetNY.com BetGeorgia.com BetCarolina.com BetCalifornia.com NewYorkBets.com BetTexas.com BetPennsylvania.com BetMassachusetts.com BetCA.com BetVirginia.com BetMichigan.com BetMaryland.com BetArizona.com BetWisconsin.com BetMissouri.com BetFL.com BetConnecticut.com and many more… U.S. BET “STATE” DOMAINS OTHER PORTFOLIO HIGHLIGHTS Scores.com
Q & A Page 17
APPENDIX Page 18
APPENDIX A GROWTH OF THE U.S. ONLINE GAMBLING MARKET Online Casino and Sports Betting Live* 5 STATES Online Sports Betting Live 13 STATES Online Sports Betting Legal But Not Yet Live 4 STATES Recent Bill Introduced But Not Yet Passed 26 STATES No Recent Bill Introduced 3 STATES GAMBLING.COM GROUP EXPECTS THE U.S. WILL ULTIMATELY BE THE WORLD’S LARGEST ONLINE GAMBLING MARKET Page 19 * Connecticut live with online casino only
APPENDIX B GROWTH OF THE U.S. ONLINE GAMBLING MARKET U.S. Online Gambling Market Size at 100% Legalization: The U.S. online gambling market is estimated to have the potential to grow to ~$69 billion if 100% of U.S. states were to legalize(1) iGaming is estimated to drive $43 billion of U.S. online gambling GGR while online sports betting is estimated to drive $26 billion (1) U.S. Online Gambling Market Size at Maturity: The U.S. online gambling market is estimated to grow to ~$30 billion by 2025 Assuming 65% of the U.S. population has access to legal OSB and 30% has access to legal iGaming, a $17 billion online sports betting market and a $13 billion iGaming market are implied U.S. Online Gambling Operator Marketing Spend: We estimate that online gambling operators will spend approximately 45% of their revenue on marketing (3) U.S. Online Gambling Affiliate Capture: We estimate that approximately 29% of operator marketing spend will be spent on affiliate channels (4) Gambling.com will compete for a potential ~$4 billion spend by B2C operators across the U.S. 44% of States Have Already Legalized Online Sports Betting or iGaming ~$69 Billion Estimated U.S. Online Gambling Market Size at 100% Legalization ~$30 Billion Estimated U.S. Online Gambling Market Size in 2025 ~$13.5 Billion Estimated U.S. Online Gambling Operator Marketing Spend ~$4 Billion Estimated U.S. Affiliate Market Size Page 20 1) If all states in the United States were to legalize online casino and online sports betting. Based on applying the estimated 2023 New Jersey iGaming gross revenue per adult and online sports betting gross revenue per adult to the size of the estimated 2030 U.S. adult population 2) Based on historical marketing spend of DraftKings, Rush Street Interactive, and Golden Nugget Online Gaming per public company filings. 3) Based on February 2019 research report by Pareto Securities