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Annual Report
Gaming Innovation Group Inc.
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annual
report
1. Strategic Report 04
• 2021Highlights page 5
• Timelineofeventspage 6
• LetterfromtheCEO page 8
• WeareGamingInnovationGroup page 10
• SustainabilityReport page 21
• TheShare page 27
2. Board of Directors’ Report 28
• BoardofDirectors’Reportpage 29
• Riskspage 40
• BoardofDirectorspage 42
• Managementpage 45
3. Corporate Governance 48
4. Auditor’s Report 55
5. Consolidated Financial Statements 60
table of
contents
2
Annual Report 2021
Dual-listed on Oslo Børs and
at Nasdaq Stockholm
Over 25 primary countries
target by Media assets
€235m (approx) Market Cap
Approximately 610
employees
Offices in Malta, Denmark,
Latvia, Spain and France
US: New Jersey, Iowa and Pennsylvania
ROW: Malta, UK, Sweden, Spain,
Romania, Croatia, Latvia, Curaçao,
Argentina, Germany, Isle of Man,
Mexico, Jamaica, Colombia, Paraguay,
Ecuador, Portugal, France, Belgium,
Greece, Ontario, Serbia
+ additional in integration pipeline
25
Regulated Markets
for Platform Services
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
Annual Report 2021
1
Strategic
Report
4
Annual Report 2021
2021 Highlights
• Full year 2021 revenues* were EUR 66.8m (52.2), an
increase of 28%, all organic growth
• EBITDA was EUR 20.7m (10.7), up 93%, EBITDA margin*
increased to 31.1% (20.6%)
• Positive EBIT of EUR 7.0m (-8.7), an improvement of EUR
15.7m
• Revenues in Media Services at all-time high of EUR
45.0m (34.3), an increase of 31%, with an all-time high
EBITDA of EUR 20.7m (17.5)
• Media Services reached all-time high in player intake,
FTDs ended at 198,000 (126,000), up 57%
• Media Services continued to grow in the US market
throughout the year, present in 19 US states at year-end
• Revenues* for Platform Services were EUR 21.4m (18.9),
an increase of 13% generating a positive EBITDA of
EUR 1.4m (-2.5). Excluding discontinued white-labels,
revenues increased 42%
• Signed 9 new agreements for Platform Services in 2021
• 6 new brands were launched on the platform in 2021 and
two additional brands were development complete at
year end (launched in 2022)
• Balance strengthened through refinancing of bond and
conversion convertible loan in May
• Signed a Share Purchase Agreement in December to
acquire Sportnco Gaming SAS, transaction completed on
1 April 2022
€66.8m
Revenues (norm.)
+28% Y/Y
€20.7m
EBITDA
+93% Y/Y
31.1%
EBITDA margin (norm.)
(20.6% in 2020)
44.1
63.0
Revenues
(MEUR)
2019 2020
43.8
52.2
EBITDA
(MEUR)
EBITDAmargin
(normalised revenues)
66.8
2021
2019 2020
2021
3.4
10.7
20.7
2019 2020
2021
31.1%
20.6%
7.9%
82.6
*Revenues are adjusted for revenues from a platform client where
GiG recognizes the full operations in its profit and loss statement, see
Note 35 in the Consolidated Financial Statements.
Normalised Reported
Annual Report 2021
5
Annual Report 2021
2022
Signed long-term
agreement with Rank
Entertainment Holdings
for their Marina888 brand
Signed a SPA to acquire
Sportnco Gaming
Signed a long-term
agreement with PlayStar
Casino for New Jersey, US
Awarded ISO 27001:2021
certification for its frontend
development solution and
content management system
covering development,
infrastructure, network
configuration and associated
product operations for frontend,
middleware and backend
Gaming services hosted on GiG’s
infrastructure
Signs established German
facing iGaming operator to
power the company’s new
online casino.
Completed the technical
infrastructure and data
migration project that was
started in Q4 2019
Signed platform
agreement to power
a new online casino
for the European
market
Strengthens the
balance through
conversion of EUR 8.5m
convertible loan
Winner of Full Service
Platform of the year at
EGR iGaming awards
and Top 3 in EGR
Power Affiliates 2021
Issued new SEK 450m
bond with expiry June
2024
Signed PlayStar Casino for
Pennsylvania, US
Signed agreement to
facilitate an operator’s
multi-brand strategy into
EU markets
Signed a long-term
agreement with an
established German
operator that will migrate
its existing brand to GiG’s
iGaming Platform
Extended contract
with Betsson Group
to Q4 2025
Completed
acquisition of
Sportnco
Feb
Jan
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
2021
timeline of events
•
•
•
•
•
•
•
•
•
• • •
•
•
•
7
Annual Report 2021
Letter
from
the CEO
Richard
Brown
8
Annual Report 2021
Dearshareholders,
We have closed off 2021 with strong financial performance
seeing growth in all KPIs, and importantly we have laid a
truly exciting and expansive structure in place to further
accelerate our global long term ambitions via the acquisition
of SportnCo.
While pleased with results for 2021, I still very much feel that
we are only beginning our journey towards creating full value
potential in the group’s business.
Media Services continues to go from strength to strength,
expanding rapidly in new markets and taking further share
of wallet in existing markets. The team and strategy has
delivered exceptionally well during 2021 with organic growth
of 31% on a full year basis. This diverse and robust part of
“2021 saw strong financial
improvement for both Media
and Platform and with the
acquisition of Sportnco, we
have an exciting and expansive
structure in place to further
accelerate our global long term
ambitions.”
In December we took a significant step forward in our
strategic position and growth opportunities with the signing
of an SPA with Sportnco, a business with an outstanding
product in sportsbook which will enable the group to pursue
that vertical with real force over the coming years. The
acquisition was completed on 1 April 2022, and the business
combination will allow GiG to go after sportsbook lead
markets and sportsbook led customers and in conjunction
with a highly complementary jurisdictional footprint to GiG’s
existing business, we have rapidly expanding our TAM and
future growth prospects, we are truly excited to having
started the integration program and welcoming the team at
Sportnco into GiG.
After a remarkable year growing stronger together, 2021
allowed us to refocus our sustainability efforts and address
the broad spectrum of initiatives needed to improve our ESG
ratings, whilst adapting to our B2B business strategy. Our
four sustainability pillars have two clearly defined business
and people goals, allowing for a truly holistic approach.
We support our B2B partners and their end users to drive
sustainable growth and to comply with technical, legislative
and responsible marketing demands, as a software supplier
and as a media provider, we are providing a leading online
gambling platform and products, investing in creating robust
and high quality responsible gaming tools for the market. To
achieve this, our people team have been working incredibly
hard to focus on how we attract, retain and develop our
teams - people are our greatest asset. We are providing
dedicated and tailored resources to support every aspect
of their well-being, and helping to increase education and
reduce bias in the communities in which we live and work.
This is the first year of our new approach, and the list of
achievements are impressive, but we have a lot more to do
and we look forward to reporting further successes. What
makes me proud is that we are taking ownership of every
aspect of sustainability, including our impact on the global
environment, and through our upcoming assessment of our
scope 1, 2 and 3 emissions, our supplier chain ethics and
improving our global reporting, we not only aim to achieve
Net Zero by 2030, but we will continue to improve our ratings
and the overall sustainability of GiG, our people, partners and
their end users.
I would like to also take this opportunity to thank the staff at
GiG, who have worked tirelessly towards not only achieving
the results in 2021 but also the work they put into developing
the business for the long term benefit of our ambitions.
2021 was an exciting and rewarding year, and our first full
year as B2B only focus, and we have made real ground in
positioning the business and have continued to focus on
improving our client offering and operational structures to
enable us to continue to pursue the success and growth
opportunities that are in front of the business to ultimately
deliver value for our shareholders.
the group is continuing to thrive and we see strong potential
and future in the business as we continue to move forward
our market expansion and begin to invest further into the
North American markets as part of the global strategy of the
business unit.
While we faced headwinds through the year with the impact
from the re-regulation of the German market and the closure
of the Dutch market, I am happy to deliver revenue growth
from the underlying SaaS business after the strategic shut
down of the white-label business. The year saw us increase
our onboarding rate and enter 6 more regulated markets, a
key driver for the long term growth of the business.
The platform business unit continues to build towards its
expansion strategy and pursue with force its growth drivers.
The underlying business that will be the driver for growth
in the years to come, has delivered 42% annual growth in
2021 and EBITDA has grown by 155% year over year from
a loss of €2.5m to a positive €1.4m. The business has an
exciting pipeline of customers to go live and is extremely well
positioned to continue to expand its regulatory footprint and
pursue its long term growth ambitions.
Annual Report 2021
9
Annual Report 2021
We are
Gaming Innovation Group
Gaming Innovation Group is a leading iGaming technology
company, providing solutions, products and services to
iGaming Operators. Founded in 2012, Gaming Innovation
Group’s vision is ‘To be the industry-leading platform and
media provider delivering world-class solutions to our
iGaming partners’ and their customers.’ GiG’s mission is to
drive sustainable growth and profitability of our partners’
through product innovation, scalable technology and quality
of service.
GiG’s strategy is centered on three customer focused business
areas based on innovative technology, supported by its group
ambition for top performance and operational excellence.
Media services
GiG’s media business generates qualified leads in the form
of end-users through digital marketing channels to leading
operators worldwide. Its media solution operates multiple
content rich websites, which empowers potential players and
connects them with their partners’ casino or sports betting
sites – helping to boost profits and strengthen their business.
Platform services
GiG delivers world-class gaming, betting, media and turnkey
platform solutions and services to operators and their
customers via innovative and scalable technology. Through
its platform services, GiG specialises in taking land-based
operators online for the first time via its tailored omnichannel
solution, which brings together the offline and online worlds
through a shared loyalty system, wallet and dual registration.
Sportsbook
Acquired by GiG in April 2022, Sportnco is one of the leading
platform providers of turnkey betting and gaming solutions
for operators in regulated markets through its in-house
developed sportsbook and PAM.
Our proprietary sportsbook offering combines the best odds
on more than 50 sports and 50,000 monthly events in the
world’s biggest and most popular sports leagues, allowing
our partners to give their bettors the power of choice. We
focus on producing the best iGaming solutions for our clients
so that they can grow and develop across regulated markets
worldwide. Our sportsbook is compliant with some of the
strictest regulated markets in the world (France, Portugal,
Spain and Greece). We pride ourselves on being flexible, we
tailor our approach to our partners requirements, whether
in relation to regulatory compliance, risk management, or
marketing strategy, we ensure the same quality of excellence
no matter the requirements. Our personalised sportsbook
technology offers a complete omnichannel experience,
allowing retail operators to fully embrace their digital
transformation with a full turnkey solution.
Gaming
Innovation
Group
Annual Report 2021
10
Annual Report 2021
Omnichannel solution
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 trusted partner, beside our partners on every step of
their iGaming journey
With our managed services, we support our partners with
a dedicated account manager and an integration manager
that work closely together with our partners. Our turnkey
managed services are available from pre-launch throughout
our partners’ business lifecycle, providing operators with the
support they need to help manage and grow their gaming
business. Whether our partners are looking for help with
improving their conversion rate, growing their customer
lifetime value or reducing their self-exclusion rate, we have it
covered for them.
The regulated markets partner
GiG has a dedicated team of experts with a great deal of
experience in building iGaming solutions that comply with
regulatory requirements around the globe. GiG is here to
guide its partners and ensure they are fully informed on the
requirements needed for a speedy and successful launch in
new markets.
Creating a more sustainable future
GiG supports partners and their players to drive sustainable
growth and to comply with technical, legislative and
responsible marketing demands.
GiG believes that achieving a sustainable business requires
a long-term relationship with our partners built on trust. That
is why GiG promises to be with its partners on every step
Commercial
Selling to external partners
SportsandCasinoPlatforms
ManagedServices
Content,Odds,etc.
Media
Sending traffic to iGaming
operators
SEO
PPC
PermissionMarketing
etc.
of their iGaming journey, helping to ensure that they drive a
more sustainable and safer gaming experience for operators
and their players.
Shaping a safer and more responsible Gambling industry
As a continued effort to build on and improve its technology
to meet its partners demands, GiG has added responsible
gaming, risk & fraud and anti-money laundering features to its
data platform helping you to build a more sustainable future
for operators and their players.
Harnessing the power of automation to drive a more
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 your customer 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.
Choosing the right relationship, the trusted partner
GiG believes in being selective in the partners it forms
relationships with so that they can focus on long-term
growth and ensure brand loyalty and the highest quality of
tailored services for its partners and their players. GiG works
closely with its partners to identify the best way to take their
iGaming operation to launch and beyond successfully.
Annual Report 2021
11
Annual Report 2021
Business model
GiG offers its partners a full end-to-end solution and service
offering through innovative technology, from its award-
winning iGaming platform, to its agnostic sportsbook, leading
media agency, real-time data platform, unique rules engine
and tailored managed services.
Not all operators have the same needs and that is why GiG
offers all of its solutions and services agnostically, placing the
power of choice into its partners’ hands, so they can select
which products and services best fit their needs at every step
of their iGaming journey.
Landbased Casino
Digital Interest
Digital Intent
Digital Launch Digital Perfection
sweetspot
from digital intent to digital transformation
GiG supports operators
in every step
The team at GiG has extensive operational experience and
with this experience they work with their partners to create
and execute a product and supplier strategy that works the
best for their business. All of GiG’s solutions are priced on
either a revenue share or fixed fee basis and its managed
services are priced on an individual basis, based on the
specific needs of the partner.
VIP Management
Support
Media
SEO
Google Ads/SEM
Social Media
Permission Marketing
Affiliates
Casino Supplier
Compliance
Ancillary Service Providers
Game Providers
Payment Providers
Sports Providers
Odds Providers
12
Annual Report 2021
Managed Services
(B2B)
Media
Digital Marketing
Finding leads through online
media buys and publishing
and refer these lead to
operators
Platform
Platform Services
Offering cloud based platform
services and games, from
multiple vendors, to casino
operators
Sportnco
Sports Services
Odds, trading and risk
management tools and
mobile first front end for
sportsbooks
Data
Data as Service
Compliant real time data and
insights at your fingertips.
Rich set of AI-enabled self
service tools available to help
you stay ahead of the game
The expert team here to look after all operational needs
GiG’s turnkey managed services are available from pre-
launch throughout the business lifecycle, providing its
partners with the support they need to help manage and
grow their gaming 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 – GiG’s
managed services solution has it covered.
Creating a happier and more sustainable customer base
GiG’s first-line customer support team are highly skilled
and have undergone GamCare accredited training ensuring
that their commitment to responsible gaming is reflected in
everything that they do. At GiG, the team understands that
brand loyalty is a key element of increasing customer lifetime
value, and so, GiG strives to build strong relationships with its
partners, which is reflected in the quality of service it delivers
throughout its entire managed service solutions.
Great performance is in the details
GiG’s media managed services provide a full package of the
most valuable traffic sources covering all channels to make
sure that every opportunity is captured (Google ads, social
media marketing, affiliation and SEO). Its conversion-focused
team has extensive knowledge and experience of driving
results for online casinos and successfully supporting land-
based casinos in their digital transformation. GiG’s media
managed services solution creates a proven acquisition model
that specialises in following player journeys and focuses on
customer experience, providing its partners with actionable,
competitive insights to help them make better decisions
around their acquisition strategy.
Taking care of our partners’ customer value chain
GiG helps its partners to create an integrated customer
strategy, which focuses on their customer journey and
lifetime value. With over a decade of experience from within
a B2C gaming environment, and with expert knowledge
of its in-house CRM system and tools, and of its products,
GiG’s CRM team delivers a proactive customer relationship
management approach.
Annual Report 2021
13
Annual Report 2021
Continuous innovation
GiG places its partners at the core of everything it does
and meeting their needs through continuous feedback is
an essential part of GiG’s product development. In 2019
the company launched its real-time data platform in order
to meet tomorrow’s demands for IT security and regulatory
compliance. It also launched its real-time rules engine, GiG
Logic in early 2020, which is one of a few within the market.
Product development
GiG is constantly enhancing and improving its products
to ensure that it can continue to help its partners resolve
key industry pain points. Recent product updates include,
the launch of its Games Recommendation Engine which
helps to engage its partners’ players with personalised
recommendations based on market and customers
recommendations. This solution was delivered via a seamless
integration across all GiG’s products and allows all of its
partners to benefit at scale.
As a continued effort to build on and improve our technology
to meet its partner’s demands, GiG also recently added
responsible gaming, risk & fraud and anti-money laundering
features to its data platform. GiG’s RG features allow
operators to immediately detect high risk and vulnerable
players by flagging patterns of abnormal behavior, through
real-time automation. While, its risk and 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.
Improving health, wellbeing and efficiency
GiG has recently introduced a brand new version of its back
office to continue to enhance its partners’ experiences. Some
of the improvements GiG has started to roll out to its partners
include new features that allow operators to visualise player
behaviour like never before. For example, the activity feed
displays all player activity into a single, unified timeline view,
saving time and increasing efficiency. The activity feed gives
new insights into player behaviour, trends, and tendencies,
allowing operators to identify and take action based on player
behaviour much more quickly than before. We truly believe
in making the lives of our partners better, and continuously
review every feature to see how it can be improved. GiG’s
back office is now responsive across all screens allowing
operations teams to track player activity on the go, and
features an optional ‘Dark mode’, reducing glare and blue light,
improving its partners health and wellbeing.
Security
At GiG, security is considered a strategic priority, as a
platform partner that operates in heavily regulated markets
such as the UK and US, it is imperative to GiG that it is at the
top of its game 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 its 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.
Licenses and certification
GiG’s iGaming platform solution is licensed by the Malta
Gaming Authority (MGA), United Kingdom Gambling
Commission (UKGC) and is offered under a Casino services
industry enterprise license (CSIE) issued by the Division
of Gaming Enforcement (DGE) in New Jersey, along with
two new class II licences for the management and hosting
14
Annual Report 2021
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.
Product showcase
Platform
GiG’s platform is at the core of its business, built for
innovation, to be adaptable to change and to provide a top-
class customer experience and user journey.
At GiG, user experience is at the heart of everything it builds.
GiG created its platform with a unique frontend and an
agnostic approach, which gives operators flexibility when it
comes to choosing the content and services that best suits
their audience.
Built to deliver in regulated markets, GiG’s platform is
integrated with the leading payment providers and is
configurable with the major content providers. It boasts a
unique frontend experience and is built mobile first to ensure
that operators can provide their players with the same
quality across all devices. Featuring real-time data, GiG’s
platform provides operators with instant actionable insights,
which allows them to make smarter business decisions
about the future.
Specialising in bringing land-based operators online, through
its platform, GiG offers a best-in-class omnichannel solution.
Bringing together the retail and online worlds through
a shared wallet and shared loyalty systems, and dual
registration, providing its partners’ players with a seamless
user experience while moving between land-based and
digital operations.
“GiG is constantly enhancing
and improving its products to
ensure that it can continue to
help its partners resolve key
industry pain points.”
WINNER 2021
Full-service platform
WINNER 2020
Multi-channel supplier
15
Annual Report 2021Annual Report 2021
Sportnco: our sportsbook
• Acquired by GiG in April 2022, Sportnco is one of the
leading platform providers of turnkey betting and gaming
solutions for operators in regulated markets through its
in-house developed sportsbook and PAM.
• Our proprietary sportsbook offering combines the
best odds on more than 50 sports and 50,000 monthly
events in the world’s biggest and most popular sports
leagues, allowing our partners to give their bettors
the power of choice. We focus on producing the best
iGaming solutions for our clients so that they can grow
and develop across regulated markets worldwide. Our
sportsbook is compliant with some of the strictest
regulated markets in the world (France, Portugal, Spain
and Greece). We pride ourselves on being flexible,
we tailor our approach to our partners requirements,
whether in relation to regulatory compliance, risk
management, or marketing strategy, we ensure the same
quality of excellence no matter the requirements. Our
personalised sportsbook technology offers a complete
omnichannel experience, allowing retail operators to
fully embrace their digital transformation with a full
turnkey solution.
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.
Logic
GiG’s real-time rules engine, Logic, allows operators to define
and create actionable business rules immediately without
the need for coding knowledge. With Logic, GiG’s partners
can optimise and tailor their processes, across all operational
aspects of their organisation (retail and online), including
marketing, promotions, operations and compliance. Logic
enables operators to build efficiency into all of the operational
aspects of their organisation, driving effectiveness.
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Annual Report 2021
Logic has over 100 pre-defined building blocks and processes
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.
Data
GiG’s real-time data platform allows operators to seamlessly
enhance their business intelligence giving them the power
to make smarter predictions about their future. Producing
detailed data, and back office reports featuring actionable
insights, GiG Data enables its partners to make faster
decisions across all areas of their business (land-based and
retail) such as marketing, compliance and bonus promotion.
Built using AI applications, GiG Data enables forecast
prediction on a granular level allowing operators to
understand and analyse their players lifetime value, playing
patterns, value and much more. Featuring AI loaded
predictions, GiG’s data platform allows operators to be
proactive in their approach enabling them to access, collect
and present detailed data such as responsible gaming data
and information about high-value customers on-demand. This
not only allows operators to identify high risk and vulnerable
players and create action immediately to prevent self-
executions and fraud but also to address high value players.
Frontend
GiG works closely with its partners to digitally recreate the
look and feel of their on-site casino. Its frontend framework
and CMS solutions work together to keep its partner’s players
engaged with a consistent gaming experience and enables
them 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 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.
Media Managed
With its Media managed service GiG takes care of its
partners’ digital marketing campaigns for them, to generate
high-quality traffic to their site. GiG’s media managed
services provide a full package of the most valuable traffic
sources covering all channels to make sure that every
opportunity is captured (Google Ads, social media marketing,
affiliation and SEO).
GiG’s conversion-focused team has extensive knowledge
and experience of driving results for online casinos and
successfully supporting land-based casinos in their
digital transformation. With its media managed services
solution, GiG creates a proven acquisition model that
specialises in following player journeys and focuses on
customer experience, providing its partners with actionable,
competitive insights to help make better decisions around
your acquisition strategy.
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.
100€
200€
Visa **** 1234
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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 they 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 its partners’ customer’s
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 always one step ahead when
it comes to delivering a proactive customer relationship
management approach.
Media Services
GiG offers its partners a major competitive advantage via its
industry-leading global media affiliate business. GiG Media
helps grow our partners iGaming business by generating
qualified leads through our digital marketing channels
including SEM/PPC and SoMe. Our media solution operates
multiple content rich websites which empowers potential
players and connects them with your online casinos or sports
betting sites – helping to boost our partners profits and
strengthen your business.
Our business model
GiG Media generates revenue by providing high quality
leads to operators in the iGaming industry. We operate in
both mature and emergent markets using different traffic
1,000,000
words published monthly
accross our portfolio of
websites
Our websites receive
more than 500,000
users every month
generating channels working with many different partners –
all to diversify our risk in the marketplace. We have several
levers we can use to control our revenue and cost with
the aim of securing a steady cash-flow and a prosperous
EBITDA-margin.
Markets and verticals
GiG Media operates within the world of casino and sport.
Our presence in both verticals ensures a steady cash-flow
throughout the year given the different seasonalities of casino
and sport. We operate in established markets earning our
bread and butter as well as in emergent markets that will
supply tomorrow’s revenue.
Our publishing business
GiG Media operates multiple content rich websites targeting
the online casino segments and sports betting by publishing
articles, reviews and more to connect users with the sites.
How does it work?
Traffic is generated when someone clicks on the links
included in GiG’s affiliate websites, which will then take the
potential player to the affiliated casino or sportsbook. When
a player signs up and starts playing with one of our affiliated
partners – be it a casino or a sportsbook – GiG Media earns
a percentage share of the player’s value over the span of the
player’s lifetime.
GiG Media operates in both mature and emerging markets
using different traffic generating channels working with many
different partners – to diversify our risk in the marketplace.
Our paid media business
Our paid media business uses a variety of marketing
channels operating as a multi-channel media house. Traffic is
generated by placing ads within different marketing channels,
with users from each channel being directed to an affiliate
site of ours or directly to a partners site.
Search engine marketing (SEM): Ads on search engines such
as Google and Bing
Social media: Facebook, Instagram and Twitter + chatbot on
Messenger
Permission marketing (PM): Email and SMS controlled by a
series of technology filters
Display: Banner, push notifications, interstitial, popunder and
native ads
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Annual Report 2021
Our websites
WSN
World Sports Network (WSN.com) is GiG Media’s US-facing
portal, providing accurate and up-to-date information
about sports betting in regulated and soon-to-be-regulated
states. The site features odds, predictions and picks for
all major US and international sporting events, as well as
betting and legislation guides, industry updates and legal
sportsbook reviews. We also publish a weekly podcast
series which is available on the site, all major podcast
services and on YouTube!
Casinotopsonline
Casinotopsonline is our flagship casino site operating in every
possible market, with dedicated languages in 10 separate
markets: English, Swedish, Finnish, Brazilian-Portuguese,
Spanish, Chinese, Japanese, Italian, German and Russian.
Connecting millions of visitors every year with over 400
casinos, Casinotopsonline.com is one of the leading affiliate
sites in the market. We cover everything from casino reviews
to game reviews, strategy pages, industry news and the
latest promotions and bonuses.
Active in more than 14 languages
GiG’s publishing solution has global reach across the world’s
biggest iGaming markets.
+4 billion
Impressions generated
globally through our
display channels
96 Campaigns
published weekly (on
average) reaching users
around the world on
google ads
“Our paid business is
extremely scalable and fast to
act as opportunites open up
across the world”
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Media managed services
Our media managed service offers you a media service based
on a traditional agency model. With our managed services we
take care of your marketing campaigns for you to generate
high quality traffic. With our main channels consisting of
traditional affiliation, Google Ads, Facebook and SEO, our
media as a managed services provides a full package of the
most valuable traffic sources online.
Compliance
We promote responsible gambling through all of our websites
and are dedicated to ensuring compliance in all our marketing
materials. GiG Comply, our marketing compliance tool, was
created by our media team to help safeguard your license by
ensuring your digital marketing is safe and compliant.
GiG Comply
Scanning thousands of highly contagious websites at once,
our compliance solution identifies a list of pages that contain
your brands’ adverts, which are not seen as compliant. This
helps you to identify where you need to focus and tighten
your efforts so that you can ensure your brand is fully
Tailored to cover market-specific legislation and advertising
standards, GiG’s self-service marketing compliance solution
helps to manage and monitor affiliate advertising campaigns.
It’s easy to use compliance solution scans web pages for
content such as vital iGaming code red words (Win Now) links
and regulatory requirements, across multiple jurisdictions
allowing operators to Identify where to rectify their affiliates
marketing promotions so they can remain in control of your
marketing campaigns.
GiG puts the power in its partners’ hands, the flexibility built
into its compliance solution enables its partners to create
bespoke compliance checks that are tailor made to their
needs and market. GiG Comply works by using its rules
engine to analyse real snapshots from affiliate campaigns
to provide operators with the promotional content that is
being used in their brands promotions. Not only does this
help operators ensure that they remain proactive but it also
enables them to stay on top of any potential compliance
threat or breach with a reactive approach.
GiG Media
Best casino affiliate 2022
How we maintain our edge in a competitive market
Search engine optimisation is an integral part of our success
in our publishing business. Our experienced team of search
engine optimisation experts are dedicated to ensuring our
websites have a high organic ranking in premium search
engines. We provide engaging content that empowers
potential players and connects them with online casinos or
sports betting sites.
Dedication to details combined with an activity based
costing mindset is a prerequisite for succeeding in the paid
marketplace. In GiG Media we operate with a strict return-
on-advertising-spend focus (ROAS) ensuring that both we
and our partners profit from the players that we generate.
GiG Media has developed several proprietary technology
solutions to support our paid marketing activities – to name a
few examples:
• Our technology allows us to understand and track our
activities on a granular level
• Significantly reduces manual work hours, empowering
our employees to focus on continuous optimisation
• Allows us to safeguard all of our marketing activities
ensuring they are compliant and follow regulation.
#3 2021
Power Affiliate
Rankings
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Annual Report 2021
Our strategic
approach to
sustainability:
Our people and stakeholders are at the
heart of every decision we make, as are
the communities in which we live and
work. We want to create sustainable
growth for every internal and external
stakeholder. By refocusing our efforts
we believe we can deliver real impact
together. Building on our already solid
strategic approach, we have aligned our
four key pillars and development areas,
with the United Nations 2030 Agenda
for Sustainable Development and the 17
Goals for People, for the Planet.
Sustainability
Report
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1
Innovation Trust Diversity and Inclusion Education and ESG
1. No Poverty
2. Zero Hunger
3. Good Health and Well-Being
4. Quality Education
5. Gender Equality
6. Clean Water and Sanitation
8. Decent Work and Economic Growth
9. Industry, Innovation and Infrastructure
10. Reduced Inequalities
11. Sustainable Cities and Communities
12. Responsible Consumption and Production
13. Climate Action
14. Life Below Water
15. Life on Land
16. Peace, Justice and Strong Institutions
17. Partnerships for the Goals
Our four pillars are:
7. Affordable and Clean Energy
Our two sustainability objectives are broken down
into clear business and people goals:
To be a people first culture,
where balanced well-being is a
fundamental right and intrinsically
linked to our work in local
communities and reducing our
environmental footprint with the
aim of reaching Net Zero by 2030.
To be a future proof profitable
business through adoption
of sustainable best practices
and ESG reporting, including
product and service innovation,
information security, safer
gambling priorities, and supply
chain ethics.
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Annual Report 2021
Business Goal
Doubled our addressable
market
By acquiring Sportnco, a leading sports betting and gaming solution
provider, with significant increases in US market access.
Increased revenue
GiG closes out 2021 with a total of 25 customers on its platform, and live
in 14 certified jurisdictions, with five new jurisdictions in the pipeline.
The entry into new additional markets will be decided after completion
of the Sportnco transaction.
Increased protection and
information security for our
products and customers
• Achieved recertification of ISO 27001 on all platforms and products
Penetration tested all our products, and integrated automated
testing in our development pipelines
• Performed over 35 business impact analysis, ensuring our business
continuity management system is updated and that our business
continuity plans reflect our current business objectives
• Implemented a supplier due diligence process and finalised the
integration of a 24/7 SoC team with our business. Meaning we have
visibility of our GiG servers, systems and network devices; all our
Platform products; our critical Media sites; our Malta, Spain and
Copenhagen Offices and our very own GiG Cloud via our SIEM
Greater compliance foothold
With GiG Comply, our proprietary compliance software has
continuously gained a stronger foothold and mandate in the industry,
keeping our partners compliant in regulated markets.
Gained preliminary ESG
supply chain rating
Embarked upon an initial ESG supply chain rating analysis giving Net
Positive observations from the top c.€28m spend;
• GiG’s Legacy measured c.€10.5m against substantially weighted
ESG analyst data.
• With 66% of spend within the software and Internet sector,
meaning the measured ESG investment combined with Microsoft
excellent ESG rating performance, gives GiG.com a good 58.96 ESG
score.
Supported and funded safer
gambling research project
Minimising Gambling Related Harm Through Cognitive Tasks and
Interactive Dialogue and supporting the Gambling Research Group at
Bournemouth University in their research project EROGamb 2.0
Summary of key focus areas and
achievements in 2021
Achievements 2021
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Annual Report 2021
People Goal
Best practice policy
implementation and updates
The right to disconnect policy, Flexi-working policy, Official well-being
approach and policy, Harassment and bullying policy updates
Continuously improved our
employee experience
By undertaking an internal review and audit with RSM resulting in a full
implementation plan
Implemented a Diversity,
Equity and Inclusion strategy
We are constantly thinking about bias and how it can impact our
people. Through updating our practices and implementing new policies
and initiatives we recognise, raise awareness of and address every bias
including gender, nationality, ethnicity, religion, age, sexual orientation
or disability, and we respect and celebrate the uniqueness of every
GiGster.
Listened to our people Through launching Annual Pulse check surveys for Stay Interviews and
Have your say with 89% participation
Fully implemented
HRIS Hibob
And launched 360-degree feedback and improved performance
management and development programme
Created a new well-being
strategy
Including quarterly workshops on personal resilience and stress
management with world-renowned experts Neil Shah and the Stress
Management Society
Registered GiG Gives
As an official foundation, with a renewed focus on Education and
Community Outreach. Supported almost 20 charities around the
world, supplied meals to a homeless shelter in Malta and donated
equipment. Spent over 800 hours fundraising and supporting causes
in our communities, collected over a tonne of litter from beaches
and waterways and supported renowned Danish oceanographer and
conservationist.
Improved recognition
With 22 teams and individuals winning GiGstars of the month and held
our 2nd Annual GiGstars Awards in Dec 2021 with 360+ nominations, 34
judges, 24 finalists and 8 winners, where the prizes were focussed on
improving well-being through experiences.
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Annual Report 2021
Key focus areas for 2022
Business Goal
GiG Comply is launching a
new feature
Called Social Media Check, accommodating our clients and prospective
clients who are using social media marketing platforms to push their
brands and promotions. This feature will add more social media
platforms throughout the year to cover this part of compliance.
Continuous improvement
in all areas of Information
Security
For all of GiG’s platforms and products, including the focus on achieving
ISO certification for Sportnco and Tecnalis products and platforms
Increase market share
Through constant assessment of market regulation and emerging
market entry with GiG and Sportnco’s combined resources and market
reach.
Increase commercial revenue
By focusing on scalability and to have the ability to sign 25-30 customers
annually, and to attract a new tier 1 client every four months. The
emphasis will however be on the quality and value of each contract,
rather than volume.
ESG Evolution
GiG will continue the journey, where we will look to focus upon our
supply chain ethics using 16 different ESG topics (4 categories and 12 sub
categories all matched to GiG’s sustainability pillars)
Safer Gambling
• Annual YGAM training - GiG operations and compliance team
attend a workshop on Safer Gambling
• Bournemouth University. Supporting research project by attending
a workshop on ‘’Participatory Design of transparency, and the
player’s journey in Responsible gambling messages’’
• Participation in Safer Gambling week with iGaming European
Network
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Annual Report 2021
People Goal
Understand and reduce bias
In the workplace through education
• Launching GiG Allies- Maintaining a safe and secure community
that promotes diversity, equity, and inclusion.
• Gender bias workshops
• Your Voice anonymous feedback tool in Hibob
Increase development
opportunities
Through career pathways and a focus on L&D with performance
management system
Equip our leaders To lead by launching a leaders toolkit and creating a full leadership
education programme
Improve feedback
opportunities
With annual Have your say pulse check survey
Improve recognition
Quarterly and annual process called GiGstars. As of this year,
Recognition will be tied to the GiGstars brand, reverted to a quarterly
process and will be tied to a framework, linking specifically to a positive
impact on the business.
Increase the well-being
of our people
• Increased health and well-being allowance and scope with top-ups
• Quarterly company well-being evaluation with personal resilience
workshops and a supporting localised office and online wellbeing
activities planner
GiG Gives - Bridging the gap
• Pilot scheme of our Education Incubator
• Partner with one local charity in each community
• Ukraine Crisis fundraising and well-being support for our impacted
people
New Sustainability section Revamp entire sustainability section on GiG.com
Full Environmental
Sustainability Evaluation
Inc. Scope 1, 2 and 3 carbon emissions assessment, with the aim to
implement a Global Environmental policy in 2022 and to publish our
strategy to achieve Net Zero by 2030, in 2023.
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Annual Report 2021
The Share
Gaming Innovation Group has been listed on the Oslo Børs
(Oslo Stock Exchange) main market since 2015, with the ticker
symbol “GIG”. From March 2019, it has been dual-listed on the
Nasdaq Stockholm 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 2021, GiG had a total number of
issued shares of 96,675,626 (par value USD 1.00), divided
between approximately 10,800 shareholders registered in
the Norwegian VPS system and with Euroclear Sweden. All
shares carry one vote. The number of authorised shares is
110,000,000 as at 31 December 2021.
Opening share price on 4 January 2021 was NOK 12.20.
Closing price on 30 December 2021 was NOK 17.92,
corresponding to a market cap of NOK 1,732 million (EUR 174
million). Highest closing price was NOK 24.75 on 16 April and
lowest closing price was NOK 12.34 on 28 January.
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 of the issuer’s 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. Thus, the outstanding bond
amount as of today is SEK 550 million.
The 2021 bonds are listed at Nasdaq OMX Nordic in
Stockholm with ISIN code: NO0011017097
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Annual Report 2021
2
Board of
Directors’
Report
Annual Report 2021
28
Annual Report 2021
Board of
directors’ 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 with the ticker symbol “GIG” and at Nasdaq
Stockholm 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 2021 were the provision
of online gaming services, primarily the provision of a
remote gaming platform and affiliate marketing operations.
The Company divested the Business-to-Consumer (B2C)
segment in April 2020, and was in 2021 purely focusing on
its Business-to-Business (B2B) operations divided into the
following main offerings:
• Media Services - Digital marketing services
• Platform Services - Technical platform solutions to power
iGaming operations
• Sports Betting Services - proprietary sportsbook
Media Services refers users 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 improve the touchpoints
where people are finding iGaming online. This is done by
highlighting educational, informational and valuable content
about the industry online and by promoting best-of-breed
games, operators and offerings through web portals and
online campaigns. Media Services’ revenues are generated
through a share of perpetual revenue share agreements,
cost per acquisition (CPA), or a combination of these (hybrid)
and listing fees for prominent positions on Media Services’
websites. Affiliate marketing has solid margins and economies
of scale. Media Services is one of the leading iGaming
affiliates in the industry.
Platform Services contains GiG’s proprietary technical
platform - player account management platform (PAM) -
offering the full range of services needed for an iGaming
operator. 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 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.
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.
Sports Betting Services contains GiG’s proprietary
sportsbook, and contains the platform, the trading tools
and the front end. It is a multi-tenant system, which
gives scalability, speed to market and simplifies B2B
management. It also gives operators the freedom to take
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control of their offering, choosing their odds, margins and
limits for every sporting event and market, without being
dependent on their supplier.
Sportnco Gaming
In December 2021, the Company signed a Share Purchase
Agreement to acquire the iGaming company Sportnco
Gaming SAS (“Sportnco”). Sportnco is one of the leading
platform providers of turnkey betting and gaming solutions for
operators in regulated markets through its inhouse developed
sportsbook and PAM. The combined company will enhance
and strengthen 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.
Combined, GiG and Sportnco will be licensed in 25 markets,
currently with around 55 clients, as Sportnco’s geographical
presence is highly complementary to GiG’s current offering.
Sportnco’s sportsbook product is strong, and the acquisition
is expected to create attractive commercial, operational, and
technological synergies, as well as enable cost savings and
accelerated growth.
The acquisition was completed on 1 April 2022, and the initial
consideration was EUR 51.4 million, whereof EUR 23.5 million
where paid in new shares in GiG and EUR 27.9 million in cash.
In addition, GiG assumed EUR 18.6 million of existing debt
in Sportnco and there will be an earn-out of up to EUR 23.0
million based on the Sportnco performance in 2022 and 2023.
Outlook
Media Services has seen a strong performance in 2021, and
the growth in player intake and the positive developments in
website rankings sustain further growth moving on. Around
95% of new FTDs are on a revenue share or hybrid deals,
increasing GiG’s extensive player database with perpetual
revenue share. The mission to diversify revenue streams
further continues by expanding into more markets and
expanding the channel mix enabling Media Services to exploit
the market opportunities that arise moving forward.
Platform Services continues to sign new clients and with
additional brands going live with recurring revenues from new
regulated markets, GiG expects a positive outlook for Platform
Services through 2022. With the addition of Sportnco and
their proven Sportsbook, Platform Services will emerge as a
completely new and profitable business unit through 2022.
The Board of Directors is pleased with the overall
development and expects the Company to continue its
positive development with further growth going forward.
Operational Performance
Media Services
Media Services delivered an all-time high in revenues in
2021, up 31% from 2020, continuing the positive development
over the past years. Player intake continues to be strong
and reached 197,800 first time depositors (FTDs) in 2021,
up 57% from 126,000 in 2020. The strong growth in player
intake implies security for future revenues as most players are
generated on revenue share contracts, either pure revenue
share or hybrid.
Expanding into new regions resulted in a more diverse
geographical spread in both revenues and FTDs in 2021,
resulting in the top ten partners accounting for 49% of
revenues in 2021, down from 53% in 2020. These initiatives
reduced the overall operational risk and increased
geographical diversification.
Paid onboarded several new operators and expanded its
presence in new countries, resulting in a strong performance
in both revenues and FTDs. Player intake in Paid saw
significant growth in 2021, up 176% from 2020, driven by a
mix of new markets and expanding current campaigns.
Publishing experienced positive search rankings in 2021.
The website assets in non-core markets were consolidated
and increased the focus on sports. Geographical
diversification increased, reducing the risk of regulatory
changes in core markets. Organic traffic to Media Services’
global casino site www.casinotopsonline.com increased by
254% from 2020 to 2021.
Marketing spend increased in 2021 in line with the ambition
to diversify and invest in a broader composition of markets
and channels to drive sustainable long-term growth. Media
Services entered into 14 new markets in 2021. 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.
Media Services increased its market coverage in the US
in 2021, reflecting the ambition to be an influential player
within this important market. During the year, licenses and
registrations to do business were added in Virginia, Maryland,
Washington DC, New Hampshire, Wyoming, Conneticut,
Mississippi, New York and Louisiana. By year-end 2021, Media
Services carried out business in 19 states with a license
total of 12. GiG will continue to invest in the US to carry out
the long-term strategy to claim the US market through the
premium assets, wsn.com and casinotopsonline.com. US
organic traffic to these assets increased by 90% and 148% in
2021 compared to 2020.
GiG’s proprietary compliance tool, GiG Comply, is based on
proprietary technology and monitors advertising partners
towards regulatory bodies to ensure compliance. GiG Comply
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Annual Report 2021
signed six new clients in 2021 and re-signed 17 existing clients
continuing the positive developments for GiG Comply. A total of 23
clients were live by the year-end of 2021. The focus on compliance
in the iGaming industry is high, and the outlook for GiG Comply is
positive. Other industries see increased marketing compliance, and
GiG Comply can be expanded into new verticals.
RevenuesandEBITDA
Revenues for Media Services were EUR 45.0 million in 2021,
increasing 31% from EUR 34.3 million in 2020. The revenue split
was similar to 2020. 62% of revenues in 2021 came from revenue
share (62% in 2020), 14% from CPA (12%) and 24% from listing fees
and other services (26%).
Publishing revenue grew by 37% in 2021, while Paid grew by
67%. Paid represented 29% of Media Services revenues in 2021
compared to 25% in 2020, adding to the improvement of the long-
term sustainability of Media Services’ business.
Both within Publishing and Paid, Media Services has significantly
increased the marketing spend in 2021 - nearly doubling total
marketing spend compared to 2020 - reflecting GiG Media’s
continued ambition to grow and diversify revenue investing in a
broader composition of markets. Marketing costs were 24% of
Media Sercvices’ revenues in 2021, an increase from 18% in 2020.
Media Services referred 197,800 new FTDs to operators in 2021,
a 57% increase from 126,000 in 2020. The increase was split with
176% in Paid and 15% in Publishing. As nearly all players are on a
deal with a revenue share component (either full revenue share or
hybrid), the high increase in player intake in 2021 is conducive to
further revenue growth in 2022.
EBITDA for Media Services was EUR 20.9 million in 2021 with an
EBITDA margin of 46%, compared to EUR 17.5 million (51%) in 2020.
Strategy
Media Services will continue to expand its global footprint to
diversify the business to drive sustainable long-term revenue
growth and increase the share of revenue stemming from outside
its core markets in both Publishing and Paid. Focus points for Media
Services have been and continue to be optimising the creation
of website assets, the conversion of traffic and the monetisation
of players generated while constantly improving SEO, content
management and tech development. This work has been rewarded
in recent search engine algorithm updates for Media Services
websites, signalling further growth going forward.
MediaServices
Revenue split - 2021
Revenue share
CPA
Listing fees
& other
2019 2020 2021
MediaServices
EBITDA (MEUR)
18.2
17.5
20.7
2019 2020 2021
MediaServices
Revenue (MEUR)
33.2
34.3
45.0
2019 2020 2021
MediaServices-FTDs
Split between publishing
and paid
115
126
198
89
93
108
Publishing Paid
26
33
90
31
Annual Report 2021Annual Report 2021
Platform Services
Platform Services 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, including regions such
as the US, Eastern Europe, Latin America and Africa.
The sales pipeline for Platform Services developed positively and
GiG signed nine new clients in 2021. Six brands went live in 2021
and another two where development complete at year end, pending
clients’ decision to launch. Hard Rock International migrated off the
platform in 2021, in addition to the termination of two white-label
brands during the year. At year-end 2021, existing live customers
were 23, with an integration pipeline standing at nine brands for
launch in 2022.
GiG’s platform launched into the regulated markets in Romania,
Latvia and Argentina (Buenos Aires) in 2021, and were certified
in 14 regulated markets year-end 2021. The current pipeline will
add another five new regulated markets, expected in 2022. The
acquisition of Sportnco Gaming adds another 11 new markets and
enable cross selling for both platforms.
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 registration
and added sports to the registration, 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.
GiG decided to terminate the white-label model in 2020 and move
successful clients to Software-as-a-Service (SaaS) agreements.
In the white-label model, the clients operates on GiG’s gaming
licenses, with several operational functions being handled by GiG.
The shift reduces the legal exposure and potential risks related
to sanctions from regulators due to clients’ behavior. Only three
brands remained on white-label agreements at the start of 2021,
and as of today, one client remains on a semi white-label agreement
pending final regulation of their core market.
During the first quarter of 2021 GiG completed the migration
of all existing clients to the new data platform allowing the old
platform to be decommissioned. This allowed GiG to remain at the
forefront of the industry in offering real time reporting and artificial
intelligence tools to ensure that GiG’s clients are able to manage
their businesses in the most efficient way. This also ensures
that end users, via our B2B customers, are protected in the best
way possible as those B2B customers can take advantage of our
industry leading features including those we offer for responsible
gambling. The new data platform also reduced the operating costs.
Work continued during 2021 on the re-write of modules of the
PlatformServices
Reported revenues (MEUR)
PlatformServices
EBITDA (MEUR)
2019 2020 2021
17.1
29.7
37.2
2019 2020 2021
-5.1
-2.5
1.4
PlatformServices
Brands on the platform year-end
2019 2020
4
12
13
3
WL brands PipelineSaas brands
16
16
2021
22
1
9
32
Annual Report 2021
Core platform. This work will continue in 2022 and 2023. These
enhanced modules are deployed as the development is completed
in a seamless manner to improve the client experience on an
ongoing basis. GiG’s infrastructure was further optimised following
the move to a hybrid cloud model. This work continues ongoing in
parallel with the work to re-write modules, as part of the process it
will allow flexibility to use the public cloud more effectively.
RevenuesandEBITDA
Revenues for Platform Services were EUR 37.2 million in 2021, a
25% increase from EUR 29.7 million in 2020. 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 Services were EUR 21.4 million in 2021, a 13%
increase from EUR 18.9 million in 2020.
Due to the termination of the white-label model, revenues from
white-label agreements decreased by 49% in 2021 compared to
2020 while revenues from SaaS agreements and other revenues
increased by 74% in 2021 compared to 2020. In addition, the
reduction of white-label clients had a positive effect on operating
expenses. The regulatory changes in Germany had a negative effect
on Platform Services’ revenues of EUR 3.2 million in 2021 compared
to 2020.
The implementation of the initiatives to reduce tech and
infrastructure related expenses were fully implemented in 2021,
and tech expenses for Platform Services decreased by 46% in 2021
compared to 2020.
EBITDA showed a positive development through the year and for
the full year 2021, EBITDA for Platform Services ended at EUR 1.4
million, a 155% improvement from EUR -2.5 million in 2020.
Aggregated gross gaming revenue (GGR) through the platform in
2021 was EUR 408 million, an 18% increase from EUR 345 million in
2020. Some Platform clients are on fixed fee contracts, thus GGR
will not fully correlate with revenues over time.
Strategy
Platform Services is well positioned as a turnkey and fully managed
service provider across the main verticals in iGaming, and the
position has strengthened through the acquisition of Sportnco.
The addressable market is large and GiG can partner for the
long term to support growth in the digital space and/or a digital
transformation from a land-based operation to an online presence
with a Software-as-a-Service. Target markets are regulated or
soon-to-be regulated markets. Platform Services has achieved a
sustainable cost level to onboard 10-15 new clients per year, with
limited additional cost needed. New clients operational on the
platform give a higher operational margin as revenues increases in
parallel with existing live brands gaining further
market share.
PlatformServices
Normalised revenues (MEUR)
PlatformServices
GGR (MEUR)
2019 2020 2021
16.8
18.9
21.4
2019 2020 2021
SaaS WL
345
287
385
184
277
408
58
93
22
33
Annual Report 2021
Sport Betting Services
GiG’s Sports Betting Services contains GiG’s proprietary
sportsbook that is offered to GiG’s platform clients. In 2021, five
brands operated with GiG sportsbook including the US, where
the product was live in two states including omni-channel
online gambling services across both casino and sportsbook.
With the acquisition of Sportnco, GiG’s sportsbook will
be phased out as a standalone product and Sportnco’s
sportsbook is expected to be 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.
Revenues from Sports Betting Services were EUR 0.4 million
in 2021, compared to EUR 0.8 million in 2020. The sportsbook
has been operated with a sustainable cost base in 2021, and
EBITDA ended at EUR -1.3 million, a significant improvement
from EUR -3.7 million in 2020.
B2C Gaming Operators
Up until April 2020, GiG offered Business-to-Consumer (B2C)
Casino and Sports Betting Services through in-house brands,
all using GiG’s Platform Services and operating on GiG’s
own licenses. In April 2020, the Company’s B2C vertical was
divested to enable sole focus on building GiG’s B2B business.
The aim of this evolved strategy was to reduce complexity
and cost, unleash shareholder value and a sustainable
financial performance.
Financial Performance
Revenues
Consolidated revenues amounted to EUR 82.6 million in
2021. This is a 31% increase from EUR 63.0 million in 2020.
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 35 in the Consolidated
Financial Statements for more details. Adjusted for these,
normalised revenues were EUR 66.8 million for the full
year 2021, a 28% increase from EUR 52.2 million in 2019.
The increase results mainly from the positive development
in Media Services together with onboarding of new
customers in Platform Services.
Cost of Sales
For the full year 2021, cost of sales amounted to EUR 4.6
million, an increase of 54% from EUR 3.0 million in 2020,
whereof EUR 4.1 million (EUR 2.6 million in 2020) was related
to the platform client mentioned above.
Gross profit
Gross profit amounted to EUR 78.0 million in 2021, an increase
of 30% from EUR 60.1 million in 2019. The gross profit margin
was 94% compared to 95% in 2020. Adjusted for the platform
client, normalised gross profit amounted to EUR 66.3 million,
an increase of 28% from EUR 51.8 million in 2020, with a gross
profit margin of 99% (99% in 2020).
Operating expenses
Personnel expenses were EUR 22.1 million in 2021, a decrease
of 13% from EUR 25.3 million in 2020. Capitalised expenses
related to the Company’s development of technology
and future products amounted to EUR 8.0 million in 2021,
compared to EUR 4.4 million in 2020, and are amortised
over three years. These costs are mainly related to the
development of GiG’s platform products.
Marketing expenses were EUR 23.0 million in 2021, an
increase of 54% from EUR 14.9 million in 2020. Adjusted for
the platform client, marketing expenses were EUR 11.2 million,
an increase of 70% from EUR 6.6 million in 2020. Normalised
marketing expenses share of total revenues was 17% in 2021
Revenue EBITDA
2019 2020
2021
1.0
0.8
0.4
-6.9
-3.7
-1.3
SportsBettingServices
Revenue and EBITDA (MEUR)
34
Annual Report 2021
compared to 13% in 2020. Marketing expenses mainly consist
of payment for traffic in Paid Media.
Other operating expenses are mainly related to technology
and general corporate purposes and amounted to EUR 12.2
million in 2021, an increase of 34% from EUR 9.1 million in
2020. The increase is mainly related consultancy costs due
to resigning employees have been replaced by individuals
on a consultancy agreement in order to obtain more cost
flexibility. Expenses related to technology reduced by 44%
compared to 2020.
Depreciation and amortisation
Depreciation and amortisation amounted to EUR 14.6 million
in 2021 compared to EUR 19.4 million in 2020, whereof
depreciation was EUR 1.7 million (EUR 2.3 million in 2020).
Amortisation related to the affiliate acquisitions completed in
2015-2017 were EUR 4.3 million in 2021, a decrease of 41%
from EUR 7.3 million in 2020. Acquired affiliate assets have
been conservatively amortised over 3 years for customer
contracts and 8 years for domains/SEO. The amortisation
of customer contracts were completed in 2020. In 2021, the
estimated useful lives of media domains were revised to
reflect the re-assessed value of such assets, see Note 9 in
the Consolidated Financial Statements.
Amortisation of capitalised development expenses were EUR
5.0 million in 2021, a decrease of 10% compared to EUR 5.6
million in 2021. Depreciation expense related to IFRS 16 was
EUR 2.6 million in 2021 compared to EUR 2.7 million in 2020.
Operating result
Operating profit was EUR 6.2 million in 2021, compared to a
loss of EUR -8.7 million in 2020. The improvement results from
improved operational performance and lower amortisation.
Other income/(expense)
Net other expenses for 2021 were EUR -6.3 million,
compared to EUR -6.9 million in 2020. The interest
expense on the Company’s bonds were EUR -4.8 million in
2021, compared to EUR -4.2 million in 2020. As part of the
refinancing of the bond process, the Company incurred
EUR 1.0 million in transaction fees in 2021. Included in other
income/expense is a net unrealised foreign exchange gain of
EUR 1.1 million in 2021 on the bond due to the weakening of
the SEK towards the EUR during 2021, compared to a loss of
EUR -0.7 million in 2020.
Interest expense related to leases was EUR -0.9 million in
2021 compared to EUR -1.0 million in 2020.
Tax
GiG had a net tax income of EUR 0.5 million in 2021,
compared to a net tax expense of EUR -0.3 million in 2020.
This 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 and Denmark where
inter-company agreements include satisfactory transfer-
pricing mechanisms.
Net result
The net income from continuing operations was EUR 0.4
million in 2021, a significant improvement from a loss of EUR
-15.9 million in 2020.
Discontinuing operations
The loss from discontinuing operations was EUR -0.5 million
in 2021, compared to loss of EUR -1.8 million in 2020.
Loss for the year was EUR -0.1 million in 2021, compared to a
loss of EUR -17.7 million in 2020.
Earnings per share
The weighted average number of shares outstanding was
94.0 million in 2021 and 90.0 million in 2020. Basic and diluted
loss per share was EUR 0.00 in 2021 compared to EUR -0.20
in 2020.
Financial position
Assets
As at 31 December 2021, GiG had total assets of EUR 87.7
million, compared to EUR 93.2 million as at 31 December
2020. The largest asset on the balance sheet relates to
intangible assets of EUR 31.7 million (EUR 33.0 million in
2020), which mainly comprises goodwill generated through
business combinations, development on technology platform
as well as affiliate assets acquired.
Goodwill was EUR 16.3 million both as at 31 December 2021
and as at 31 December 2020. Goodwill arises from the
acquisition of Rebel Penguin and the reverse Nio/GiG merger
in 2015.
Intangible assets include EUR 9.3 million in capitalised
development expenses (EUR 5.9 million in 2020). Acquired
affiliate assets are included with EUR 21.2 million in domains/
SEO (EUR 25.0 million in 2020).
Annual Report 2021
35
Annual Report 2021
Current assets as of year-end 2021 included EUR 17.6
million in trade and other receivables, all related to ongoing
operations (EUR 15.7 million as of year-end 2020). Included is
cash in transit from payment providers amounting to EUR 0.7
million (EUR 0.6 million in 2020).
Cash and cash equivalents amounted to EUR 8.6 million as
at 31 December 2021, compared to EUR 11.5 million as at 31
December 2020. Customer monies that are held in fiduciary
capacity amounted to EUR 1.6 (2.5) million, which are partly
secured by balances with payment providers and partly by
cash balances.
Equity
Total equity was EUR 11.9 million as at 31 December 2021,
with an equity ratio of 14%, an improvement from EUR 3.6
million as at 31 December 2020 (4% equity ratio).
Liabilities
Significant liabilities in the Company’s balance sheet include
trade and other payables and the bond. Trade payables
and accrued expenses amounted to EUR 20.1 million as at
31 December 2021, a decrease from EUR 24.9 million as at
31 December 2020, mainly due to less restricted cash as a
result of discontinuation of white-label model and settlement
of overdue payables, as well as the exhaustion of prepaid
platform fee related to the sale of B2C assets.
The Company’s SEK 450 million 2021-2024 bond is included
under long-term liabilities with EUR 38.9 million and EUR 3.9
million under current liabilities, an amount equal to interest
payments for 2022.
Lease liabilities as per IFRS 16 are included with EUR 3.2
million under current liabilities and EUR 9.4 million under long
term liabilities.
Total liabilities amounted to EUR 75.7 million as at 31
December 2021, a reduction from EUR 89.5 million as at 31
December 2020.
Cash flow
The consolidated net cash flow from operating activities
amounted to EUR 12.6 million in 2021, compared to EUR 17.7
million in 2020. Included in the net cash flow from operating
activities are changes in operating assets and liabilities. Cash
flow from operations are negatively affected with EUR 7.7
million by the prepayment of platform fees in connection with
the sale of the B2C segment in April 2020.
The net cash used for investment activities was EUR -9.2
million in 2021, compared to EUR 14.6 million in 2020, whereof
EUR 8.6 million were capitalised development expenses (EUR
6.6 million in 2020). The disposal of the B2C segment in April
2020 was included with EUR 22.3 million in 2020.
Cash flow used for financing activities for 2021 amounted
to EUR -6.3 million (EUR -25.2 million in 2020), whereof
interest paid on bonds were EUR -3.8 million (EUR -4.5 million
in 2020) and lease payments of EUR -3.0 million (EUR -3.2
million in 2020). The refinancing of the Company’s bond in
June resulted in a net cash infusion of EUR 2.8 million. Cash
flow from financing activities for 2020 included the EUR -27.8
million repayment of the Company’s 2017-2020 bond in April
2020 and EUR 8.5 million in proceeds from the convertible
loan in December 2020.
Cash and cash equivalents decreased by EUR -2.9 million in
2021, compared to an increase of EUR 6.9 million in 2020.
Summary
The Board of Directors proposes that the Company’s net
loss shall be covered by 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 2021. For more
information, see the attached 2021 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 49 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.
As at 31 December 2021, the outstanding bond amount was
SEK 450 million (EUR 42.6m). The leverage ratio as per the
bond terms was 1.9 as at 31 December 2021, compared to 2.8
as 31 December 2020.
36
Annual Report 2021
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 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. Thus, the outstanding bond
amount as of today is SEK 550 million.
Shareholder Matters
Gaming Innovation Group Inc. is dual-listed on the Oslo Stock
Exchange, Norway, with the ticker symbol “GiG”, and on
Nasdaq Stockholm with the ticker symbol “GIGSEK”. The ISIN
code for the share is US36467X2062.
As at 31 December 2021, the total number of shares
outstanding in GiG was 96,675,626 (par value USD 1.00),
divided between approximately 10,800 shareholders registered
in the Norwegian VPS system and with Euroclear Sweden.
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. The
shareholders also approved to increase the number of
board members and to authorize the board to appoint a new
member to the Board of Directors.
The Company entered into a EUR 8.5 million convertible loan
agreement in December 2020. In May 2021 it was agreed with
the lenders to convert the loan to lower the overall leverage
ratio and strengthen the balance through increased equity.
On 28 May 2021, 6,600,000 new shares were issued at a
share price of NOK 15 per share covering the outstanding
loan, accrued interest and a fee for early termination.
In January 2021, 1,500,000 options were granted to key
employees. The exercise price is NOK 15.00 per share,
and the options vests over three years with expiry on 31
December 2026 and are conditional upon employment at time
of exercise. A total of 1,720,000 options were outstanding as
at 31 December 2021.
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.
As of the date of this report, the Company has 150,000,000
authorised shares, whereof 122,786,526 are issued and
outstanding. In addition, a total of 3,420,000 options are
outstanding. For more details on shares and options, see Note
22 in the Consolidated Financial Statements.
Board of Directors and Management
From 1 January 2021, the Company’s Board of Directors
comprised five members with Petter Nylander as Chairman
and Helge Nielsen, Henrik Persson Ekdahl, Nicolas
Adlercreutz and Kjetil Garstad as Directors. The Annual
Meeting of Shareholders held in May 2021 resolved that
the Board of Directors should consist of six members and
resolved to re-elect Petter Nylander as Chairman of the Board
and to re-elect Helge Nielsen, Henrik Persson Ekdahl, Nicolas
Adlercreutz and Kjetil Garstad as Directors and to elect
Kathryn Moore Baker as new Director of the Board.
In April 2022, Michael Ahearne was appointed as new
director, representing SkyCity, and the Board now consist of
seven members.
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 Henrik Persson Ekdahl.
Mr. Ahearne is related to SkyCity, that holds 11.0% of shares
in GiG. 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 30 in the
Consolidated Financial Statements.
Annual Report 2021
37
Annual Report 2021
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 2021:
of restrictions, the Company implemented a new flexi-working
approach in 2021, giving much needed stability to employees
and the ability to improve their work-life balance, whilst
ensuring that productivity remains high. For more information,
see the sustainability section on page 21.
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
The Company faces different risk factors, see details on
pages 40-41 and in Note 2.1 and Note 33 in the Consolidated
Financial Statements.
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, and may
lead to a global recession.
So far, the Company’s operations has not been materially
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. Given the inherent uncertainties, it is difficult
to ascertain the longer term impact of COVID-19 on the
Company’s operations, or to provide a quantitative estimate
of this impact.
Name Position Shares Options
Petter Nylander Chairman 119,800 -
Henrik Persson Ekdahl Director 4,896,125 -
Helge Nielsen Director 1,026,000 -
Nicolas Adlercreutz Director 22,500 -
Kjetil Garstad Director 334,531 -
Kathryn Moore Baker Director 20,000 -
Richard Brown CEO 121,000 110,000
Tore Formo Group CFO 458,167 60,000
Ben Clemes CIO 1,907,146 60,000
Chris Armes CIO - 210,000
Justin Psaila CFO 2,100 132,000
Jonas Warrer CMO 400,886 60,000
Claudia Ginex CPO - 60,000
Claudio Caruana General Counsel 100 60,000
People and Environments
GiG’s headquarter is in Malta with operations in Denmark and
Spain as well as some satellite offices. At the end of 2021 the
employee count totaled 468, compared to 458 employees
at the end of 2020. Approximately 230 contributed towards
Platform Services, 145 into Media Services and 20 in Sports
Betting Services with the balance in corporate functions. The
acquisition of Sportnco in April 2022 has added around 130
employees with office presence in Toulouse (France), Madrid
and Barcelona (Spain).
The post pandemic employment scenario is allowing a wider
talent search and is providing a good opportunity for the
Company to strengthen outsourcing agreements in order to
supply talent in a scalable and longer-term sustainable way.
At present, GiG collaborates with approximately 50 full time
consultants (based across Europe and USA) and almost 100
outsourced resources dedicated to tech departments for the
delivery of key projects.
GiG is a people first organisation, where the health and well-
being of its workforce comes before anything else. After a year
38
Annual Report 2021
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
financial statements for the year ended 31 December 2021. The Company’s consolidated financial statements
have been prepared in accordance with IFRS.
We declare that, to the best of our knowledge, the consolidated financial statements of Gaming Innovation
Group Inc. and Subsidiaries, and the Company financial statements for the year ended 31 December 2021 have
been prepared in accordance with prevailing financial reporting standards, and that the consolidated financial
statements of Gaming Innovation Group Inc. and Subsidiaries, and the Company financial statements for the
year ended 31 December 2021 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 declare 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 group and parent 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
Helge Nielsen
Director
Henrik Persson Ekdahl
Director
Richard Brown
CEO
Nicolas Adlercreutz
Director
Kathryn Moore Baker
Director
Annual Report 2021
39
Annual Report 2021
Risks
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 50% of total
revenues in 2021. 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 SportNCo
The Company believes that the acquisition of SportNCo
Gaming SAS will result in certain benefits, including expand
market coverage, grow client base, certain cost synergies,
drive product innovations, and operational efficiencies.
However, to realize these anticipated benefits, the businesses
of GiG and that of SportNCo 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 SportNCo. 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 with laws and regulations of
Malta, Spain, New Jersey, Iowa, Greece, France, Sweden,
Latvia, Romania and Croatia.
One of the B2B activities carried out by GiG involves the
provision of white-label services to SkyCity, whereby gaming
activities are carried out in reliance of licences held by GiG,
placing GiG accountable for regulatory compliance affairs
of the relevant brands. 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.
GiG’s B2B services described above are carried out in a
highly regulated and supervised environment, where the
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.
40
Annual Report 2021
Affiliate marketing
GiG conducts affiliate marketing activities, by directing
internet users to online gaming websites through various
group-owned websites. Affiliate marketing business is
currently not subject to directly applicable gaming laws and
regulations in most markets where GiG is active, 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 10 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 or carried out may impact
this activity.
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.
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
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. Given the inherent
uncertainties, it is difficult to ascertain the longer term impact
of COVID-19 on the Company’s operations.
For further description on risk factors, see Note 2.1, Note 4.1
and Note 33 to the Consolidated Financial Statements.
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.
Annual Report 2021
41
Annual Report 2021
42
Annual Report 2021
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owns119,800
sharesinGiG.
Henrik Persson Ekdahl
Director & member of the
Remuneration Committee
Henrik Persson Ekdahl is Partner &
Co-founder at Optimizer Invest. As
a repeat entrepreneur and angel
investor, he has launched, grown and
sold leading Scandinavian gaming
operations such as BestGames
Holdings Plc, Betsafe Ltd and Betit
Group. He has two decades of
experience within the online gaming
industry in various roles including
CEO BestPoker, CEO Betsafe & CEO
Betsson Group Ltd. Henrik Persson
Ekdahl holds an MBA from Gothenburg
School of Economics.
Ekdahlhasbeenadirectorsince
September2016andcloseassociates
ofEkdahlholds4,696,125sharesin
GiG.
Helge Nielsen
Director
Helge Nielsen graduated from the
Norwegian School of Economics (NHH)
in 1975. He has broad and diverse
senior management experience both
nationally and internationally, including
listed companies. He has been in
charge of tech-driven international
market organizations and responsible
for major restructuring processes.
Currently, Helge Nielsen runs his own
consultancy company, which provides
management for hire. He also holds
various directorships.
NielsenhasbeenadirectorsinceMay
2014andcompaniescontrolledby
Nielsenowns1,026,000sharesinG iG.
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Annual Report 2021
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.
Kjetil Garstad
Director and member of the Audit
Committee
Kjetil 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.
Nicolas Adlercreutz
Director and chairman of the Audit
Committee
Nicolas 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22,500shares
inGiG.
Annual Report 2021
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Annual Report 2021
Michael Ahearne
Director from April 2022
Mr. Ahearne is currently CEO of
SkyCity Entertainment Group Limited
where he joined in December 2017 as
Group Chief Operating Officer and was
responsible for driving value across
SkyCity’s properties in New Zealand
and Australia. Mr. Ahearne also led
SkyCity’s online gaming strategy,
including overseeing the establishment
of SkyCity Online Casino in 2019. His
extensive global experience in the
gaming industry spans over 20 years
across multiple sectors, including
land-based and online casinos as
well as sports betting. Prior to joining
SkyCity in 2017, Michael held several
senior executive positions at Paddy
Power Betfair, Aristocrat and Star
Entertainment Group. Michael is a
qualified accountant and holds an MBA
from the University of Technology,
Sydney.
AhearneholdsnosharesinGiG.
As of today, the Board of Directors consists of
seven members, whereof a majority (six) are
independent of the Company’s main shareholders.
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 holds any options or is entitled to any
severance payment upon termination or expiration
of their service.
Annual Report 2021
45
Annual Report 2021
Richard Brown
Chief Executive Officer
Richard 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120,000sharesand110,000
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 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
Chief Commercial Officer
Ben 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1,907,146shares
and60,000optionsinGiG.
Management
46
Annual Report 2021
Chris Armes
Chief Information Officer
Chris joined GIG as Chief
Information Officer in August 2019
with the strategic responsibility
for GiG’s multiple technology
assets. Previously having been
the CTO for SGDigital leading the
technology team at NYX through the
integration into SGDigital. Chris has
worked for Sun Microsystems and
Oracle managing global Software
Engineering teams. His passion is
building industry-leading software
leveraging the best of global
engineering talent having started
successful development centres in
various places around the world.
ChrisArmesholds0sharesand
210,000optionsinGiG.
Justin Psaila
Chief Financial Officer
Justin 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 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.
Annual Report 2021
47
Annual Report 2021
Claudia Ginex
Chief People Officer
Experienced HR professional, GiG
employee since November 2016
enthusiast 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.
Jonas Warrer
Chief Marketing Officer
Jonas has over 11 years of experience
of working within the iGaming sector.
He entered the iGaming space when
he founded media/affiliate company
Rebel Penguin in 2007, which he
later sold to GiG. He started his
career with GiG Media as the General
Manager of GiG Media office in
Copenhagen, before being promoted
to Interim Director of Marketing and
later became Managing Director of
GiG Media. Before starting out in
iGaming he worked for a large telco
operator in Denmark taking on various
positions such as strategy consultant
and product owner working both in
Denmark and Switzerland.
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.
3
Corporate
Governance
48
Annual Report 2021
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 and Spain.
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
Annual Report 2021
49
Annual Report 2021
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.
3. Equity and dividends
The Codes are in material respects complied with. GiG’s
equity as at 31 December 2021 was EUR 11.9 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 2021.
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 2021, the number of authorised shares was
110,000,000 (par value USD 1.00) whereof 96,675,626 were
issued and outstanding (see also Note 22). 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 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 and it is financially
feasible given the financial situation of the Company. 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
2021 shareholder meeting, COVID-19 set restrictions to
normal practice.
50
Annual Report 2021
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 2021, the nomination committee held individual
one-to-one interviews with each member of the Board.
The annual shareholder meeting on 20 May 2021, 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 2021. The
members of the committee are: Mikael Riese Harstad
(committee chair, nominated by Optimus Invest Ltd.), Frode
Fagerli (nominated by Myrlid AS) and Dan Castillo (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 seven members,
whereof a majority (six) 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 42-44 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 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 is 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 a
questionnaire and individual interviews with the chair of the
nomination committee. The evaluation report has been shared
with the nomination committee and also discussed by the
Board of Directors.
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 in order to be able to
meet its commitments. The Chairman of the Board shall also
represent the Company in matters concerned with ownership.
In 2021, the Board held 11 minuted meetings, where 9
meetings had all members present, and two had all but
one member not attending. The minutes were taken by
the Group CFO, acting 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 a risk management policy which is
applicable across all departments within the organisation.
The policy requires that all staff align their activities with the
risk appetite of the business, and where risks are identified
an escalation process is triggered where higher management
assesses risks.
Annual Report 2021
51
Annual Report 2021
The Board of Directors has also established an independent
audit committee which oversees the Company’s
implementation of policies and procedures, as well as the
reporting by the Company of its financial affairs in the
financial statements. 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.
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 2021 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 30 in
the 2021 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 2021 are
described in Note 30 and the Company’s incentive stock
option programs are described in Note 22 in the 2021
Consolidated Financial Statements.
The Company has a remuneration committee, consisting of
two directors, Petter Nylander (committee chair) and Henrik
Persson Ekdahl. For the fiscal year 2020, the remuneration
committee had three committee meetings with both members
present in all meetings.
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 annualy 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.
52
Annual Report 2021
15. Auditor
The Company has an audit committee consisting of two
directors, Nicolas Adlercreutz (committee chair) and Kjetil
Garstad. For the fiscal year 2021, the audit committee
had six audit committee meetings with both members
present in all meetings, and had meetings with the external
auditors regarding the Q3-21 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 2021, 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 2021
53
Annual Report 2021
Annual Meeting of Shareholders 2021
The Annual Meeting of Shareholders was held on 20 May 2021 in
Stockholm, Sweden. 43.25% of the shareholders were represented
at the meeting in person or by proxy.
The meeting resolved that the Board of Directors should consist of
six members and resolved to re-elect Petter Nylander as Chairman
of the Board and to re-elect Helge Nielsen, Henrik Persson Ekdahl,
Nicolas Adlercreutz and Kjetil Garstad as Directors of the Board and
to elect Kathryn Moore Baker as new Director of the Board.
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 2021. It was 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 100,000,000 to
110,000,000. The meeting reappointed REID CPAs LLP as auditors
of the Company.
The meeting also resolved to authorise the Board of Directors to
buy back already issued and outstanding shares in the Company
and to dispose of such shares, all on such terms as the Board of
Directors may deem fit. The Company’s total holding of its own
shares may not exceed 10% of the outstanding share capital of the
Company at any time. Acquisition of own shares may take place on
NASDAQ Stockholm and Oslo Børs during the period until the end
of the next Annual Meeting of Shareholders. No shares has been
bought back since the Annual General Meeting of Shareholders in
May 2021.
All other proposals were resolved by the Annual Meeting of
Shareholders.
Minutes from the meeting can be found on the Company website:
www.gig.com
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 meeting 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.
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
Group CFO
Tore Formo
Gaming Innovation Group,
GiG Beach Office,
Triq id-Dragunara c/w Triq San Gorg,
St. Julians, STJ 3148
Malta
This information is information that Gaming Innovation Group
Inc. (GiG) is obliged to make public pursuant to the EU
Market Abuse Regulation. The information was submitted for
publication, at 08:00 CET on 22 April 2022.
Q1 2022 Interim Report 10 May 2022
2022 Annual
Shareholder Meeting
19 May 2022
Q2 2022 Interim Report 16 Aug 2022
Q3 2022 Interim Report 9 Nov 2022
Q4 2022 Interim Report 15 Feb 2023
54
Annual Report 2021
4
Auditor’s
Report
55
Annual Report 2021
Independent
auditor’s report
To the Shareholders of Gaming Innovation Group, Inc.
Report on the Audit of the Financial Statements
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 2021, 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 2021, 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 2021, 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.
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.
56
Annual Report 2021
Impairment assessment of goodwill and other
intangible assets
As described in the accounting policies note 2 and note 9 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”).
Following the divestment of the B2C (business-to-customer)
CGU during the previous year, the Group operates two CGUs
comprising the performance marketing (Media) segment and
the platform services segment.
As described in Note 9, 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 2022, projection of free cash flows for the period 2023
– 2025, as well as an estimate of the residual value. The
perpetual growth rate, as factored in the residual value
estimate, was assumed at 2%. As at 31 December 2021, only
goodwill and trademarks with a carrying amount of €17.1m
have an indefinite useful life. The carrying amount of all
intangibles assets as at 31 December 2021 was €48m
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.
During the year, the Group extended the estimated useful
lives of certain media domains and other intangible assets as
disclosed in Note 9.
The extent of judgment, and the size of goodwill 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 CGU is very susceptible to the Group
achieving the projected level of growth in revenue and the
projected improvement in EBITDA in the next four years.
As part of our work, we considered the basis for the change
in estimated useful lives of intangible assets subject to
amortization, which included sample testing of the underlying
methodology and re-calculation of the impact of the change
in estimate.
The appropriateness of disclosures made in relation to the
impairment assessment of the intangible assets, and the
change in estimated useful lives, was also reviewed.
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.
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,
Annual Report 2021
57
Annual Report 2021
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.
• 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.
58
Annual Report 2021
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
We have performed an assurance engagement to obtain
reasonable assurance that the financial statements have been
prepared in accordance with Section 5-5 of the Norwegian
Securities Trading Act (Verdipapirhandelloven) and the
accompanying Regulation on European Single Electronic
Format (ESEF).
In our opinion, the financial statements have been prepared,
in all material respects, in accordance with the requirements
of ESEF.
Management’s Responsibilities
Management is responsible for preparing and publishing
the financial statements in the single electronic reporting
format required in ESEF. This responsibility comprises an
adequate process and the internal control procedures which
management determines is necessary for the preparation and
publication of the financial statements.
Auditors Responsibilities
For a description of the auditors responsibilities when
performing an assurance engagement of the ESEF reporting,
see: https://revisorforeningen.no/revisjonsberetninger
Woodbury, New York, 21 April 2022
REID CPAs LLP
Annual Report 2021
59
Annual Report 2021
5
Consolidated
Financial
Statments
60
Annual Report 2021
Consolidated
Financial
Statments
EUR 1000 Company Parent
Notes 2021 2020 2021 2020
Revenues 2,4,23 82 574 63 027 - -
Cost of sales 24 4 564 2 967 - -
Gross profit 78 010 60 060 - -
Operating expenses
Personnel expenses 27 22 059 25 333 390 523
Depreciation & amortization 2,9,10 14 593 19 407 - -
Marketing expenses 23 005 14 900 - -
Other operating expenses 25 12 197 9 085 7 74 752
Total operating expenses 71 854 68 725 1 164 1 275
Operating income (loss) 6 156 -8 665 -1 164 -1 275
Other Income (expense) 28 -6 272 -6 943 -565 -212
Results before income taxes -116 -15 608 -1 729 -1 487
Income tax (expense) credit 26 519 -323 - -
Income (loss) from continuing operations 403 -15 931 -1 729 -1 487
Loss from discontinuing operations 7 -465 -1 753 - -
Loss for the year -62 -17 684 -1 729 -1 487
Other comprehensive income (loss)
Exchange differences on translation of foreign operation 2 -323 -17 4 - -
Change in fair value through other comprehensive income 12 - -13 - -
Total other comprehensive income (loss) -323 -187 - -
Total comprehensive income (loss) -385 -17 871 -1 729 -1 487
Total comprehensive income (loss) attributable to:
Owners of the parent 2,11 -393 -17 862
Non-controlling interests 2,11 8 -9
Total comprehensive income (loss) -385 -17 871
Earnings per share attributable to Gaming Innovation Group Inc.
Basic and diluted loss per share from continuing operations 0. 00 -0. 18
Basic and diluted loss per share from discontinuing operations -0. 01 -0. 02
Basic and diluted loss per share attributable to GiG Inc. 0. 00 -0.20
Weighted average shares outstanding (1000) 94 010 90 007
Diluted weighted average shares outstanding (1000) 94 010 90 007
Statements of Comprehensive Income (Loss)
For the years ending 31 December 2021 and 2020
Annual Report 2021
61
Annual Report 2021
Statements of Financial Position
For the years ending 31 December 2021 and 2020
EUR 1000 Company Parent
Notes 31.12.2021 31.12.2020 31.12.2021 31.12.2020
ASSETS
Non-current assets
Goodwill 2,9 16 325 16 287 10 448 10 448
Intangible assets 2,9 31 732 33 012 - -
Property, plant and equipment 2,10 1 763 3 043 - -
Right-of-use assets 6 11 123 13 002 - -
Investment in subsidiaries 11 - - 65 615 62 365
Deferred income tax assets 21 78 60 - -
Other non-current assets 13,18 517 532 311 3 24
Total non-current assets 61 538 65 936 76 374 73 137
Current assets:
Trade and other receivables 15 17 570 15 711 5 135 5 535
Cash and cash equivalents 16 8 561 11 504 78 3 461
Total current assets 26 131 27 215 5 213 8 996
TOTAL ASSETS 87 669 93 151 81 587 82 133
Liabilities and Shareholders' Equity
Shareholders' equity:
Share capital issued 22 84 323 78 915 88 749 78 915
Share premium 22 35 492 32 204 34 058 36 233
Accumulated translation income (loss) -2 239 -1 916 - -
Retained earnings (deficit) -105 673 -105 611 -84 010 -82 281
Total equity attibutable to owners of the Company 11 902 3 592 38 797 32 867
Non-controlling interests 23 14 - -
Total equity 11 925 3 606 38 797 32 867
Liabilities
Long term liabilities:
Bond payable 8 38 850 35 998 38 850 35 998
Lease liabilities 6 10 168 11 736 - -
Long term loans 20 - 9 610 - 9 611
Deferred income tax liabilities 21 416 1 529 - -
Total long term liabilities 49 434 58 873 38 850 45 609
Current liabilities:
Trade payables and accrued expenses 19 20 069 24 866 87 202
Lease liabilities 6 2 388 2 351 - -
Bond payable 8 3 853 3 455 3 853 3 455
Total current liabilities 26 310 30 672 3 940 3 657
Total liabilities 75 744 89 545 42 790 49 266
TOTAL EQUITY AND LIABILITIES 87 669 93 151 81 587 82 133
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Annual Report 2021
Statements of Changes in Equity
For the years ending 31 December 2021 and 2020
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 2020
90 005 626 90 005 626 78 858 31 577 24 -1 742 -87 797 20 920
Exercise of options and issuance of
shares for cash
70 000 70 000 - 139 - - - 139
Share compensation expense
- - - -357 - - - -357
Change in value of financial assets at fair
value through comprehensive income
- - - -12 - - - -12
Value of conversion rights on convertible
loan
- - - 788 - - - 788
Adjustment to prior year
- - 57 69 - - -140 -14
Net results from continuing operations
- - - - -10 - -15 921 -15 931
Net results from discontinuing operations
- - - - - - -1 753 -1 753
Exchange differences on translation
- - - - - -17 4 - -17 4
Balance at 31 December 2020
90 075 626 90 075 626 78 915 32 204 14 -1 916 -105 611 3 606
Conversion of convertilble loan
6 600 000 6 600 000 5 408 2 643 - - - 8 051
Share compensation expense
- - - 651 - - - 651
Adjustment in relation to prior period
- - - -6 - - 9 3
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 -105 674 11 925
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 2020
90 005 626 90 005 626 78 858 35 364 -80 794 33 428
Exercise of options
70 000 70 000 - - - -
Adjustment in relation to prior period
- - - 81 - 81
Share compensation expense
- - 57 - - 57
Change in value of financial assets at fair
value through comprehensive income
- - - 788 - 788
Net results
- - - - -1 487 -1 487
Balance at 31 December 2020
90,075,626 90,075,626 78 915 36 233 -82 281 32 867
Conversion of convertilble loan
6 600 000 6 600 000 9 834 -2 184 - 7 650
Share compensation expense
- - - 9 - 9
Adjustment in relation to prior period
- - - - - -
Change in value of financial assets at fair
value through comprehensive income
- - - - - -
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
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EUR 1000 Company Parent
Notes 2021 2020 2021 2020
Cash flows from operating activities
Results before income taxes 403 -15 931 -1 729 -1 487
Loss from discontinued operations 7 -465 -1 753 - -
Taxes 520 - - -
Amortization of intangible assets 9 10 341 14 314 - -
Depreciation of property, plant and equipment 10 4 252 5 090 - -
Impairment of intangibles 9 - 1 665 - -
Share based compensation 645 -357 9 -
Provision for impariment of investment in subsidiaries - -79 2 - -
Change in trade and other receivables 6 261 17 119 767 -5 479
Change in current assets -54 -137 - -
Change in non-current assets 336 2 - 2
Change in trade and other payables -9 632 -1 523 -102 121
Net cash (used in)/generated from operating activities 12 607 17 700 -1 055 -6 843
Cash flows from investing activities
Purchases of intangible assets 9 -8 625 -6 564 - -
Purchases of property, plant and equipment 10 -57 7 -1 673 - -
Acquisition of associates -26 22 850 - -
Net cash used in investing activities -9 228 14 613 - -
Cash flows from financing activities
Repayment of loans 20 -2 327 -27 825 -2 328 -
Proceeds from loans 20 - 10 281 - 10 281
Proceeds from bond issue 8 2 799 - - -
Lease liability principal payments -2 993 -3 155 - -
Interest paid on bond -3 801 - 4 479 - -
Net cash generated from financing activities -6 322 -25 178 -2 328 10 281
Translation loss - -17 4 - -
Fair value movements - -13 - -
Net movement in cash and cash equilalents -2 943 6 947 -3 383 3 438
Cash and cash equivalents at beginning of year 16 11 504 10 295 3 461 23
Cash and cash equivalents attributable to discontinued operations - -5 738 - -
Cash and cash equivalents at end of year 16 8 561 11 504 78 3 461
Statements of Cash Flows
For the years ending 31 December 2021 and 2020
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Annual Report 2021
Notes to Consolidated Financial Statements
For the years ending 31 December 2021 and 2020
1. Corporate Information
Gaming Innovation Group 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 Group Plc. (“Plc”) is incorporated and domiciled in Malta,
having a registered office at @GiG Beach, Trig Id-Dragunara, St.
Julian’s STJ 3148, Malta.
The Company’s principal activities during 2021 were the provision of
online gaming services, provision of a remote gaming platform and
affiliate marketing operations.
The consolidated financial statements of the Company as at and for
the years ended 31 December 2021 and 2020 and comprise of Plc and
Plc’s accounting basis subsidiaries.
Sportnco Gaming SAS
In December 2021, the Company signed a Share Purchase Agreement
to acquire Sportnco Gaming SAS (“Sportnco”). Sportnco is one of the
leading platform providers of turnkey betting and gaming solutions
for operators in regulated markets through its inhouse developed
sportsbook and PAM (“Player Account Management”). The combined
company will enhance and strengthen 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.
Combined, GiG and Sportnco will be licensed/compliant in 25 markets,
currently with around 55 clients, as Sportnco’s geographical presence
is highly complementary to GiG’s current offering. Sportnco’s tier 1
sportsbook product is strong, and the acquisition is expected to create
attractive commercial, operational, and technological synergies, as
well as enable cost savings and accelerated growth.
As part of the SPA, GiG acquired the legal title of certain B2C assets
and liabilities. The B2C net assets have been carved out in the
SPA, and have not been 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 B2C net assets must be disposed by the vendor
within twelve months from closing date. If no vendor is identified after
a period of twelve months, B2C net assets are transferred back to
current shareholders at no consideration.
The initial consideration is EUR 51.4 million, whereof EUR 23.5 million
will be paid in new shares in GiG and EUR 27.9 million in cash. In
addition, GiG will assume 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 the
Sportnco performance in 2022 and 2023.
Also in December, the Company entered into an agreement with
SkyCity Entertainment Group Limited, whereby SkyCity will invest
EUR 25 million in GiG through a directed share issue at NOK 18.00 per
share, that will finance the main part of the cash consideration.
The transaction was closed on 1 April 2022. See Note 32, Events after
reporting period.
Performance Marketing
GiG’s premium US affiliate sites, World Sports Network (WSN.com) and
Casinotopsonline.com continued their expansion in the US and can
now carry out business in nineteen states with a license total of twelve
promoting operators offering both casino and sports in such states.
WSN and CTO continues strengthening its position and ability to cater
for the highly attractive and growing US market.
Due to the activity beyond original expectations from the media
domains acquired during 2015-2017, the estimated useful lives of these
domains were revised to reflect the re-assessed life of such assets.
This reduced the amortisation yearly cost by EUR 1.6 million for 2021.
Platform Services
During 2021, nine new agreements were signed for Platform Services
where two offer both casino and sportsbook and seven offer casino
only. One of the new clients that signed during 2021 went live during
2021. These new agreements are expected to secure recurring
revenues from 2022 and beyond.
The number of live brands on the platform was 25 as at end of year,
up from 18 as at end of 2020, with an additional nine brands in the
integration pipeline.
Sports Betting Services
Six clients are live with the sportsbook as at end of year. With the
acquisition of SportnCo, GiG’s sportsbook will be phased out as a
standalone product and Sportnco’s sportsbook is expected to be the
preferred product going forward.
Financing
In May 2021, the Company has successfully completed the issuance
of a new 3-year SEK 450 million senior secured bond with a SEK
550 million borrowing limit. The transaction received demand from
investors across the Nordics, continental Europe, and the US, with
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participation in the placement from existing as well as new investors.
The net proceeds were used to refinance the previous SEK 400
million bond including any 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 with more
favourable terms than the previous SEK 400 million bond. The new
bond is listed on Nasdaq Stockholm.
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. The new shares were
issued within the same month and were subject to portioned lock-up.
The Company share capital increased from USD 90,075,626 to USD
96,675,626 and the number of outstanding shares increased from
90,075,626 to 96,675,626 (par value USD 1.00).
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 2021 and 2020.
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 2022.
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 2021, 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 2021. The majority of white-labels
were terminated and/or migrated to other white-label platforms with
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 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, and 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
the risk through a fixed pricing model which 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 apply 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 licence
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 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 Company’s view that the responsibility for compliance with
laws and regulations rests with the customers for both the Media
and Platform segment. 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.
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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
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 value 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 Company’s share 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.
Upon consolidation, inter-company transactions, balances and
unrealised gains on transactions between 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 management, 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.
Associates
Associates are all entities over which the Company has significant
influence but not control or joint control. This is generally the case
where the Company holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method
of accounting, after initially being recognised at cost.
Under the equity method of accounting, the investments are initially
recognised at cost and adjusted thereafter to recognise the Company’s
share of the post-acquisition profits or losses of the investee in
profit or loss, and the Company’s share of movements in other
comprehensive income of the investee in other comprehensive income.
Dividends received or receivable from associates are recognised as a
reduction in the carrying amount of the investment.
When the Company’s share of losses in an equity-accounted
investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Company does not
recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.
Unrealised gains on transactions between the Company and its
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67
Annual Report 2021
associates and joint ventures are eliminated to the extent of the
Company’s interest in these entities. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment
of the asset transferred. Accounting policies of equity accounted
investees have been changed where necessary to ensure consistency
with the policies adopted by the Company.
The carrying amount of equity-accounted investments is tested for
impairment in accordance with the policy described in Note 2.8.
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.
When the Company ceases to have control, any retained interest in the
entity is re-measured 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 loss.
Segment Information
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.
Business combinations between entities under common
control
Business combinations between entities under common control,
which do not all 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 entity’s results and
balance sheet prospectively from the date on which the business
combination between entities under common control occurred.
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 and
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 differences
are recognised in other comprehensive income.
Exchange differences arising from the translation of the net investment
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.
2.3 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.
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Annual Report 2021
2.4 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.
2.5 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 2.9.3). 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 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.
2.6 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 (CGU’s)
or groups of CGU’s, 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 represents
their acquisition price. Certain domains are expected to have a useful
life of eight 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 three 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
their 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 accumulated
amortisation and impairment losses. Some 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 technology 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
three years or in the case of computer software, over the term of the
license agreement, if different.
Costs associated with maintaining these intangible assets are
recognised as an expense when incurred. Development costs that are
directly attributable to the design 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 assets 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 use or sell the intangibles 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 labor costs of employees.
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.
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2.7 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.
Depreciation is calculated using the straight-line method over the
following periods:
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 2.8)
Gains and losses on disposals of plant and equipment are determined
by comparing the proceeds with carrying amount and are recognised
within profit or loss.
2.8 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation
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.
2.9 Financial assets
2.9.1 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).
The Company reclassifies debt investments when and only when its
business model for managing those assets changes.
2.9.2 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 Company 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
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Annual Report 2021
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.
2.9.3 Impairment
From 1 January 2020, 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.
2.10 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; and
• 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, or another entity at the
request of the Company, transfers shares to the employees.
2.11 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. Due to the loss in 2021,
outstanding common stock options and warrants were anti-dilutive
and accordingly were excluded from this calculation. For the year
ended 31 December 2021, the Company had 1,720,000 options
outstanding.
2.12 Inter-company transactions
Inter-company balances and unrealised income and expenses arising
from inter-company transactions are eliminated upon consolidation.
2.13 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.
2.14 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.
White-label
Gaming transactions that are not deemed to be financial instruments,
where the Company revenues stem from commissions, are recorded
in accordance with IFRS 15 ‘Revenue from Contracts with Customers’.
The revenue recognised in this manner relates to Poker. Such
revenue represents the commission charged at the conclusion of each
Annual Report 2021
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Annual Report 2021
poker hand in cash games (i.e.rake). The Company’s performance
obligation in this service is the provision of the poker game to the
individual players. The performance obligation is satisfied, and the
Company is entitled to its share of the pot (i.e. the rake) once each
poker hand is complete.
Revenue from gaming transactions that are deemed to be financial
instruments, where the Company takes open positions against players,
are 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 sports betting and 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. Revenue from commission
arising on transactions where the Company does not take open
position against players, such as poker, is recognised when players
place wagers in a pool.
Platform Services
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 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. Accordingly, it is
appropriate for the Company to recognise the monthly amounts
invoiced in the Income Statement.
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 the Company.
Management will continue to monitor this matter due to the increase in
customers in this segment.
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 player
who deposits money on the client’s site. Cost per acquisition contracts
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 on
an accrual basis over the term of the contract.
The Company’s performance obligation in this respect can be
viewed as a series of distinct performance obligations to stand
ready to redirect players on a constant basis. Such contacts give
rise to variable consideration 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.
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.
2.15 Non controlling interest
The Company 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 own.
2.16 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.
2.17 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
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Annual Report 2021
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.
2.18 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.
2.19 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.
2.20 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 2018 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 and Denmark.
2.21 Leases
In preceding years, the Company has changed its accounting policy for
leases where the Company is the lessee. The impact of the change in
policy adopted is in Note 6.
Until 31 December 2018, leases in which a significant portion of the
risks and rewards of ownership were not transferred to the Company
as lessee were classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) were
charged to profit or loss on a straight-line basis over the period of the
lease. Lease income from operating leases where the Company is a
lessor is recognised in income on a straight-line basis over the lease
term. Initial direct costs incurred in obtaining an operating lease are
added to the carrying amount of the underlying asset and recognised
as expense over the lease term on the same basis as lease income.
The respective leased assets are included in the balance sheet based
on their nature. The Company did not need to make any adjustments
to the accounting for assets held as lessor as a result of adopting the
new leasing standard.
2.22 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.
2.23 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.
2.24 Non-current assets held for sale and discontinued
operations
Non-current assets are classified as held for sale if their carrying
Annual Report 2021
73
Annual Report 2021
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 deferred
tax assets, assets arising from employee benefits, financial assets
and investment property that are carried at fair value and contractual
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 costs to sell of an asset, but not in excess of any cumulative
impairment loss previously recognised. A gain or loss not previously
recognised by the date of the sale of the noncurrent asset is
recognised at the date of derecognition. Non-current assets are
not depreciated or amortised while they are classified as held for
sale. Interest and other expenses attributable to the liabilities of a
disposal group classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a
disposal group classified as held for sale are presented separately
from the other assets in the balance sheet. The liabilities of a disposal
group classified as held for sale 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, is
part of a single co-ordinated plan to dispose of such a line of business
or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presented
separately in the statement of profit or loss.
3. Segment Information
IFRS 8 defines segments as business activities that may earn revenues
or incur expenses, whose operating results are regularly monitored
by the chief operating decision maker and for which discrete financial
information is available. Reported information is based on information
that management uses to direct the business. Segment disclosures
are based on information management has reported to the chief
operating decision maker.
Up until the divestment of the Business to Consumer (“B2C”) segment
in 2020, the Group operated two segments:
• B2C, which included the gaming operations directed towards end
users, and
• the Business to Business (“B2B”), which included its platform
offering front-end services (‘Platform’) and affiliate marketing
(‘Media’).
Following the divestment of the B2C segment, the Group’s internal
reporting to its management team focuses on Platform and Media, and
accordingly the segment information disclosed below differs from the
disclosures that had been made in the Group’s financial statements for
the year ended 31 December 2020. Comparative information has been
restated to be consistent with the current year’s disclosures.
2021
(EUR 1000)
Media Platform Eliminations TOTAL
Revenue 44 970 37 604 - 82 574
Cost of sales - -4 564 - -4 564
Depreciation &
amortisation
-7 692 -6 901 - -14 593
Marketing cost -10 959 -12 046 - -23 005
Other operating
expenses
-13 305 -20 950 - -34 256
Other loss 13 013 -6 858 - 6 155
Operating loss 10 137 -9 734 - 403
2020
(EUR 1000)
Media Platform Eliminations TOTAL
Revenue 34 316 30 548 -1 838 63 027
Cost of sales -2 -2 965 - -2 967
Depreciation &
amortisation
-10 962 -8 444 - -19 407
Marketing cost -6 212 -8 688 - -14 900
Other operating
expenses
-10 150 -24 268 - -34 418
Other loss 6 884 -13 923 -1 838 -8 665
Operating loss 3 519 -17 288 -1 838 -15 608
The Company operates in a number of geographical areas as detailed
below:
2021 (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574
2020 (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
The following table presents the Company’s revenues by product line,
net of intra-segment eliminations:
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Annual Report 2021
(EUR 1000) 2021 2020
Performance marketing 44 970 34 316
Platform services 37 604 30 548
Eliminations - -1 838
Total 82574 63027
The following table presents the number of Company personnel by
continent:
2021 2020
Europe 461 502
North America 3 2
464 504
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
period end, had the SEK exchange rate strengthened or weakened
against the euro by 0.15% (2020: 1.07%) with other variables held
constant, the increase or decrease respectively in net assets of the
Company would amount to approximately EUR 63,792 (2020: EUR
417,681) and EUR 63,984 (2020: EUR 426,716) 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
The Company’s significant instruments which are subject to fixed
interest rates comprise the bonds issued. In this respect, the
Company is potentially exposed to fair value interest rate risk in view
of the fixed interest nature of these instruments, which are however
measured at amortised cost.
The Company’s exposure to cash flow interest rate risk is fixed on cash
balances, which is not considered to be significant.
(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.
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 customers are
within controlled parameters. The Company further 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 2021 and 31
December 2020. EUR 991,057 was determined to be irrecoverable
during 2020, and was therefore written off.
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 4,634,138 as at 31 December 2021 (2020: EUR
3,514,526), and a loss allowance of EUR 251,914 or 5.4% (2020: EUR
452,296). The paid unit within performance marketing reported trade
receivables of EUR 1,917,915 as at 31 December 2021 (2020: EUR
2,172,134), and a loss allowance of EUR 170,777 or 8.9% (2020: nil).
Trade receivables from platform services amounted to EUR 2,265,261
as at 31 December 2021 (2020: EUR 3,634,212). As at 31 December
2021, management recorded a loss allowance of nil (2020: nil), and
EUR 285,254 was written off during 2021 as uncollectible (2020: EUR
Annual Report 2021
75
Annual Report 2021
986,673). Management has considered the quality of counterparties
as at 31 December 2021 and 2020, and concluded that no loss
allowance should be recorded on the basis of payment experience,
where relevant, and management’s credit risk assessment. Other
receivables of EUR 2,100,141 (2020: EUR 3,160,841) for the Company
are mostly linked to the sale of the B2C segment and receivables
related to lease of a domain, which are expected to reduce in line with
the contractual obligations of the counterparty.
(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 8, 19 and 20). Prudent liquidity risk management includes
maintaining sufficient cash to ensure the availability of an adequate
amount of funding to meet the Company and Parent’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.
Level 3 valuations are reviewed regularly by 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 2021 and 2020.
Financial instruments not carried at fair value
As at 31 December 2021 and 2020 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 8.
EUR 1000 Company Parent
Assets (level 3): 2021 2020 2021 2020
Financial assets at fair value through profit or loss (recorded in other non-current assets):
Derivative instruments - purchase call options (Note 13) 206 206 - -
Financial assets at fair value through other comprehensive income:
Equity securities - unlisted equities - - - -
Total financial assets 206 206 - -
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Annual Report 2021
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 makes 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 34), 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 31st December 2021 the Company operated one CGU, following the
disposal of the B2C segment.
The assumptions used in the value-in-use calculations are inherently
uncertain. A detailed analysis CGU disclosed below.
The Business-to-Business CGUs comprises two main business
activities, which are performance marketing and technology services.
Performance marketing accounts for 75% (2020: 77%) 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 that the impairment assessment of Platform
services which account for the remaining 25% (2020: 23%) of
intangible assets to be more sensitive. Its activity is sensitive to key
assumptions including the successful onboarding of new clients
planned, and the Company achieving projected growth and improved
EBITDA margin.
(ii) Valuation of share options
As explained in Note 22 the Company operates equity-settled and
cash-settled share-based compensation plans. In order to determine
the fair value of services provided, the Company estimates the fair
value of the ordinary shares as of each grant date using the Black-
Scholes valuation model. Refer to Note 22 for a summary of the inputs
used and other assumptions made on calculating the fair value of
share options granted as part of the share-based payment scheme.
(iii) Contingent liability
In 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.
(iv) The Group as a lessor
During 2019 one of the Group companies entered into a contract
whereby the Group leased out out one of its domains to be transferred
to the counterparty at the end of the agreement if all the terms of the
agreement were met. The Group received monthly fixed payments as
well as variable payments based on the performance of the domain
for a minimum of 3 years and until the terms of the agreement were
satisfied. During the current year, the conditions of this agreement
were revised for the settlement of the income generated by the
lease to be accelerated. Since all conditions were fulfilled, the asset
was transferred by the end of the year, and the respective income
generated was reflected in the income statement. The revised
agreement caters for the settlement of an existing balance through
collaboration efforts between both parties, which amounted to a
balance of EUR 1.2 million as at the year end. The directors consider
this balance to be recoverable based on their assessment of future
prospects for settlement.
(v) Pending tax claim
During 2020 the Group opened a claim for overpaid taxes to the
relevant authorities. On the basis of advice received from legal
experts, and communications with the said authorities, management
considers the basis for recognition of such claim to be virtually certain.
Refer to Note 6 for further information.
(vi) Changes in software development and media domains
amortisation policy
During the year the estimated useful lives of media domains were
revised to reflect the re-assessed value of such assets. During 2021,
a reassessment of certain intangible assets was also performed
where the useful life of these assets has been extended from 24 to 36
months. The impact of these change in estimates is disclosed in Note
9 to these financial statements.
6. Leases
This note provides information for leases where the Company is a
lessee. For leases where the Company is a lessor, see Note 6 (c).
(i) Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
Annual Report 2021
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Annual Report 2021
(EUR 1000) As at 31
December 2021
As at 31
December 2020
Right-of-use-assets:
Buildings 11 123 13 002
Lease liabilities:
Non-current 10 168 2 351
Current 2 388 11 736
12556 14087
Additions to the right-of-use assets during the 2021 financial year
were EUR 841,228 (2020: EUR 1,778,951). Disposals to the right-of-use
assets during the current year were EUR 153,513 (2020: nil).
(ii) 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
2021
As at 31
December
2020
Depreciation charge of right-of-use
assets
2 592 2 671
Interest expense (included in other
expenses)
908 989
Expenses related to short-term leases
(included in other income/expense)
- 3
Expenses related to variable lease
payments (included in other income/
expense)
- 222
The total cash outflow included lease principal payments amounting to
EUR 2,331,604(2020: EUR 2,720,185) and leasehold interest payments
amounting to EUR 865,055 (2020: EUR 434,909).
Maturity analysis - contractual
undiscounted cash flows
(EUR 1000)
As at 31
December
2021
As at 31
December
2020
Less than one year 3 155 3 356
One to five years 9 312 11 045
12467 14401
(b)TheCompany’sleasingactivitiesandhowtheseareaccounted
for
The Company leases various properties. Rental contracts are typically
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.
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 Income Statement over
the lease period to produce a constant periodic rate of interest on
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 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.
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 incentive 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.
Extension and termination options
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
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Annual Report 2021
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 2021 that would have resulted in a change in the lease
term.
(c)TheCompanyasalessor
During the year, 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 851,625 (2020: EUR 186,367).
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 leases of investment
properties are as follows:
Company and Parent
EUR 1000 2021 2020
Whitin 1 year 935 370
Between 1 and 2 years 956 758
1 891 1 128
During 2019 one of the Group companies entered into a contract
whereby the Group will be leasing out one of its domains which will be
transferred to the counterparty at the end of the agreement if all the
terms of the agreement are met. The Group will receive monthly fixed
payments as well as variable payments based on the performance
of the domain for a minimum of 3 years and until the terms of the
agreement are satisfied. During the current year, the conditions of this
agreement have been revised whereby the income generated by the
lease of these domains were accelerated and recognised throughout
the year.
7. Discontinued operations
On 14 February 2020, the Company signed a Share Purchase
Agreement (SPA) with Betsson Group (Betsson) for the divestment of
its B2C assets which include the operator brands Rizk, Guts, Kaboo
and Thrills. Betsson through this agreement, is a long-term partner of
the Company, generating revenues to the Group’s Platform Services.
On the day of closing, Betsson paid EUR 31 million, consisting of a
EUR 23.9 million cash payment for the acquisition, plus a prepaid
platform fee of EUR 8.7 million. The Company used the proceeds to
repay the Company’s SEK 300 million 2017 - 2020 bond. Subsequently,
the consideration was adjusted by EUR 2.3 million, to reflect working
capital of EUR 2.8 million and a EUR 0.5 million deferred payment.
(a)Financialperformanceandcashflowinformation:
EUR 1000 2021 2020
Net revenue - 22 895
Other income - 1 910
Expenses -465 -25 368
Impairment losses - -1 100
Operating loss -465 -1 663
Income tax expense - -91
Operating loss from discontinued
oerations
-465 -1 754
Loss from discontinued operations
attributable to:
Owners of the Company -465 -1 753
Non-controlling interest - -
-465 -1 753
Net cash flow from operating activities -1 812 -1 160
Net cash from investingactivities - -197
Net cash inflow/(outflow) from
financing activities
- -
Net increase in cash generated by
discontinued operations
-1 812 -1 357
Other Income of EUR 1,910,374 relates to a claim for overpaid
taxes to the relevant authorities. On the basis of advice received
from legal experts, and communications with the said authorities,
management considers the basis for recognition of such claim to
be virtually certain. Expenses include an amount of EUR 1,910,374
which relates to a settlement with a third-party software provider
on a previously disputed case occurring during 2019 regarding a
potential fraudulent transaction.
(b)Detailsofsaleofsubsidiary
Company (EUR 1000) 2021 2020
Consideration received or receivable:
Cash - 19 276
Net present value of future cash flows - 4 642
Totaldisposableconsideration - 23918
Less: cost of investment - -24 009
Lossonsaleafterincometax - -91
The cash consideration received of EUR 19,276,027 is net of
transaction costs of EUR 2,115,000.
The carrying amounts of assets and liabilities as at the date of sale
(15 April 2020) were:
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79
Annual Report 2021
EUR 1000 15 April 2020
Non-current assets:
Intangibles 25 169
Current assets held for sale:
Prepayments 514
Other rade receivables 314
License guarantee 2 000
Cash 5 744
Totalassetsofdisposalgroupheldforsale 33740
Liabilities directly associated with assets classified as held for sale
Trade and othe payables -4 602
Players liability -4 062
Jackpot liability -1 066
Totalliabilitiesofdisposalgroupheldforsale -9731
Netassets 24009
8. Bonds Payable
As at 1 January 2020, the Group and the Company had the following outstanding bonds:
On 22 April 2020, the Group used part of the proceeds from the sale of B2C to repay its SEK 300 million 2017-2020 bond together
with the cost incurred of SEK 1.1 million for extending the bond’s maturity date from 6 March 2020 to 22 April 2020.
In June 2021, the Group issued 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 2019-2022 bond including transaction costs with the balance applied
towards general corporate purposes. Transaction costs included a rollover premium to bondholders continuing participation in the
new bond and a voluntary early redemption fee to bondholders being repaid, in the aggregate of EUR 1.3 million.
In January 2022, the Group 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 2021 was SEK 461,925,000 (EUR 45,064,535) 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.
The quoted market price of the 2019-2022 bonds at 31 December 2020 was SEK 383,000,000 (EUR 38,269,384) which in the opinion
of the directors fairly represents the fair value of these liabilities. The fair value estimate in this respect is deemed to fall under level 2
of the fair value measurement hierarchy as it constitutes a quoted price in a market with low trading volume.
As at 31 December 2021, the Group and the Company have the following outstanding bond:
Issuance year Maturity date Seniority Currency Nominal amount Interest rate
2017 6 March 2020 Senior secured SEK 300 million Fixed coupon of 7% p.a.
2019 28 June 2022 Senior secured SEK 400 million 3m STIBOR + 9% p.a.
Issuance year Maturity date Seniority Currency Nominal amount Interest rate
2021 11 June 2024 Senior secured SEK 450 million 3m STIBOR + 8.5% p.a.
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Annual Report 2021
9. Goodwill and Intangibles
A reconciliation of goodwill and intangibles for the years ended 31 December 2021 and 2020 is as follows:
Company
(EUR 1000)
Goodwill Trade-
marks
Domains Affiliate
contracts
Technology
platform
Computer
software
Other Total
Balance 1 January 2020 15 995 841 31 328 1 706 5 387 955 692 56 904
Additions - - 18 - 6 257 544 - 6 819
Assets classified as held for
sale
- - - - -231 -109 - -340
Exchange differences 292 - - - 31 - - 323
Reclassification - - - - - - - -
Amortisation charge - - -6 375 -1 691 -5 551 -791 - -14 408
Balance 31 December 2020 16 287 841 24 971 15 5 893 599 692 49 298
Additions 38 - - - 8 400 653 - 9 091
Amortisation charge - - -3 772 - -4 988 -880 -692 -10 332
Balance 31 December 2021 16 325 841 21 199 15 9 305 372 - 48 057
Parent
(EUR 1000)
Platform Computer software Total
Balance 1 January 2020 12 2 14
Amortisation -12 -2 -14
Balance 31 December 2020 - - -
Amortisation - - -
Balance 31 December 2021 - - -
Impairment test for goodwill and intangible assets
The Company’s reported goodwill as at 31 December 2021 primarily 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 two cash generating units.
For the purposes of the impairment testing of goodwill and intangibles with an indefinite useful life, two cash generating units (‘CGU’)
werewas identified identified comprising of performance marketing and platform services. The determination of the CGUs reflect how
the Group manages the day-to-day operations of the business, and how decisions about the Group’s assets and operations are made.
The carrying amount, key assumptions and discount rate used in the value-in-use calculations are as described below.
Cash-Generating unit 2021 2020
EUR 1000 Media Platform Media Platform
Carrying amounts:
Goodwill 5 853 - 5 839 -
Intangible assets with definite lives 21 916 8 974 23 655 8 515
Intangible assets with indefinite lives 421 421 421 421
28190 9395 29915 8936
Annual Report 2021
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Annual Report 2021
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
The key assumptions on which management has based its impairment
test are reflected in the cash flow projections comprising the budget
for 2021 as confirmed by the entity’s Board and estimated on
cashflows for years 2023 - 2025 include (2020: 2022 – 2024). 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% (2020: 15%) and for platform services
was 17% (2020: 17%). The perpetual growth rate, as assumed in the
CGU’s residual value, is 2% (2020: 2%) based on the estimated long-
term inflation.
The business-to-business CGU is composed of two main business
activities being is performance marketing and technology services.
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 5.8 million as at 31 December 2021 and domains
amortised over a period of 8 years. During the year the estimated
useful lives of media domains 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 1,558,000. Assuming
the assets are held until the end of their re-assessed estimated
useful lives, amortization in future years in relation to these assets will
increase/(decrease) by the following amounts:
During the year, a reassessment of certain intangible assets was also
performed where the useful life of these assets has been extended
from 24 to 36 months. The net effect of the changes in the current
year was a decrease in amortization expense of EUR 671,395
The impairment assessment for this business component is sensitive
to the Group achieving projected growth, representing an annual
CAGR of 16% over the projected period (2023-2025), and an improved
EBITDA margin. Intangible assets under platform services accounts
for 25% of the total carrying amount of intangibles, and a maintainable
free cashflow after tax of at least c. EUR 0.9 million is required to
sustain the carrying value of the intangible assets, excluding the
allocation of corporate assets allocation to this business activity. The
impairment assessment of this activity is susceptible to the Group
achieving projected growth and an improvement in EBITDA.
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Annual Report 2021
10. Property, plant and equipment
Company
(EUR 1000)
Installations and
improvement to premises
Furniture & fittings Computer & office
equipment
Total
At 1 January 2020
Cost 3 884 1 721 4 194 9 799
Additions 181 49 1 377 1 607
Disposals -3 -185 -70 -259
Exchange differences -1 -1 -2 -4
As at 31 December 2020 4 061 1 584 5 499 11 144
Additions 46 4 327 378
Disposals - - - -
Exchange differences - 2 - 2
At 31 December 2021 4 107 1 590 5 826 11 523
Accumulated depreciation
As at 1 January 2020 1 531 870 2 384 4 785
Depreciation charge 832 250 1 243 2 326
Disposals -4 -49 -58 -111
Impairment losses attributable to
discontinued operations
1 100 - - 1 100
As at 31 December 2020 3 460 1 071 3 569 8 100
Depreciation charge 450 199 1 011 1 660
Disposals - - - -
As at 31 December 2021 3 910 1 270 4 580 9 760
Net book value
As at 1 January 2020 2 353 851 1 810 5 014
As at 31 December 2020 601 513 1 930 3 043
As at 31 December 2021 196 320 1 246 1 763
During the comparative year, the Group had impaired EUR 1.1 million in relation to improvements to leasehold premises.
11. Investments in Subsidiaries
EUR 1000 2021 2020
At1January: 72 813 84 066
Additions 3 256 13 574
Sale of investment - -24 827
Write off -6 -
At31December 76 063 72 813
At31December:
Cost 76 063 97 640
Sale of investment - -24 827
Impairment - -
Carryingamount 76063 72813
During 2020, the Company sold investments in subsidiaries with a
carrying amount of EUR 24,827,000 to Betsson, resulting a loss of EUR
908,973 that was recognised in results for that period (Note 7).
Annual Report 2021
83
Annual Report 2021
Subsidiaries
Country of
incorporation
Class of shares
held
Percentage of ownership
and voting rights held
directly by the Company
Percentage of ownership
and voting rights held by
the Parent
2021 2020 2021 2020
NV Securetrade Curacao Ordinary shares - - 100 100
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 100 100 100 100
iGamingCloud SLU Spain Ordinary shares - - 100 100
iGamingCloud (Gilbraltar) Ltd Gilbraltar Ordinary shares - - 100 100
GiG Norway AS Norway Ordinary shares 100 100 100 100
Mavrix Services Limited* Gilbraltar Ordinary shares - 100 - -
Pronzo Entertainment B.V Curacao Ordinary shares - - - 100
Mavrix Activities Limited Gilbraltar Ordinary shares - - - 100
Mavrix 5 X 5 Limited Gilbraltar Ordinary shares - - - 100
Mavrix Promotions Limited Gilbraltar Ordinary shares - - - 100
Mavrix Holding Limited Gilbraltar Ordinary shares - - - 100
Gaming Innovation Group Inc. USA Ordinary shares 100 100 100 100
GIG Central Services Limited Malta Ordinary shares 100 100 100 100
Kaboo Services Limited Malta Ordinary shares - 100 - -
Thrills Services Limited Malta Ordinary shares - 100 - -
Guts Services Limited Malta Ordinary shares - 100 - -
Highroller Services Limited Malta Ordinary shares - 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 -
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 2.15 Non-Controlling interest).
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Annual Report 2021
12. Financial assets at fair value through other
comprehensive Income
Company and Parent
EUR 1000 2021 2020
At 1 January - 568
Losses recognised in other
comprehensive income
- -17
Exchange differences - -551
At 31 December - -
In 2020, the Group sold its 3.57% investment in EPG as this investment
no longer suited the Group’s investment strategy. The consideration
of EUR 550,497 was the same as the carrying value in the Company’s
books. During the lifetime of the investment, the Company recognised
a loss of EUR 141,268. In line with its accounting policy, this realised
loss was transferred from ‘Other Reserves’ to ‘Retained Earnings’ upon
its disposal in 2020.
13. Derivative financial asset (recorded in
other non-current assets)
Company
EUR 1000 2021 2020
Call option to acquire intangible assets
Non-current
At 31 December 206 206
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 purchase price payable by the
Company if the option is exercised will be calculated using a specified
price mechanism, equating to the annualised revenue generated by
the development domains during a period of six months prior to the
exercise date, on which a 2.5x multiple will be applied.
At initial recognition, the fair value of the acquired option was
estimated to amount to EUR 205,714. The fair value of the option
represents the difference between the consideration payable as
determined by the above-mentioned price mechanism (established in
the purchase contact), compared with the price payable if an industry
multiple would have been applied to the mechanism determining the
consideration payable by the Parent. Based on past acquisitions of
similar domains, management believes that a multiple of 4x revenue
generated by domains is a fair representation of an industry multiple.
A discount rate of 15% was used to calculate present value of the
derivative, both at initial recognition, and at year end.
The directors estimate that as at 31 December 2020 and 31 December
2021, using the same inputs above, the fair value of the derivative
remains substantially unchanged and accordingly no fair value
movements were recognised in profit and loss for the year.
Adjusting the valuation by increasing/decreasing the industry multiple
would result in the fair value of the option increasing/decreasing
respectively. Management envisages that a reasonable shift in the
unobservable inputs used in the valuation would not have a significant
impact on the amounts on consolidated profit or loss and total assets.
The Company has not exercised its option to acquire the remaining
50% of the risks and rewards of ‘development domains’ in 2021 and
the option expired in June 2021. The agreement is currently being
extended and management are assessing the options to purchase
this asset.
14. Financial assets at fair value through profit
or loss
During the prior year, the Company had issued a further loan to D-Tech
of EUR 80,500. The loan was subject to fixed interest at the rate
of 8.00% and was repayable in June 2021 and carried the option to
be converted into ordinary shares. As a result, this investment was
classified at fair value through profit or loss. During the preceding
year, management decided to fully impair the loan to D-Tech based on
uncertainty in recoverability.
Annual Report 2021
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Annual Report 2021
Other receivables amounting to EUR 2,100,141 for the Company is mostly linked to the sale of the B2C segment and receivables
related to lease of domain, which balance is expected to reduce in line with the contractual obligations of the counterparty.
As part of indirect taxation, the Group has accrued for EUR1.9m in terms of a claim for overpaid taxes to the relevant authorities. On
the basis of advice received from legal experts, and communications with the said authorities, management considers the basis for
recognition of such claim to be virtually certain.
In the Group, amounts due from group undertakings and related parties are unsecured, interest free and repayable on demand.
Amounts due from subsidiaries in the Company are unsecured, interest free and repayable on demand.
16. 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 2021 2020 2021 2020
Cash and cash equivalents 8 561 11 504 78 3 461
Restricted cash -1 630 -2 548 - -
Cash, net of restricted cash 6 931 8 956 78 3 461
15. Trade and other receivables
Company Parent
EUR 1000 2021 2020 2021 2020
Trade receivables - gross 8 817 9 777 - -
Less loss allowance -423 -452 - -
Net 8 394 9 325 - -
Amounts due from payment providers 717 598 - -
Amounts due from company undertakings 149 671 5 135 5 535
Amounts due from related parties - 26 - -
Indirect taxation 4 801 499 - -
Other receivables 2 100 3 106 - -
Accrued income - 284 - -
Prepayments 1 409 1 202 - -
Balance sheet 17 570 15 711 5 135 5 535
Included in the Group’s cash at bank are amounts of EUR 1,630,343 (2020: EUR 2,547,956) that are held in a fiduciary capacity and
represent customer monies, whose use is restricted in terms of the Malta Remote Gaming Regulations, 2018.
17. Prepaid and other current assets
Other current assets include prepayments to vendors and advances to employees incurred in the normal course of business.
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Annual Report 2021
18. 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.
19. Trade and other payables
Company Parent
EUR 1000 2021 2020 2021 2020
Non-current:
Indirect taxation and social security 2 856 1 773 - -
Current:
Trade payables 2 686 3 132 - 5
Jackpot balances 1 178 1 095 - -
Players' accounts 452 1 453 - -
Other payables 2 309 1 598 87 197
Accruals 925 3 157 - -
Deferred income - 6 756 - -
Indirect taxation 9 663 5 900 - -
20 069 24 866 87 202
The Company’s other payables as at 31 December 2020 included an amount of EUR 1.9 million which it had agreed to settle with
a third-party software provider on a previously disputed case occurring during 2019 regarding a potential fraudulent transaction.
The amount was settled during 2021. The Company’s accruals include a provision for a potential fine from the SGA related to its
discontinued operations sold in 2020.
In the preceding year, the amounts due to subsidiaries and related parties are unsecured, interest-free and repayable on demand.
Certain of the Group’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.
20. Short term and long term loans payable
In June 2020, 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 is 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 matures on 31 March 2021. NOK 14.0 million was drawn under the facility in July 2020 and a
further NOK 11.0 million in November 2020. The credit facility was repaid in January 2021.
In December 2020 the Company’s parent 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 was classified as convertible loan with equity portion of Euro 0.8 million. The
loan strengthened the cash position and expedited revenue generating activities by enhancing scope for future growth. The loan was
convertible into shares in the Parent at NOK 15 at the option of the lenders, or repayable net of transaction costs in cash on 18 June
2023. This loan was converted into shares during 2021.
21. Deferred income taxation
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.
Annual Report 2021
87
Annual Report 2021
Company Parent
EUR 1000 2021 2020 2021 2020
Deferred tax asset to be recovered in more than 12 months 78 60 - -
Deferred tax liability to be recovered in more than 12 months -416 -1 529 - -
-338 -1 469 - -
Company Parent
EUR 1000 2021 2020 2021 2020
As at 1 January -1 469 -1 210 -448 -448
Deferred tax assets acquired upon merger - - - -
Deferred tax liability on temporary differences 1 131 -259 - -
As at 31 December -338 -1 469 -448 -448
The movement on the deferred income tax account is as follows:
Company Parent
EUR 1000 2021 2020 2021 2020
Net operating loss carryforwards from US operations - 12 417 - -
Future tax credits on subsidiaries undistributed profits 78 60 - -
Temporary differences arising due to differences between the tax base and
carrying base of intangible assets
- - - -
Differences between the tax base and carrying amounts of available for sale
investments
- - - -448
Temporary differences arising on differences between the tax base and
carrying base of intangible assets
- -1 905 - -
Capital allowances and tax losses - 352 - -
Net valuation allowance on US net operating losses - -12 417 - -
Temporary differences arising on provision for impairment of receivable - 24 - -
TOTAL 78 -1 469 - -448
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 2021, the Company also had unrecognised unutilised tax credits amounting to EUR 39,303,880 (2020: EUR 37,113,101)
arising from unabsorbed tax losses and capital allowances, and net deductible temporary differences arising from intangible assets
and property, plant and equipment amounting to EUR 1,226,399 (2020: EUR 1,525,113). These give rise to a net deferred tax asset for
the Group amounting to EUR 1,903,874 (2020: EUR 1,931,911), which is not recognised in these financial statements.
As at 31 December 2021 the Company had approximately EUR 42,302,000 (2020: 44,347,000) of net operating loss carryforwards
from its US operations adjusted for exchange fluctuations.
For the years ended 31 December 2021 and 2020, 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.
The following amounts are shown in the statements of financial position after appropriate offsetting:
88
Annual Report 2021
22. 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”) from 26 March 2019 with the “GIGSEK” ticker symbol.
Authorized Shares
On 22 December 2020 the Company issued 70,000 shares of common
stock in connection to the exercise of options. During 2019 and 2020,
employees in the Company exercised options to buy 70,000 shares
which were transferred to the employees by way of borrowing shares
from a shareholder. The new shares issued on 22 December 2020
were transferred back to the lender. 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. The authorised
number of shares was 110,000,000 (par value USD 1.00) as at 31
December 2021. See also Note 32, Events after reporting period.
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. The fair value of stock options granted is determined
using the Black-Scholes option-pricing model.
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 50,000 options outstanding from this grant as at 31 December
2021 (50,000 as at 31 December 2020). All options are conditional
upon employment at the time of exercise.
In May 2016, a total of 222,000 options were granted to key employees
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 expires in December 2022. There were 55,000
options outstanding from this grant as at 31 December 2021 (55,000
as at 31 December 2020). All options are conditional upon employment
at the time of exercise.
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 30,000 options
outstanding from this grant as at 31 December 2021 (30,000 as at
31 December 2020. All options are conditional upon employment at
the time of exercise.
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 320,000 options outstanding from this grant as at 31
December 2021 (350,000 as at 31 December 2020). 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
of Directors 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 2006. There was 1,229,000
options outstanding from this grant as at 31 December 2021. All
options are conditional upon employment at the time of exercise.
At 31 December 2021 there were 1,720,000 options outstanding.
The following tables summarise information about stock options and
warrants outstanding at 31 December 2021 and 2020, respectively:
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
Exercise
Prices NOK
Outstanding
and Exercisable
at 31 Dec 2020
Weighted
Average
Contractual
Life in Years
Weighted
Average
Exercise Price
NOK
24.00 50 000 2.16 24.00
40.00 36 000 2.41 40.00
40.00 55 000 2.00 40.00
75.00 30 000 3.17 75.00
30.00 350 000 4.25 30.00
TOTAL 521 000 3.62 33.76
Annual Report 2021
89
Annual Report 2021
The significant inputs into the model were weighted average share
price of EUR 1.47 (2020: EUR 2.20) at the grant date, exercise price
shown above, volatility of 53% (2020: nil), dividend yield of nil (2020:
nil), an expected option life of 3 (2020: nil) years and an annual
risk-free interest rate of 0.3% (2020: nil). 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.
Top 20 shareholders at 31 December 2021
Name Shares Percentage
Optimus Invest Limited 7 603 559 7.9 %
Myrlid AS 6 310 687 6.5 %
True Value Limited 4 896 125 5.1 %
Nordea Livsförsäkring Sverige AB 4 876 829 5.0 %
Swedbank Robur Ny Teknik 3 639 823 3.8 %
Symmetry Invest A/S 3 000 000 3.1 %
Formue Nord Fokus A/S 2 945 160 3.0 %
Hans Mikael Hansen 2 589 156 2.7 %
G.F. Invest AS 2 500 000 2.6 %
Stenshagen Invest AS 2 478 585 2.6 %
BNG Special Situations Fund 2 434 292 2.5 %
Saxo Bank A/S nom. 2 060 165 2.1 %
Kvasshøgdi AS 2 009 437 2.1 %
Riskornet AB 1 948 483 2.0 %
Ben Clemes 1 907 146 2.0 %
Nordnet Bank AB, nom. 1 875 921 1.9 %
Försäkringsaktiebolaget Avanza Pension 1 674 137 1.7 %
Nordnet Livsforsikring AS 1 474 154 1.5 %
Mikael Riese Harstad 1 342 136 1.4 %
Jörgen Hartzberg 1 321 044 1.4 %
Total shares owned by the 20 largest 58 886 839 60.9 %
Other 37 788 787 39.1 %
Total Shares Issued 96 675 626 100.0 %
23. Revenues
The Company’s revenue comprises the following:
Company - EUR 1000 2021 2020
Affiliate marketing services 44 970 33 464
Platform services 33 874 26 217
Other gaming revenue 3 730 3 346
82 574 63 027
24. 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 2021 2020
Odds setting fees - 409
Fraud costs 30 14
Platform and service provider fees 4 534 2 399
Software development services - 145
4 564 2 967
25. Other operating expenses
Other operating expenses include:
Company Parent
EUR 1000 2021 2020 2021 2020
Combined
Gaming taxes 201 91 - -
Consultancy fees 5 184 3 060 138 99
Other operating expenses 6 812 5 934 636 653
12197 9085 774 752
Included on the face of the Income Statement are marketing costs
amounting to EUR 23,005,461 (2020: EUR 14,899,989), out of which
EUR 11,655,787 (2020: EUR 8,572,408) relate to a platform customer
which is accounted for on a gross basis (sse Note 36).
Fees charged by the Company’s auditors for services rendered during
the financial period ended 31 December 2021 and 2020 are shown
below.
Company Parent
EUR 1000 2021 2020 2021 2020
Annual statutory audit 236 253 20 20
Tax advisory and compliance
services
97 94 3 3
Other non-audit services 162 31 - -
TOTAL 495 378 23 23
90
Annual Report 2021
26. Tax expense
Company Parent
EUR 1000 2021 2020 2021 2020
Current tax (income)/expense - current year 612 63 - -
Deferred tax (credit)/expense (Note 21) - current year -1 131 260 - -
-519 323 - -
Company Parent
EUR 1000 2021 2020 2021 2020
Profit/(loss) before tax -581 -17 361 -1 729 -1 487
Tax calculated at domestic tax rates to (losses)/profits in the respective
countries applicable
-507 306 -624 -2 431
Tax effect of:
Income subject to tax - - -1 355 -
Disallowed expenses 1 119 306 1 979 2 431
Movements in unrecognised deferred tax assets -1 131 -301 - -
Other differences - 12 - -
Tax expense -519 323 - -
The tax on the profit/(loss) before tax differs from the theoretical amount that would arise using the basic tax rate applicable as follows:
27. Employee benefit expense
Company Parent
EUR 1000 2021 2020 2021 2020
Gross wages and salaries 27 391 27 880 390 523
Employee costs capitalized as part of software development -7 995 -4 359 - -
Netwagesandsalaries,includingotherbenefits 19396 23521 390 523
Taxes and costs 2 020 2 194 - -
Share options (forfeited)/granted to employees 642 -337 - -
22 059 25 333 390 523
Company
The Company employed, on average: 2021 2020
Managerial 9 8
Administrative 455 496
464 504
28. Other income (expense) net
Company Parent
EUR 1000 2021 2020 2021 2020
Finance expense - net -6 272 -6 943 -565 -212
Other income (expense) - - - -
-6 272 -6 943 -565 -212
Included within Other income (expense) are exchange differences arising from transactions carried out in a foreign currency. As
described in Note 2.2, it is the Company’s accounting policy to present all foreign exchange differences within finance income or
finance costs.
Annual Report 2021
91
Annual Report 2021
29. Litigation
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.
30. Wages paid to the Company’s board of
directors and management
The principles for, and the fees paid to the Board of Directors are set
yearly by the Annual Meeting of Shareholders. For the Company’s
management, the policy is that the remuneration of the executive
management is based on a salary which reflects the tasks and
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 22). Fees below were expenses of the
periods covered by these statements.
The table below summarises payments made to key management
personnel in 2021 and 2020 (EUR 1000’s):
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
Tore Formo Management - 214.0 27.0 9.0 250.0
Justin Psaila Management - 200.0 98.0 9.0 3 07.0
Ben Clemes Management - 220.0 98.0 9.0 327.0
Chris Armes Management - 265.0 102.0 14.0 381.0
Jonas Warrer Management - 181.0 30.0 9.0 220.0
Claudia Ginex Management - 130.0 88.0 9.0 220.0
Claudio Caruana Management - 150.0 25.0 9.0 184.0
275.2 1 660.0 660.0 77.0 2 946.0
2020 Position Board fees Salary Other Option Expense Total
Petter Nylander Chairman 90.0 - - - 90.0
Helge Nielsen Board member 40.0 - - - 40.0
Henrik Persson Ekdahl Board member 42.5 - - - 42.5
Paul Fischbein Board member until May 19.3 - - - 19.3
Robert Buren Board member until May 17.4 - - - 17.4
Frode Fagerli Board member until February 5.7 - - - 5.7
Nicolas Adlercreutz Board member from May 31.1 - - - 31.1
Kjetil Garstad Board member from May 28.0 - - - 28.0
Richard Brown CEO - 270.0 43.0 5.8 318.8
Tore Formo Management - 170.0 21.0 - 191.0
Justin Psaila Management - 148.0 103.0 2.6 253.6
Ben Clemes Management - 180.0 32.0 - 212.0
Chris Armes Management - 265.0 65.0 7.0 337.0
Jonas Warrer Management from August - 185.0 4.0 - 189.0
Claudia Ginex Management from August - 80.0 2.0 - 82.0
Claudio Caruana Management from August - 130.0 16.0 - 146.0
Tim Parker Management until June - 82.6 3 7.0 3.6 123.2
Cristina Niculae Management until July - 87.5 38.8 1.0 127.3
273.8 1 598.1 361.8 20.0 2 253.7
92
Annual Report 2021
31. Related party transactions
Year-end balances arising from amounts due and loans from related
parties, and other transactions are as follows:
Company Parent
EUR 1000 2021 2020 2021 2020
Other receivables from
related parties (Note 16):
- subsidiaries - - - 26
32. Events after reporting period
On 22 December 2021, the Company signed a Share Purchase
Agreement to acquire the iGaming company Sportnco Gaming SAS.
To cater for the acquisition, certain amendments including the rollover
of the existing long-term loans in Sportnco, was approved by the
bondholders 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. Thus, the outstanding bond
amount as of today is SEK 550 million.
A Special Meeting of Shareholders on 20 January 2022 approved
to increase the number of authorized shares from 110,000,000
to 150,000,000, to cater for the share issues in relation to the
acquisition of Sportnco.
In February 2022, the Board of Directors granted 1,700,000 options
to key employees with an exercise price of NOK 22.00 per share,
exercisable with 20% after 1 January 2023, 30% after 1 January 2024
and 50% after 1 January 2025. All options expire on 31 December 2027
and are conditional upon employment at time of exercise. The options
were granted under the option plan approved by the Annual Meeting
of Shareholders in May 2019. After the grant, a total of 3,420,000
options are outstanding.
On 1 April 2022, GiG completed the acquisition of Sportnco Gaming
SAS, hereunder to issue new shares to the shareholders of Sportnco
and to SkyCity Entertainment Group Limited (“SkyCity”). GiG acquired
100% of the shares in Sportnco Gaming SAS for a consideration of
EUR 51.37 million, whereof EUR 27.87 million was paid in cash and
EUR 23.50 million in 12,623,400 new shares in GiG at a share price
of NOK 18.08. In addition, Sportnco will retain EUR 18.63 million of its
existing long-term loans. Also on 1 April 2022, GiG concluded a EUR 25
million directed share issue towards SkyCity issuing 13,487,500 new
shares in GiG shares at a share price of NOK 18.00 per share. Following
the share issues, the number of outstanding shares increased from
96,675,626 to 122,786,526.
As part of the transaction, GiG acquired the legal title of certain B2C
assets and liabilities owned by Sportnco. The B2C net assets have
been carved out in the SPA and have not been 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 B2C net assets must be disposed
by the vendor within twelve months from closing date. If no vendor
is identified after a period of twelve months, B2C net assets are
transferred back to current shareholders at no consideration.
As per the Share Purchase Agreement for Sportnco, closing
statements need to be completed within ninety days from date of
closing. As at reporting date, the status of the closing statements
are work in progress and the Company is only in possession of the
estimated closing statements. Therefore, other disclosures relating to
this business combination are deemed impracticable by management
as it is not yet in a position to accurately quantify goodwill, fair value of
each major class of assets and liabilities.
Any other subsequent events were already addressed in other
sections within this report.
33. 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 three remaining
at the end of 2020. Subsequent to year end, only two white-label brands
remained. These remaining white-labels are in process of converting
into SaaS agreements, pending certain regulatory changes. The majority
of white-labels were terminated and/or migrated to other white-label
platforms with the larger white-labels converting to SaaS agreements
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 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, and 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. This risk will be mitigated through a fixed pricing
model which is being adopted for platform services where possible.
Annual Report 2021
93
Annual Report 2021
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 licence 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 Company’s view that the responsibility for compliance with
laws and regulations rests with the customers for both the Media and
Platform segment. 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.
During November 2020, one of the Company’s subsidiaries was subject
to a review by the FIAU to scrutinise controls on money laundering and
counter terrorism. Management believes that the outcome of such review
is unknown and therefore deemed that no provision is required.
34. Statutory information
The Company, Gaming Innovation Group Inc. is a Corporation registered
in the state of Delaware, United States of America.
35. 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
EBITDA: Operating profit less depreciation, amortization and impairments
EBITDA margin: EBITDA in percent of 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 2021 2020 2021 2020
Revenues 82574 63027 66762 52164
Cost of Sales 4 564 2 967 471 392
Grossprofit 78010 60060 66291 51772
Personnel expenses 22 059 25 333 22 059 25 333
Depreciation & amortization 14 593 19 407 14 593 19 407
Marketing expenses 23 005 14 900 11 208 6 612
Other operating expenses 12 197 9 085 12 197 9 085
Totaloperatingexpenses 71854 68725 60057 60437
Operatingincome(loss) 6156 -8665 6156 -8665
94
Annual Report 2021
Malta(Headquarters)
@GiG Beach
Golden Mile Business Centre
Triq Id-Dragunara
St Julian’s STJ 3148
Latvia
Audēju street 15, floor 5th
Riga, LV-1050
Denmark
Nannasgade 28
2200 Copenhagen N
Spain
Avenida Ricardo Soriano 21
Marbella
Malaga 29601
UnitedStates
8359 Stringfellow Rd
St James City, FL 33956
Norway
Fridjtof Nansens Plass 6
0160 Oslo
Annual Report 2021