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AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported) August 9, 2023
name of registrant as specified in its charter)
Spectrum Center Drive
of principal executive offices, including ZIP code)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
registered pursuant to Section 12(b) of the Act:
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☒
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
2.02 Results of Operations and Financial Condition.
August 9, 2023, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the
three and six months ended June 30, 2023. A copy of the earnings release is being furnished as Exhibit 99.1 to this Current Report on
information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit
99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by the specific reference in such filing.
9.01. Financial Statements and Exhibits.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Reports Second Quarter 2023 Financial Results
deployment of GAN Sports continues now live in 9 states
continues evaluation of strategic alternatives
California | August 9, 2023: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American
B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting,
today reported its unaudited financial results for the quarter ended June 30, 2023.
Smurfit, CEO of GAN stated:
second quarter saw solid execution and progression of our business plan. We continued to see strength in international markets for B2C,
expanded our roll-out of GAN Sports, and made significant progress on the new GameSTACK 2.0 version of our technology platform. With
GAN Sports now live in nine U.S. states and the encouraging momentum we are seeing in our international markets, we would expect
our top-line performance to improve over the coming quarters and into 2024.”
an update on our strategic initiatives, we have received indications of interest from prospective bidders interested in acquiring all
or part of our business. A special committee of our Board of Directors, comprised of non-executive directors, is evaluating those alternatives.
The indications of interest are non-binding; no definitive agreements for a strategic transaction have been reached at this time. There
is no assurance that a transaction will take place, and no timetable for completion of any transaction.”
Quarter 2023 Compared to Second Quarter 2022
EBITDA was $(2.0) million versus $1.3 million. The decline was primarily related
to the decline in revenue in the B2B segment.
in thousands unless otherwise specified)
Company continues to work toward a swift resolution to its strategic review process and remains pleased with both the status of
negotiations and the options available to maximize shareholder value. The Company hopes to be in a position to offer a definitive
update in the near term.
to circumstances related to the strategic review, GAN will not host a conference call to discuss its quarterly financial results for
the quarter ended June 30, 2023.
is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the U.S. land-based
casino industry and is a market-leading business-to-consumer operator of proprietary online sports betting technology internationally
with market leadership positions in selected European and Latin American markets. In its B2B segment, GAN has developed a proprietary
internet gambling enterprise software system, GameSTACK™, which it licenses to land-based U.S. casino operators as a turnkey technology
solution for regulated real money internet gambling, encompassing internet gaming, internet sports betting and social casino gaming branded
as Simulated Gaming.
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including,
without limitation, statements regarding the Company’s strategic review, potential transactions, the Company’s anticipated
trends in revenues (including new customer launches) and operating expenses, the anticipated improvement in profitability, the anticipated
launch of regulated gaming in new U.S. states, the continued integration of Coolbet’s sports betting technology and international
B2C operations, as well as statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “forecast,” “estimate,” “may,” “should,” “anticipate”
and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important
factors that may cause actual results, performance, or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements including those risks detailed under “Risk Factors” in
our Annual Report on Form 10-K and subsequent periodic reports. Readers are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking
statements for any reason, except as required by law.
Performance Indicators and Non-GAAP Financial Measures
release uses certain non-GAAP financial measures as defined in Securities and Exchange Commission rules. The Company reports financial
results in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and also
communicates with investors using certain non-GAAP financial measures. These non-GAAP financial measures are not in accordance with,
nor are they a substitute for or superior to, the comparable U.S. GAAP financial measures. These non-GAAP financial measures are intended
to supplement the presentation of the Company’s financial results that are prepared in accordance with U.S. GAAP.
The Company excludes depreciation and amortization in certain segment calculations.
The Company defines B2B Gross Operator Revenue as the sum of its B2B corporate customers’ gross revenue from virtual simulated
gaming (SIM), gross gaming revenue from RMiG, and gross sports wins from sportsbook offerings. B2B Gross Operator Revenue, which is not
comparable to financial information presented in conformity with U.S. GAAP, gives management and users of our financial statements an
indication of the extent of transactions processed through the Company’s B2B corporate customers’ platforms and allows management
to understand the extent of activity that the Company’s platform is processing.
The Company defines B2B Take Rate as a quotient of B2B segment revenue retained by the Company over the total Gross Operator Revenue
generated by our B2B corporate customers. The B2B Take Rate gives management and users of our financial statements an indication of the
impact of the statutory terms and the efficiency of the commercial terms on the business.
The Company defines B2C Active Customers as a user that places a wager during the period. This metric allows management to monitor
the customer segmentation, growth drivers, and ultimately creates opportunities to identify and add value to the user experience. This
metric allows management and users of the financial statements to measure the platform traffic and track related trends.
The Company defines B2C Marketing Spend Ratio as the total B2C direct marketing expense for the period divided by the total B2C
revenues. This metric allows management to measure the success of marketing costs during a given period. Additionally, this metric allows
management to compare across jurisdictions and other subsets, as an additional indication of return on marketing investment.
The Company defines B2C Sports Margin as the ratio of wagers minus winnings to total amount wagered, adjusted for open wagers at
period end. Sports betting involves a user placing a bet on the outcome of a sporting event with the chance to win a pre-determined amount,
often referred to as fixed odds. Our B2C sportsbook revenue is generated by setting odds that are intended to provide a built-in theoretical
margin in each sports bet offered to our users. This metric allows management to measure sportsbook performance against its expected
Management uses the non-GAAP measure of Adjusted EBITDA to measure its financial performance. Specifically, it uses Adjusted EBITDA
(i) as a measure to compare its operating performance from period to period, as it removes the effect of items not directly resulting
from core operations, and (ii) as a means of assessing its core business performance against others in the industry, because it eliminates
some of the effects that are generated by differences in capital structure, depreciation, tax effects and unusual and infrequent events.
The Company defines Adjusted EBITDA as net loss before interest expense (income), net, income tax expense (benefit), depreciation and
amortization, impairments, share-based compensation expense and related expense, restructuring costs, and other items which the Board
of Directors considers to be infrequent or unusual in nature. The presentation of Adjusted EBITDA is not intended to be used in isolation
or as a substitute for any measure prepared in accordance with U.S. GAAP and Adjusted EBITDA may exclude financial information that some
investors may consider important in evaluating the Company’s performance. Because Adjusted EBITDA is not a U.S. GAAP measure, the
way the Company defines Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in the industry.
President, Investor Relations & Capital Markets
Coleman or Davis Snyder
Statements of Operations (Unaudited)
thousands, except share and per share amounts)
Excludes depreciation and amortization expense
Revenue and Gross Profit (Unaudited)
by Geography (Unaudited)
Revenue is segmented based on the location of the Company’s customer.
Normalized Revenue (Unaudited)
The adjustments are based on the effects of a normalized sports margin of 7.0% for quarters in 2023. Normalized revenue to gross
gaming revenue ratios are based upon a rolling four-quarter average for each quarter within the B2C segment. Sports margin is the ratio
of GGR to total amount wagered, which allows management to measure sportsbook performance against the expected outcome.
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
No definition available.
Area code of city
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Address Line 1 such as Attn, Building Name, Street Name
Address Line 2 such as Street or Suite number
Name of the City or Town
Code for the postal or zip code
Name of the state or province.
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
Indicate if registrant meets the emerging growth company criteria.
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Two-character EDGAR code representing the state or country of incorporation.
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
Local phone number for entity.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
Title of a 12(b) registered security.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
Name of the Exchange on which a security is registered.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
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