Bragg Gaming Group Inc

NASDAQ:BRAG

Earnings Call Transcript 2022-Q1

[Operator]

Good morning. My name is Rob, and I will be your conference operator today. At this time, I would like to welcome everyone to the Bragg Gaming Group First Quarter 2022 Results Conference Call. [Operator Instructions]

Yaniv Spielberg, Chief Strategy Officer, you may begin your conference.

[Yaniv Spielberg, executive]

Good morning, everyone, and thank you for joining Bragg's first quarter of 2022 results presentation. You'll hear today that our first quarter was our best quarter to date. We couldn't have done it without the hard work of every single member of our team, Slovenia, Malta, Las Vegas, Reno in other places. So before we start, I want to take a moment and thank everyone for their hard work and continued hard work.

With that said, I'm going to ask everyone to turn to the second page and look at the safe harbor statement. Please familiarize yourself with the safe harbor statement on the second page, as some of the comments that Ron and I will make today will include forward-looking statements as defined in the safe harbor statement.

With that, I'll begin the presentation, and then I'll pass it to Ronen Kannor, who will host it with me this morning to discuss today's financials. Today, we'll discuss our quarterly highlights. We'll also discuss the strategic focus and focus on the content production that we've ramped up. We'll talk about M&A, licensing in new markets. Ronen will walk you guys through the financials and guidance, and then we'll conclude with an outlook and conclusion, at which time we'll open the line for questions.

Thank you very much, everyone, for joining. I want to start with the quarterly highlights.

The first quarter of 2022 was a strong quarter, with strong growth driven by ongoing content and platform expansion, and new market strategy. You'll see that the first quarter strong financial performance, the strongest we've had to date. First quarter 2022 revenue came at EUR 19.4 million. That's 36.4% growth on our first quarter of '21. The adjusted EBITDA for the first quarter came in at EUR 3 million, which is 26.2% growth on our first quarter of '21. And of course, our gross profit margin increased by 490 basis points to 51.8%. There's also been first quarter business momentum. Very strong revenue in Q1 was driven by underlying recurring revenue and recent new market expansion, successful launch of new proprietary studio, Atomic Slot Lab, 2 titles that were released in Europe. We will talk about that more in a few slides. And then, of course, the continued successful rollout of new market strategy.

We're live in the Czech Republic and Bahamas, and we continue our growth in the U.K., Switzerland and Spain. Recent developments include going live in Ontario. Ontario market opened up for operators on April 4, and Bragg is a fully licensed gaming-related supplier in this new regulated market. We also entered the regulated Portuguese iGaming market for the first time with the Betclic launch. And we continue to grow our presence in the Dutch market, announcing our third and fourth PAM customer, the brand 711 and Betnation.

I want to shift gears and talk about expanding our strategic focus on content. It started, as I'm sure you guys are aware, with the acquisition of Wild Streak in June of 2021, and we continue to focus on content, as it becomes a very important factor in our success story. And I want to talk to you about the benefits of the proprietary and exclusive content expansion on Slide 7.

You'll see that we continue to invest in our in-house gaming content and to integrate new exclusive content providers. We break down our content into 2 categories. We have our proprietary content, which you can see on the slide, Slide 7, at the top, and then the exclusive content providers at the bottom. The expansion of proprietary content is expected to drive gross profit and EBITDA margins. The proprietary content from our in-house studios, we capture approximately 100% of the revenue. The content from partner studios, we capture about 25% to 35% of the revenue. And we now have 4 in-house content studios, which include Wild Streak, Spin, when it closes, Atomic Slot Lab, and of course, the Oryx Studio.

We also have exclusive content that comes from our exclusive partners. Regular and diverse exclusive content from partner studios offers portfolio diversification and geographical differences. Games are built on our remote gaming server, are not available anywhere else in the market. We have diverse and localized portfolio where we can tailor to the European market, to the North American market, and then upon expansion to other markets. And of course, we're leveraging proven track record in bringing land-based brands online, balanced with a selection of new high-quality online-first studios.

And so, I want to focus on the Proprietary Studio update on Slide 8. And you'll see on the slide that we have really 3 studios that we can discuss on the slide, but 1 of the studios, the acquisition of Wild Streak, is broken down to online and land-based. Wild Streak, as you guys remember, is an acquisition that we did in June of 2021. We're on track to release 5 games via our partnership with Pragmatic Play this year. So far, the successful partnership, which was established with Pragmatic Play last year, resulted in total 7 games that were released and are currently live. These games that are released by Wild Streak show strong player retention and continued growth in the numbers. And of course, there's also other success stories of the Wild Streak online content, which have been released in other markets, like the Dragon Power, which had a record quarter in New Jersey in the first quarter of 2022, and was also recently launched in Michigan and West Virginia.

The strength of the Wild Streak brand also resonates really well in the land-based. Wild Streak land-based has agreements with IGT with Sega Sammy. One game has already been released at IGT in 2022, with 4 additional games currently in development. The last 3 games that were released by the Wild Streak Gaming land-based version, all made it to the top 25 Eilers-Fantini New Core Game Report with increase in sales, and the success of the IGT deal resulted in IGT actually extending the deal with Wild Streak for additional 4 titles which will start developing and deliver in the months and the years to come.

There has also been 4 titles that launched this year with Sega Sammy, including the well-known online brands, Congo Cash and Fairy Dust, and these will go into the land-based with Sega Sammy in second quarter and third quarter of 2022.

In addition to that, as we discussed on our last earnings call, we've also created a new studio -- a new in-house studio called Atomic Slot Lab, the launch of the new studio with high-quality content, focusing on the European market. We released our first game, Egyptian Magic, in the first quarter, which was a top 5 game ever released on our platform, on our RGS, our remote gaming server. We also released Fairy Dust which launched in the first quarter, towards the end of the first quarter of 2022, with increasing success. Total of the 11 titles to launch this year in Europe through the Atomic Slot Lab and 10 titles to be launched in the U.S. with customized math, line count and other game variables for each market.

The beauty and our ability to tailor games for the European and North American market is that we're able to leverage well-known brands, exceptional math and exceptional graphics to tailor to the different markets, the European market and the North American market, with growing success.

And then, of course, finally, our Oryx Studio, which has been in operation for quite some time, has been revamped with new leadership, growing team and talent, and we revitalized the identity and quality of the game design and production, given what we've learned from the Wild Streak Gaming and the Atomic Slot Lab. 6 new games are planned to launch in this calendar year, with our North American debut also expected this year with custom U.S.-specific math.

With that said, I want to focus on Slide 9 on the game release road map, both the proprietary and the exclusive content. You will note that in prior years, we had game releases in Europe and the rest of the world, mostly from partner studios, which were exclusive but not proprietary. If you look at 2022, you'll see that we're going to release 22 games out of 49 games that are proprietary games, in Europe and the rest of the world, and we're going to release 22 games out of 39 games -- proprietary games in North America. This is important because quality is more important than quantity for us. The key point here that we want to drive is that we move from 20% proprietary content to about 45% proprietary content. And so, we keep more of the revenue. Releasing 88 games in a year puts us up with top game publishers in the industry.

To name one, Evolution Gaming, which includes Evolution, NetEnt, Red Tiger, and Big Time Gaming also announced by coincidence that they'll release 88 games in 2022. Forty-9 games that are released by us in Europe equate to almost 1 new game per week, and operators generally would struggle to take more than 1 game per week from 1 supplier. So it really ties in nicely for 1 game per week in the European market, both proprietary and exclusive content, and as we roll out our North American strategy, a similar strategy for the North American market with proprietary and exclusive content.

With that said, I want to move on Slide 10 to M&A, licensing a new markets. Updating you on the Spin transaction. We've talked about it a lot. We're hoping to close. I can assure everyone that we've submitted all the last documentations that were required for the Pennsylvania Gaming Control Board, and have been sitting on their desk for review and consideration. We're hoping to be included in the May 18 agenda for the Pennsylvania Gaming Control Board. Once we get the approval from the Pennsylvania Gaming Control Board on the licensing of the individual and the entities, we'll be able to close the Spin transaction. Despite the length of time that it's taking to close the Spin transaction, I assure you, like I assured you in last quarters, we've been working as 1 unit with respect to the prospective deals in the North American market. We've been working with the lab.

We've been working with agencies to get everything sorted. So once we get the clearance from the regulators, including the Pennsylvania regulator, we can hit the ground running and then have the Oryx technology, the Wild Streak games, the Oryx games distributed through Spin in the U.S., and of course, in Ontario.

On Slide 12, you'll see that we continue to roll out our content and technology in newly regulated markets in Europe, North America and globally. New licenses and new market entries include the Ontario, Canada market, which I discussed. We obtained our Supplier Gaming License in March, and the market rolled out as legal on April 4. In Bahamas, we obtained our supplier license in the first quarter, and we launched with Island Luck in March. In the Czech Republic, we had the first market entry in February, taking content live with the SYNOT Group.

We also had content agreement signed with Microgame, which is Italy's largest distributor of online casino games, in preparation for market entry later this year. We got our PAM, our Player Account Management certified for the Czech market in preparation for our Player Account Management launch with Merkur later this year as well. We announced that in November of '21. And of course, we continue to roll out content in the United Kingdom, launching with SkillOnNet in January.

So far, we've shown great progress in North America. We really are expecting to obtain our Pennsylvania license in the second quarter of '22. This, of course, paves the way for the completion of the Spin Games acquisition in the second quarter and subsequent U.S. content rollout in the third quarter of '22. As I mentioned, we're working closely with Spin and the regulators to make sure that once we get the license and once we close the transaction, we have a smooth rollout of licensing and certification from the laboratories so we can hit the ground running. We've also applied this quarter for supplier license in British Columbia, and we're hoping to leverage the Spin agreement with the BCLC and provide our content to the BCLC in BC in Canada.

As you guys are aware, we continue to work on licenses and certifications in various markets. On Slide 13, you'll see that Bragg's addressable market continues to expand rapidly as online gaming companies grow aggressively and land-based companies look to migrate online. Bragg expects to enter the North American market with our own proprietary content and exclusive content in the third quarter of '22. We've started the rollout in Canada, in Ontario, with 888. We're hoping to get our final approvals from the U.S. regulators in this quarter, and roll out our content, proprietary and exclusive, in the third quarter. Then in the first quarter of 2022, Bragg's total addressable market equates to about $13.5 billion, including the United Kingdom, Germany, Netherlands, Greece and Canada.

As we continue to get our licenses and certifications, we're expecting to grow the total addressable market by the end of the fourth quarter to $21.5 billion, which will include our existing markets, but also going live in Italy, United States, rolling out Canada, including Ontario and BC, and other new markets. If you look at the future, we're estimating that by the end of 2026, including the growth in the North American market and the European market, Bragg's total addressable market will be at about $43 billion, and that presents an immense opportunity for revenue diversification, revenue growth and increasing customer base to grow our revenues well into the future.

I'd like to turn the presentation to Ronen to discuss the financials and the guidance for the first quarter of 2022 and the rest of the year.

[Ronen Kannor, executive]

Thank you, Yaniv, and good morning, everyone. I'll begin my comments on Slide 15. The first quarter revenue was up by 36.4% year-over-year to EUR 19.4 million, and up by 22.9% from the previous quarter, representing the record quarter we ever had. This performance derived mainly from the organic growth from its existing customer base, the onboarding of new strategic customers in various jurisdictions, mainly in the Netherlands, in the PAM and Managed Service segment. In addition, we had a strong revenue performance from Wild Streak Gaming, the business we acquired in June 2021.

From a KPI perspective, the total wagering generated by games and content offered by Oryx and Wild Streak in the period was up by 0.8% from previous year to $3.8 billion and 23% growth from the previous quarter. As you can see from the wagering chart on the right-hand side, the new German market restrictions on game play had an effect during Q3, 2021, but ever since we have been seeing a positive trend and momentum. Also with note that last quarter, we have continued to retain 100% of our customers since 2019. And while our customer retention remains solid, our dependence on our top 10 customers has slightly changed. Revenue for our top 10 customers was up by 12% to 75% of the total revenue compared to 62% in Q1, 2021, the trend we expect to improve over the next few quarters.

The gross profit increased by 50.7% to EUR 10 million, with margins increasing as well by 4.9 percentage points to 51.8%. This is primarily attributed to higher proportion of revenue derived from our platform and managed services, alongside with Wild Streak proprietary games revenue, which has no cost of sale. And this compares to licensed games and content, which have third-party costs associated.

Adjusted EBITDA for the quarter was up by 26% to EUR 3 million, with adjusted EBITDA margin reaching 15.3%, decreasing just by 1.2% from the same period in the previous year. but with an improvement of 5.5 percentage points from the previous quarter. The decrease in margin is mainly the result of scale and improvement in the product mix of PAM and managed services, offset by the increased salaries and subcontractor costs as part of the corporation strategy of investment in its expansion of its software development product and senior management functions.

Now turning to Slide 16. As I mentioned earlier, our entry into new markets, in particular the Netherlands, has been exceptionally strong, coupled with new client wins and a ramping up with operators launched earlier in the year, gave a significant momentum to this financial year. During the quarter, the new '21-2022 business revenue was up by 58% quarter-on-quarter, driven by new market launches. Existing client revenue excluding Germany, has also seen a marked step-up in growth from Q1, 2021 by 43%, but 6% drop from the previous quarter, but this is due to seasonality.

Wild Streak revenue was up by 35% from the previous quarter, as a result of strong performance of in-house built games. And the underlying recurring group revenue, including license Germany, increased by 22% quarter-over-quarter. As you can see from the right-hand side, we presented the Q1 '22 underlying business revenue mix that is moving into Q2 and for the whole year, after offsetting the headwinds from the German market since the new regulatory changes took place in July 2021. So overall, the new business pipeline, new market entry and more focused sales under the 2022 financial year revenue guidance.

Slide 17, the gross profit expansion. As you can see from the revenue and gross profit margin line, the gross profit margins are in the growth momentum since Q2, 2020. We're scaling up in line with the revenue growth and movement in the product mix, as presented in the bottom of the slide. The product mix changed since third quarter of last year, and now trending towards PAM, managed services and proprietary content, while improving gross profit margin and profitability. As we indicated in the past, platform and proprietary content products are carrying no third-party costs, which gives us the ability to scale up gross profit margins. The PAM and managed services improved the Q1, 2022 gross profit margins as a result of strong performance of the new Dutch customers.

In Slide 18, it's important to demonstrate that our continued growth complemented by substantial margin expansion. We highlighted the point of proprietary content, the Player Account Management and the managed services, and this slide illustrates why it is so important for our growth and profitability. The gross profit margin in 2020 was 43% and the adjusted EBITDA margin was just 11.9%, as we were selling mostly third-party gaming content, while PAM and managed services accounting of less than 11% of the total revenue. As we transition to a higher proportion of platform, managed services and proprietary content exchanges started last year, you can see the effect in this quarter results, with gross profit increased by 8.3 percentage points and adjusted EBITDA by 3.4 percentage points, reaching 51% of gross profit margin and about 50% of adjusted EBITDA margin.

As we look into the future, our target to achieve high gross profit of approximately 60% with adjusted EBITDA of 25%, as the operating leverage expected to increase, given limited growth in employee costs and other overheads.

In Slide 19, revenue and adjusted EBITDA. On this slide I will detail how we reconciled our operating loss to positive adjusted EBITDA in this quarter. Adjusted EBITDA amounted to EUR 3 million and a 15.3% margin against an operating loss of EUR 0.2 million. The gap can be explained by the following non-cash exception items: depreciation, amortization and increase in intangible amortization as part of the Wild Streak acquisition in June, 2021, the share based payments, awards granted to senior management in Q1, 2022 compared to DSU -- composed of DSUs, RSUs and share options, and transaction acquisition costs associated with the corporation M&A strategy.

Moving to Slide 20. At the end of March 2022, Bragg had a solid balance sheet and continues to deliver strong cash flow performance. Cash balance as of March 2022 was EUR 18.4 million compared to EUR 16 million at December 31, 2021, with no debt facilities in place. Net working capital was close to EUR 6 million compared to EUR 11.6 million in the beginning of the year. We continue to project positive free cash flow from operations. And as a reminder, our business strategy requires little CapEx related to the technology and debt requirements. From a cash flow perspective, in the 3 months ended March 2022, we generated EUR 3.8 million from operating activity, while investing EUR 1.2 million in software development costs as part of the investment in our technology.

The 2022 guidance. We reiterate our full year 2022 revenue guidance of EUR 68 million to EUR 72 million and adjusted EBITDA of EUR 9.5 million to EUR 10.5 million.

With that, I will turn the call back to Yaniv, following that, back to the operator so Yaniv and I can take your questions. Thank you.

[Yaniv Spielberg, executive]

Thank you, Ronen. As everyone heard on this call this morning from Ronen and I, the first quarter has proven to be our best quarter on record to date. We continue our strong revenue growth, which is driven by underlying recurring business in new markets. We successfully launched new proprietary content studios and expanding our exclusive game roadmap. We continue to grow our total addressable market which we project to reach $21.5 billion by the end of the year. We're increasing our gross profit margin, our adjusted EBITDA margin, which are all driven by changing in our product mix. And of course, we show solid financial flexibility with a debt-free balance sheet. And so the strong Q1 2022 performance sets the foundation for a continued successful execution of our growth strategy.

With that, I want to thank everyone for joining us today, and I want to thank the entire Bragg team for a very successful quarter, and we can turn into the questions section now.

[Operator]

[Operator Instructions] Your first question comes from the line of Neal Gilmer from Haywood Securities.

[Neal Gilmer, analyst]

Congrats on the strong quarter guys. Maybe I want to start off with you've maintained your guidance, and obviously, it was a great Q1. Can you give us a little bit of color on the mentality of sort of maintaining that? Obviously, it's a conservative approach. I get that it's early in the year. But is there some seasonality that we should be expecting, that little bit softer Q2 and Q3? Or is the pending Spin Games acquisition -- obviously, this has taken longer to close than expected to sort of factoring in until you sort of get that closed and have more visibility to run through that revenue line?

[Yaniv Spielberg, executive]

Yes. I think that you kind of answered the question that you posed. The answer is we're taking a conservative approach, but the reality is there is some seasonality that is built into our forecast. It's been a very strong quarter and we can say that the momentum is continuing into the rest of the year. But it's really early on in the year, and it's difficult to predict what the rest of the year would look like. On the revenue side, it's simple. I mean, we're doing better than we're expecting, and we are very confident and comfortable that we're going to over-deliver this year again. On the EBITDA side, we know that there is a lot expenses that are going to be build into our U.S. rollout expansion. So we've decided at this stage to keep the guidance as is for now, and then we monitor the situation once we finish the second quarter. If it continues to be as strong as we expect, then we will update the guidance. Ronen, have I missed anything?

[Ronen Kannor, executive]

I couldn't agree more, Yaniv.

[Neal Gilmer, analyst]

Maybe just for my second question. Just to talk a little bit more about the strategy with respect to proprietary content versus partnerships. You had on one of your slides there sort of what your target profile is. Can you give a little bit more color on sort of how you think about why you have that mix versus going more proprietary, that obviously comes along with the higher margins? Is that just sort of diversify or just what you're thinking sort of more longer term as you sort of establish that proprietary content?

[Yaniv Spielberg, executive]

So look, if you recall on the slide, on Slide 7, you talked about the benefits of proprietary and exclusive content. In an ideal world, of course, we want all the content to be proprietary to us, but there's limitations what we can and can't do. And if you think about the global expansion of the business, we need to have tailored approach to different markets that we operate in. Wild Streak is doing exceptionally well in the markets that it is. Atomic Slot Lab is doing exceptionally well in the markets that it is. But there's other markets that are German-speaking, therefore, GAMOMAT does really well. And then there's rollout in the U.S. where land-based companies like Blueberi will resonate really well with the players. And so to be versatile enough and to have a good approach to a growing market, you want to have a lot of content that comes from mostly proprietary and exclusive, but you have to have some sort of a growth strategy where you kind of capture the rest of the world as well.

[Operator]

Your next question comes from the line of Matthew Lee from Canaccord Annuity.

[Matthew Lee, analyst]

Congrats on the quarter as well. So let's maybe talk about the growth drivers here. It seems like Germany is probably flat. North America really hasn't taken off the ground yet. So what's kind of pulling the wagon here?

[Yaniv Spielberg, executive]

Ronen, do you want to take that?

[Ronen Kannor, executive]

Yes. So we had -- again, it's an exceptional quarter. Continuing with the fourth quarter, we've seen that the Dutch market is performing well, more than we expected. As you reminded, we have a couple of operators. Among them, we have 2 platform customers performing exceptionally well. As you rightly said, Germany is actually relatively flat according to our expectations. License hasn't been approved yet. Only 1 was approved a few days ago. We're waiting to see how the market is evolving. We still have a lot of lineup customers still operating on the German market. So I think it's going to be -- when the news will come in the next few weeks, hopefully, we would be able to see probably more traction there.

And as you rightly said, the U.S. market is still not operational from our perspective. We're waiting for the Spin transaction to close, and then we'll be full speed over there. So just to recap, its the Dutch customers which are performing well. Also, we have other jurisdictions that we're starting. U.K. is performing well according to our expectations. We have other markets that we're enhancing and we're rolling our content in. So it's all a mixture, but with the highlight that the Dutch market is performing better than we expected.

[Yaniv Spielberg, executive]

And Matt, I want to add one last thing. It's a pretty positive that the Dutch -- sorry, the German government had issued a license so far, which I think is on track with what we were hoping to see some traction with licensing in Q2 and Q3 and for the rest of the year. And so we are hoping that the relatively flat line that we forecasted for the German market will start picking up again once the licenses are issued and enforcement is carried.

[Matthew Lee, analyst]

And then maybe on the North American front. Can you just give us an update on the progress you're seeing, particularly in the Ontario market that just opened?

[Yaniv Spielberg, executive]

Yes. So, the Ontario market has been open for months now. We have one agreement that we discussed in the public market day-to-day agreement. We have a lot of other agreements in the background that we're working on and finalizing. And so, the agreements with the operators is 1 thing. And the second side of this equation is licensing of -- licensing and certify our proprietary and exclusive content for the Ontario market, and certifying our platform for the Ontario market. We're in the final stages of doing so, and we internally believe that next month in June, we will roll out a lot of big operators that everyone would know, and some of our proprietary content that has been doing really well in the rest of the world.

[Operator]

Your next question comes from the line of Adhir Kadve from Eight Capital.

[Adhir Kadve, analyst]

Congrats on the quarter here. I wanted to touch on your iGaming, the platform strategy. I know you obviously pointed out that you're seeing a lot of interest in the platform strategy in the Netherlands. But maybe what about some of your other jurisdictions that you've entered into? Do you think that the platform strategy could become maybe more important to the overall strategy as we move forward?

[Yaniv Spielberg, executive]

So that's a great question. I think that it's important to note that the iGaming platform strategy is important for the business overall, because, when you own the iGaming platform and you do the full turnkey solution, you're getting a percentage of rev share for all the services that come around as well. You're talking about the content, you're talking about the managed services, you're talking about the player engagement, you're talking about the Player Account Management. And so, it presents an immense opportunity to, on the one hand, increase the revenue, but also increase our profitability, as most of it is tech.

You mentioned correctly that in the Dutch market it worked really well. And I think it's a function of how the Dutch market transitioned from gray/black to white. We see a similar effect in other European markets. We have a platform customer in the Czech Republic that is going to go live. And of course, we have a lot of platform customers in Germany waiting to go live once the regulation takes place. For the North American market, it's slightly different because I think capital markets, for the most part, dictate for big operators to own their own platform. And therefore, you see the big guys drafting spend to BetMGM, owning or having exclusive ownership of the platform.

It does give us an opportunity with land-based operators going online for the first time, and we're in various discussions with some of these. And it also gives us an opportunity for some of the operators that are transitioning from a gray/black market to a white market where the platform is not certified for the white market, and they'll be looking for a platform that can carry them through the white market, so -- or at least the licensed market. And so, it gives us an opportunity to actually own the bigger value of the chain.

[Adhir Kadve, analyst]

For my second question, I wanted to ask just about the Italian market entry. You had mentioned, I think, on one of the slides that you intend on going live in the Italian market later on this year. Given that that's the second largest gaming market in Europe, what are your expectations for that market? Would you have like a similar strategy to maybe the U.K. market, given the similar levels of maturity in that market? But I'm just thinking that could be a pretty big part of your strategy as well going forward. Maybe your thoughts on that.

[Yaniv Spielberg, executive]

Yes. So you're right. I mean, the Italian market is a mature market. From a licensing and certification standpoint, it's slightly different than other markets that we operate in because most of the regulatory burden is on the operators. And therefore it takes a lot longer for the operators to certify B2B providers. We've signed a deal with [indiscernible] Gaming to deliver our content to them. It's really on them to get all the paperwork and certification ready for launch. We're expecting the launch to come, as we said, in the third quarter. But the approach in the Italian market is similar to the U.K. market, as you mentioned, is to sell content. And therefore, going back to Neal's question, localized content becomes really important, because we don't typically produce content or we don't produce proprietary content for every market that we're in, and therefore, partner exclusive studios become important in these markets where we can get tailored content for these markets that will resonate well with the players in that market.

[Operator]

Your next question comes from the line of Sid Dilawari from Cormark Security.

[Siddhant Dilawari, analyst]

Maybe if you can talk about some of the specifics regarding the regulatory hurdles you're facing on closing the Spin acquisition. I know you guys are working towards it, and hopefully, it should be closed by Q3 based on your guidance during the call. But maybe if you can give us some specific as to why it's taking so long? Because I think initially you already announced this acquisition that was supposed to be closed in Q4.

[Yaniv Spielberg, executive]

So actually, I really -- I'm really happy that you posed the question, because I want to set the record straight. And I think that when we did the transaction back in the day, there was some indication from past management that the transaction will close in Q4. But for those of you who are well versed in U.S. regulatory framework, especially as it relates to iGaming and sport betting, you will know that in the U.S., licensing regime is very, very complex, and it's on a state-by-state level. So every state where we're applying for, has its own regulator, whether it's the DGE in New Jersey or the Michigan Gaming Control Board or the Pennsylvania Gaming Control Board or Connecticut.

It is well known that Pennsylvania is strict -- is very strict and licensing in Pennsylvania, it takes anywhere between 12 to 18 months. In Pennsylvania, unlike other jurisdictions, say New Jersey or Michigan, there's no such thing as a transactional waiver. And so in Pennsylvania, you actually have to get fully licensed. And when I say fully licensed, it's all personnel, senior management, so CEO, CFO, COO, myself and others, and then every entity in the organization from the top co, Bragg Gaming Group, all the way to the R&D development company in Malta.

With that said, you can imagine that it's taken a long time to get all the paperwork sorted. Someone sent me a screenshot from the Pennsylvania Gaming Control Board yesterday.

We've submitted our application to the Pennsylvania Gaming Control Board in August of last year, and we've gone through the process of interviews, discoveries, whatever else they need to do. The process hasn't taken longer than what typically takes for Pennsylvania. I think it's about the expectations that were set to the market. And so, Sid, thank you for doing it. We're of the view that we're almost done. We've done all the interviews. We've submitted all the documents and been sitting on the Pennsylvania Gaming Control personnel for approval and to be sent to the board. We're hoping to hear back from them and to be put on the agenda for the May 18 meeting. And if we are on the May 18 meeting and we get the license, then we'll be fully ready to close the Spin transaction. So I appreciate the question. I think it's good to set the record straight on that.

[Siddhant Dilawari, analyst]

And then you -- just in terms of your PAM slide here, I guess, back half of the year is more related towards like the growth largely driven by North America, Italy, as on the new market launches when you talked about during the compared remarks. But just talking about the first half here, is it -- can you maybe talk about if that's going to be driven largely by the U.K. and maybe if you have some initiatives going on there to sort of have some new launches in the U.K. market? And maybe just talking about Netherlands, or how is the Netherlands performing? I know last few quarters has been really strong. So if you can give some color on that, that would be great.

[Yaniv Spielberg, executive]

Yes. So I think that the answer is, well, the Dutch market has been performing really, really well for 2 quarters. I mean it's pretty much has gone live in Q4 of '21, and it continues to perform really well in Q1 of '22. As the Dutch market expands, and when I say expands, as the regulators issue more and more B2C licenses, we are actually onboarding more and more customers. And so proportionately, we feel that we're still a very big chunk of the market, and I think about 20% of the gaming market in terms of the GGR. It has been a very good launch, and we've taken what we learned from that market, and we're applying it to other markets. So we've launched in the Czech Republic, and it's been going quite well. I mean, the U.K. market is different, as we discussed earlier, from someone else's question.

It's a mature market. So the opportunity for PAM and iGaming platform are more rare. And so we're doing a content-first approach in that market. And it's very similar to the Italian market. And so I think the growth that you've seen so far comes from the new markets that we've entered in 2021, the Dutch market to Czech market, some U.K. market. And the growth that will continue in '22 and on to '23, you'll see growth in the North American market, Ontario market, D.C. market, and of course, the U.S. once we close the Spin transaction and get the licenses and the certifications to go live.

[Siddhant Dilawari, analyst]

And then just one last one for me. How is the search going for SPO here? Any updates or progress or share on that front?

[Yaniv Spielberg, executive]

Yes. So, based on the latest information that I have from our Chairman, the search is almost done. I think that they zoomed in on the top candidates, and it's just a matter of agreeing or negotiating on terms. Based on what Paul Godfrey had said to me, it will be done this month.

[Operator]

Your next question comes from the line of Lisa Thompson from Zacks Investment Research.

[Lisa Thompson, analyst]

So I have a few questions about Spin, right. From the date of May 18 to -- how long is it going to take for you to start booking revenues from Spin?

[Yaniv Spielberg, executive]

Ronen -- in terms of -- Lisa, do you refer to the closing of the transaction or in terms of the accounting?

[Lisa Thompson, analyst]

Well, you said that you were trying to get on the agenda from May 18, right? If that happens, how long does it take from that date to start chilling Spin --?

[Yaniv Spielberg, executive]

I understand. So Ronen will correct me if I'm wrong, but there is revenue in Spain already. And so assuming that we're on the agenda for the May '18 that we closed this month, we'll start generating revenue as Bragg from Spin on day 1, because that revenue will become Bragg revenue.

[Ronen Kannor, executive]

Yes.

[Lisa Thompson, analyst]

Okay. And then what happens after that as far as rolling it out?

[Yaniv Spielberg, executive]

So the plan for us, we've been working closely with Spin since we signed the deal. We've gotten our platform certified or we're working on getting the platform certified by the regulators and the lab, whether it's the TGE or GLI. And then, of course, getting our content on their RGS and their content on our RGS, so we can upsell, cross-sell to their existing customers, which are the biggest U.S. operators, the DraftKings, the FanDuel, the BetMGM, the RSIs of the world. And so once we close the transaction and we're one of the same, you will see cross-selling and upselling of our technology and our content to the Spin customers.

[Lisa Thompson, analyst]

Ronen, so you say that Q2 is typically down 5% sequentially. Does the Spin closing or any other factors change that this year?

[Ronen Kannor, executive]

No, Lisa. We assume that we will -- when Spin will close, we assume the 31st of May, which is the latest that we could assume. It doesn't affect the Spin ones, specifically the seasonality we applied for the main business. But yes, we normally seen Q2, Q3 is slightly lower than the quarters of the first and the fourth. And Spin, there's no change in our assumptions for Spin revenue, consolidated effective for the 1st of June.

[Lisa Thompson, analyst]

And I was -- didn't really get to read the whole MD&A yet, but I was shocked to see that Netherlands was almost half of revenues. Is there any differences in gross margin between the geographies? Or is everyone pretty much the same?

[Ronen Kannor, executive]

No. First off, it's a good question. So we are making better margins in territories, in states or countries where we're rolling our PAM and managed services. This makes a lot of sense because when we're distributing our content -- and also we're leveraging our technology and services, we can increase our -- part of our wallet from a customer and actually increase our margin. As you know, PAN and managed services have no cost of sale. Also our proprietary content doesn't have any cost of sale. So that makes a lot of sense. In other countries, as I did mention, U.K., and we're going to be in Italy in the next few months. In other markets, we're selling only aggregating content or third-party or RGS content, definitely, there is difference in your margin perspective.

So if you look at the 2022 focus where we actually -- what we budget internally, we have new rollout of PAM customers in Netherlands and other markets in Europe. And in Germany, we have as well. So I know in Germany haven't been licensed yet. But the more platform we have out there -- because in Europe, we're already familiar with certified platform. We're using one particular license and localizing and we're operating, we can increase the leverage segment.

Having said that, coming with exclusive content as we're building with our Atomic Slots and our Wild Streak studios, it's also a game changer because it's not only we're getting better margin, the quality of the games proven to be top of the scale as we're saying. So it's a combination of the 2. It's not one against the other. It's both. Of course, when we have a Player Account Management customers, there is some kind of logic to push our content as well. We have a relationship with those customers. We're running the operation for them. So it makes a lot of sense. So it all adds on as one after another, 1 plus 1 plus 1 plus 1, eventually there will be more than 5 or 6. That's the concept.

[Lisa Thompson, analyst]

It sounds complicated. You stated what your gross margin goals were. Where do you think you can get to by the fourth quarter of this year?

[Ronen Kannor, executive]

So we indicated, in 2024 we're going to be 60% gross profit margin and about 25% of adjusted EBITDA. If you look at this quarter, we finished around 52% and 50% of adjusted EBITDA. I don't think that -- I think that by the end of the year, we're aiming towards the 55-ish from gross profit. Again, when we're rolling more of our games, we have more customers like the U.S. customers roll out games, we believe we can push that. Currently, it's quite low 3%, 4% of our revenue. Also, when we have rollout of those Player Account Management customers, which is the same question as answered before, we're going to see improving margins going to be more towards the third quarter and fourth quarter, and we might reach the 55-ish. And then when we're going to have –- in one of the slides Yaniv presented about the game rollout, when we have 12 games proprietary in Europe, and in the U.S., so 24 together.

Next year, we're going to do in a double. So what's going to happen, most proprietary content will push even further up. So we're going to get to the 57%, 58%. That's how we're actually building the building blocks of our gross profit margin. with gross profit margin with increase of revenue projection, your adjusted EBITDA will automatically move from the 50% to the 25%, because we're leveraging, we are have enough -- Everything is built in-house. We have the content, we have the Player Account Management, we have the managed services and we have the entire management already and to the entire organization building. So the operation costs will remain relatively flat, growing slightly higher. But then the scalability of the business will be very well presented.

[Operator]

And there are no further questions at this time. Mr. Yaniv Spielberg. I turn the call back over to you for some closing remarks.

[Yaniv Spielberg, executive]

Thank you, everyone. I'd like to thank everyone who joined the call, and we'll see you again in our second quarter.

[Operator]

This concludes today's conference call. Thank you for your participation. You may now disconnect.