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32Red Acquisition and FY Results 32Red Acquisition and FY results Kindred spirits Travel & leisure 13 March 2017 Kindred Group’s all cash offer for 32Red marks a meaningful and well- priced entry into the UK online casino market. With robust FY results and Price 194.00p 20% growth in Q117 net gaming revenues, our standalone 32Red forecasts Market cap £166m are largely unchanged, underpinned by continued margin expansion and high cash generation. Within an enlarged group, there should be additional Net cash (£m) at 31 December 2016 8.3 revenue and cost synergies, suggesting upside to our numbers. Shares in issue 85.3m Consideration is expected to be paid in mid/late May. Free float 58% Code TTR Revenue PBT* EPS* DPS P/E Yield Year end (£m) (£m) (p) (p) (x) (%) Primary exchange AIM 12/15 48.7 3.3 3.8 2.8 51.1 1.4 12/16 62.3 9.0 9.7 8.3 20.0 4.3 Secondary exchange N/A 12/17e 76.4 13.4 14.0 4.0 13.9 2.1 Share price performance 12/18e 88.5 15.9 16.5 4.0 11.8 2.1 Note: *PBT and EPS (fully diluted) are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments. FY Results: another strong performance 32Red’s FY16 results were characterised by 28% revenue growth and a doubling of EBITDA (from £5.2m to £10.6m). With high operational leverage, 32Red’s returns- driven marketing has led to sustained underlying margin expansion and, as the business continues to scale, we forecast 2017 EBITDA of £15.6m (20.4% margin). After the deal, we would expect synergies to provide further upside to our numbers. % 1m 3m 12m 32Red: Boosting Kindred’s UK casino presence Abs 25.2 47.8 28.5 Kindred’s acquisition of 32Red marks a meaningful entry into the UK online casino Rel (local) 23.7 39.6 6.5 market. 32Red believes it is the 11th most recognised UK online casino brand despite only having a 3-4% market share. On 2016 figures, 32Red would comprise 52-week high/low 201.0p 105.0p c 10% of the enlarged group’s revenues, of which UK casino revenues are c 7.5%. Business description 32Red is a high-growth, cash-generative business and Kindred expects the deal to be earnings accretive within the first financial year. The UK online casino market is 32Red is an award-winning online casino, poker, bingo and sports operator. 77% of 2016 revenues highly fragmented and benefits of the enlarged group include access to Kindred’s were derived from regulated and taxed markets, extended range of content and a larger marketing budget. mainly in the UK. 32Red is based in Gibraltar and was founded by the present CEO in 2002. It listed on AIM in 2005. Kindred: A major player in European gaming Kindred Group is a pure online gaming operator, domiciled in Malta, with a strategy Next events of entering only regulated or soon-to-be-regulated markets. Since 2005, it has First closing date 24 March 2017 acquired and successfully integrated eleven companies, including Stan James Online in the UK. The 32Red deal will help to reduce the group’s regulatory risk, Offer to be declared on or before 14 April unconditional – 2017 and specifically dilute the impact of the upcoming Dutch re-regulation. Analysts Valuation: Attractive 10.2x EV/EBITDA acquisition Victoria Pease +44 (0)20 3077 5700 Now 32Red is trading ex-dividend, the acquisition price of 196p per share equates Katherine Thompson +44 (0)20 3077 5730 to 10.2x EV/EBITDA and 13.9.x P/E for 2017. This is higher than the peer group [email protected] average of 7.8x and 12.5x, but given 32Red’s market positioning, regulated bias, Edison profile page successful ROI marketing and high cash flow generation, this premium appears appropriate. 32Red is a research client of Edison Investment Research Limited 32Red’s full year results and standalone forecasts In line with expectations, 32Red’s FY16 results were characterised by 28% revenue growth and continued EBITDA margin expansion (from 10.8% to 17.0%). The company has also reported Q117 NGR growth of 20% and our 2017 and 2018 forecasts remain largely unchanged. We forecast 22% revenue growth in 2017 and an EBITDA margin of 20.4%. Within the context of an enlarged group, we believe there is clear upside to these figures, as the company will be able to leverage Kindred’s network, products and platform capabilities. Net gaming revenue 32Red Casino 32Red Casino increased 2016 NGR by 16%, with mobile revenues accounting for 57% of the total (vs 44% in 2015). Growth has been driven by targeted returns-driven marketing, both online and offline, and we forecast 22.3% revenue growth in 2017 and 15.4% in 2018. Roxy Palace 2016 Roxy Palace revenues were £10.6m (below our forecast of £12.0m). Now that the business has been integrated, we expect marketing to continue and we forecast 8% growth in 2017 and 2018. Roxy Palace has a slightly more recreational and international customer base than 32Red and many of its geographies are similar to Kindred. Italy After three years of investment in Italy, NGR grew 33% to £2.3m, with a move into profit in H216, in line with management expectations. To date, the main limitation has been the narrow product range supplied by Microgaming and, although 32Red Italy is poised to benefit from a recent renegotiation, we would expect a migration to Kindred to further benefit the business. Our standalone forecasts for Italy revenues are £3m in 2017 and £4m in 2018. Other products Other products comprise online sports betting, bingo and poker games. Revenues increased by 60% to £3.8m, below our £4.5m target due to the well-publicised industry-wide punter-friendly sports results in late 2016. We forecast revenues of £6m in 2017 and £7.6m in 2018. EBITDA 32Red reported a full year EBITDA of £10.56m, representing a margin of 17.0%. This was marginally higher than our forecast of 16.9%, and a 620bp increase from the prior year. Online gaming is characterised by high operational leverage, and 32Red’s successful returns- driven marketing has led to sustained underlying margin expansion. As the business continues to scale, we forecast EBITDA margins of 20.4% in 2017. POCT 32Red operates largely in regulated environments and therefore margins have been affected by the UK’s 15% POCT. Our forecasts also include the additional taxation of freeplay bets, commencing in August 2017. 32Red | 13 March 2017 2 Exhibit 6: 32Red estimate changes Revenue (£m) EBITDA (£m) PBT (£m) Old New % chg. Old New % chg. Old New % chg. 2016 62.3* 62.3 0.0% 10.5 10.6 0.6% 8.9 9.0 1.1% 2017e 76.0 76.4 0.5% 15.5 15.6 0.6% 13.3 13.4 0.8% 2018e 88.0 88.5 0.6% 18.0 18.1 0.6% 15.7 15.9 0.6% Source: Edison Investment Research. Note: *2016 revenue as previously reported. Kindred: Boosting its UK casino presence Kindred overview Founded in 1997, Kindred Group is one of the world’s largest online gaming companies, with 16.5 million customers in over 100 countries. It is licensed in Australia and 11 EU states and its 13 consumer brands include Unibet, Stan James Online, Maria Casino, iGame and Bingo.com. The company’s headquarters are in Malta and it has over 1,100 employees. Kindred is listed on the Nasdaq Stockholm Large Cap List, with a market cap of approximately £1.7bn. Acquisitions Leveraging a strong balance sheet, Kindred has been a leading consolidator in the fragmented European online gambling market. Since 2005, it has acquired and successfully integrated eleven companies, strengthening its position in regulated or soon-to-be regulated countries. Most recently, Kindred acquired Stan James Online, an online UK sports-betting business in 2015. On 23 February 2017, Kindred announced an all-cash offer for 32Red at a price of 196p per share, a premium of 39.5% to the prior three months’ weighted average closing price. The first closing date is on 24 March 2017 and final consideration is expected to be paid in May. After completion, 32Red’s shares will be delisted from AIM. Exhibit 1: Kindred brands Product Geography Unibet All product brand, offering sports betting, casino and games 100 countries Maria Casino Casino and games Nordic Region, UK Bingo.com Bingo network and software Across all regions Stan James Online All product brand, especially sports betting, horse racing UK iGame Casino, poker, bingo and sports betting Nordics and Central Europe 32Red Casino and sports betting UK and Italy Source: Kindred Group, Edison Investment Research 32Red: An Entry into the UK online casino market The acquisition of 32Red is consistent with Kindred Group’s strategy and marks a meaningful entry into the UK online casino market. According to H2 Gambling Capital, the UK online gaming market is expected to grow from £5.9bn in 2015 to £10.5bn in 2021. 32Red believes it is the 11th most recognised UK online casino brand despite only having a 3-4% market share. 2016 saw a 26% increase in total marketing spend and recent initiatives include an exclusive licence to promote ITV flagship brands featuring Ant and Dec, and British Horse racing sponsorship agreements with racehorses and brand ambassadors. 32Red derives over 90% of its net gaming revenue (NGR) from online casino, with online sports, bingo and games accounting for the rest.
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