Core Viewpoint - Codere Online, a prominent online gaming operator in Spain and Latin America, has announced its 2025 Annual General Meeting of Shareholders scheduled for June 30, 2025 [1] Company Overview - Codere Online operates under Codere Online Luxembourg, S.A. and its subsidiaries, having launched in 2014 as part of the Codere Group, a well-known casino operator [3] - The company provides online sports betting and casino services through its advanced website and mobile applications, primarily in Spain, Mexico, Colombia, Panama, and Argentina [3] - Codere Online's online operations are supported by the physical presence of Codere Group across Latin America, establishing a strong omnichannel gaming and casino presence [3] AGM Details - The AGM will take place at the registered office of the company at 3:00 PM CET [1] - The convening notice, including the agenda, proposed resolutions, and voting instructions, is available on the company's website and has been submitted to the U.S. Securities and Exchange Commission [2] - Shareholders recorded as of June 4, 2025, are eligible to attend and vote at the meeting [2]

Core Points - Codere Online has regained compliance with Nasdaq Listing Rule 5250(c)(1) and will continue to be listed on the Nasdaq Capital Market, avoiding delisting [1][2] - The compliance confirmation follows the filing of the annual report on Form 20-F for the year ended December 31, 2024, with the SEC on June 2, 2025 [2] - Nasdaq has canceled the hearing requested on May 22 regarding the delisting determination [2] Company Overview - Codere Online is a leading online gaming operator in Spain and Latin America, launched in 2014 as part of the Codere Group [3] - The company offers online sports betting and casino services through its website and mobile applications, operating in Spain, Mexico, Colombia, Panama, and Argentina [3] - Codere Online's online business is supported by the physical presence of Codere Group throughout Latin America, establishing a strong omnichannel gaming presence [3]

Group 1 - The individual investor focuses on undercovered companies, particularly in technology, software, electronics, and energy transition sectors [1] - The investor has over 50 companies on their watchlist and has been investing personal capital for more than 7 years globally [1] - The investor holds a Master's degree in Electrical Engineering and works as an automotive battery R&D engineer in Sweden [1] Group 2 - The investor aims to identify asymmetric investment opportunities to achieve market-beating returns through diligent research of small to mid-cap companies [1]

Core Viewpoint - Codere Online has filed its annual report on form 20-F for the year ended December 31, 2024, with the SEC, indicating a step towards compliance with Nasdaq Listing Rule 5250(c)(1) [1][2]. Company Overview - Codere Online is a leading online gaming operator in Spain and Latin America, launched in 2014 as part of the Codere Group, which is known for its casino operations [5]. - The company offers online sports betting and casino services through its website and mobile applications, operating in key markets including Spain, Mexico, Colombia, Panama, and Argentina [5]. Compliance and Regulatory Updates - By filing the 2024 20-F, the company believes it has regained compliance with Nasdaq Listing Rule 5250(c)(1), which may eliminate the need for a hearing regarding a delisting determination [2]. - The company is awaiting formal confirmation from Nasdaq regarding its compliance status [2]. Environmental Considerations - To reduce environmental impact, the company encourages shareholders to read the annual report in digital format, although hard copies are available upon request [4].

Company Operations and Structure - Codere Online has only operated as an independent company since June 4, 2021, following the spin-off of its online casino and sports betting businesses [138]. - Codere Online's operations are subject to a 19% VAT tax on online deposits and a 1% stamp duty on documents effective from February 22, 2025, which may adversely affect its business in Colombia [176]. - Codere Online's reporting currency is the euro, and fluctuations in exchange rates of non-euro currencies could lead to foreign exchange gains or losses, impacting its financial condition [186]. - Codere Online's management and key personnel are critical to its business strategy, and the loss of these individuals could negatively impact operations [251][253]. - Codere Online is organized under the laws of Luxembourg, with substantial assets located outside the United States, making it difficult for U.S. investors to enforce judgments against the company [311]. Regulatory Environment and Compliance - The online gaming industry is subject to extensive regulation, including a 20% tax on gross gaming revenue in Spain, which can significantly impact profitability [148]. - Codere Online relies on licenses to conduct operations, and failure to renew or obtain these licenses could adversely affect its business [143]. - Regulatory changes, such as the recent ruling by the Spanish Supreme Court, may affect advertising practices and market strategies [150]. - The DGOJ has introduced new advertising restrictions and reinforced due diligence and client verification requirements as of August 5, 2023 [152]. - Codere Online's licenses may be revoked by regulatory authorities even if the company is in compliance with obligations, particularly in Mexico [160]. Financial Performance and Risks - Codere Online's future performance may differ significantly from prospective financial information due to various uncontrollable factors [136]. - The company may require additional capital to support growth plans, which may not be available on favorable terms [132]. - The gaming industry is subject to significant taxation, and increases in gaming taxes may impact profitability and have a material adverse effect on Codere Online's business [166]. - Codere Online faces increased regulatory and tax compliance costs due to potential increases in taxation, which could materially affect its business [169]. - Codere Online's performance is subject to significant volatility due to the nature of sports betting, where actual results can differ markedly from theoretical profit expectations [222]. Cybersecurity and Operational Risks - Codere Online faces risks related to cyberattacks and system breaches, which could disrupt operations and affect financial performance [132]. - The company faces risks from cyberattacks, which could lead to system failures, business disruptions, or loss of customer data, adversely affecting its financial condition [218]. - Codere Online has implemented internal controls to monitor unusual transaction patterns to mitigate exposure to fraud, but success is not guaranteed [238]. - The company relies on third-party providers for geolocation and identity verification, and any failure in these systems could adversely affect its compliance with legal requirements [229]. - Codere Online's platforms contain third-party open source software, which may expose the company to risks if it fails to comply with open source software licenses [230]. Market and Competitive Landscape - Codere Online operates in emerging markets, including Mexico, Panama, Colombia, and Argentina, which presents additional costs and risks [132]. - The company may face increased competition from retail operators as the threat of the COVID-19 pandemic diminishes and consumer preferences shift [177]. - Codere Online operates in a highly competitive environment, facing competition from larger companies and illegal gaming activities, which could adversely affect its revenues and profitability [195][197]. - The success of Codere Online's mobile apps relies on compatibility with major operating systems and high-bandwidth data capabilities, which are outside the company's control [223]. - Codere Online's business is sensitive to reductions in discretionary consumer spending, influenced by economic and political conditions in its operating markets [179]. Internal Controls and Governance - Codere Online has identified a material weakness in its internal control over financial reporting, which could negatively impact its market price [133]. - The company reported four material weaknesses related to technical accounting personnel, cash disbursement controls, cybersecurity processes, and overall internal controls [270]. - As of December 31, 2023, three of the four material weaknesses were remediated, but the fourth remains unresolved [271]. - Codere Online's management is implementing enhancements to its internal control system to address the fourth material weakness, but cannot assure timely remediation [273]. - Codere Online's corporate governance is governed by Luxembourg law, which may not provide the same level of protection for minority shareholders as U.S. laws [317]. Shareholder and Market Dynamics - Codere Newco controls approximately 65.7% of Codere Online's outstanding Ordinary Shares, which may lead to conflicts of interest [281]. - Codere Online received a determination letter from Nasdaq regarding potential delisting due to failure to timely file its Form 20-F for the year ended December 31, 2023 [286]. - If Codere Online's securities are delisted from Nasdaq, it may face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny [284]. - Codere Online's shareholders' proportionate ownership interest will decrease with the issuance of additional Ordinary Shares [293]. - The ability to amend the terms of Codere Online Warrants is unlimited, which could adversely affect holders without their approval [294]. Legal and Tax Considerations - The company may face tax liabilities due to its historical membership in a consolidated tax group, which could adversely affect its financial condition [261][262]. - Luxembourg insolvency and bankruptcy laws may offer less protection to Codere Online shareholders compared to U.S. laws, complicating recovery in liquidation scenarios [316]. - The enforceability of U.S. court judgments in Luxembourg is subject to specific conditions, including compliance with Luxembourg procedural codes [312]. - Codere Online believes it should not be treated as a U.S. corporation for U.S. federal income tax purposes, as the ownership percentage of DD3 stockholders in Codere Online was less than 60% [321]. - If treated as a U.S. corporation, Codere Online could face substantial additional U.S. income tax liabilities and a 30% withholding tax on dividends paid to non-U.S. shareholders [322].

Core Insights - Codere Online has launched a commemorative jersey for Club de Futbol Monterrey as part of the club's 80th Anniversary celebrations and its participation in the 2025 Club World Cup [1][7] - The Codere logo will be prominently displayed on the front of the Monterrey Football Club's jersey during the tournament, which features 32 teams [2] - An advertising campaign will be initiated by Codere Online and Rayados to promote the tournament and the club's anniversary across various media channels [3] Company and Industry Overview - Codere Online is a leading online gaming operator in Spain and Latin America, offering online sports betting and casino services through its website and mobile applications [9] - The company operates in key markets including Spain, Mexico, Colombia, Panama, and Argentina, and is part of the Codere Group, which has a strong physical presence in these regions [9][10] - Codere Group has over four decades of experience in the entertainment and leisure industry, being a significant player in the private gaming sector across Europe and Latin America [10]

Financial Data and Key Metrics Changes - The company reported net gaming revenue of €57 million for Q1 2025, an 8% increase compared to Q1 2024 [10][13] - Adjusted EBITDA was €1.8 million, marking the fifth consecutive quarter of positive adjusted EBITDA at the consolidated level [13][14] - On a constant currency basis, net gaming revenue would have been €62 million, reflecting a 17% increase year-on-year [11][14] Business Line Data and Key Metrics Changes - The casino segment contributed 61% to total net gaming revenue, driven by a 13% increase in average monthly active users [11] - In Mexico, net gaming revenue grew 15% to €30.5 million, while in Spain, it remained flat at €22 million [13][16] - The average monthly spend per active customer decreased by 5% to €118 [11] Market Data and Key Metrics Changes - The Mexican peso devalued by over 16% in Q1 2025, impacting net gaming revenue by €5 million [16] - The number of average monthly active customers in Mexico increased by 31% year-on-year to 82,000 [17] - In Spain, the number of active customers rose by 4% year-on-year, reaching 52,000 [15] Company Strategy and Development Direction - The company is focusing on optimizing customer acquisition channels, particularly in Mexico, where growth opportunities remain compelling [17] - There is an ongoing effort to adapt promotional strategies in Spain to improve customer quality and retention [15][36] - The company plans to maintain its investment in Mexico while cautiously exploring opportunities in other markets like Panama and Argentina [48][49] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by currency fluctuations but expressed confidence in meeting full-year guidance for net gaming revenue between €220 million and €230 million [19] - The company expects a difficult comparison for Q2 results but anticipates less impact thereafter as they lap significant devaluation from the previous year [17] - Management is optimistic about resuming growth in Spain, supported by positive trends observed in recent months [65][66] Other Important Information - The company has initiated a share buyback plan of up to $5 million, with approximately $5 million already spent on repurchasing shares [12] - The company is currently under a mandatory monitoring period by NASDAQ but expects to resolve compliance issues soon [6][10] Q&A Session Summary Question: What is driving the decrease in customer acquisition cost despite increased user acquisition? - Management indicated that testing new traffic sources led to reduced CPA and higher first-time depositors, although the revenue impact was lower than expected [25][28] Question: What is the impact of competition on Spain's revenue growth? - Management confirmed that the reintroduction of welcome bonuses and increased competition are primary drivers for flat revenue growth in Spain [34][36] Question: How does the company view investment opportunities in other markets? - Management noted improvements in Panama and a cautious approach in Colombia, with plans to increase investment in Mexico [46][48] Question: Will Spain return to revenue growth for the rest of the year? - Management expressed confidence in resuming growth in Spain, supported by positive signals from KPIs [65][66] Question: What are the dynamics of the share repurchase program? - Management clarified that the board approved a $5 million buyback plan within a broader $10 million shareholder authorization [81][82] Question: Is there any progress on the Argentina license acquisition? - Management indicated that there has been no significant progress on the Argentina license acquisition due to pricing issues [84]

Financial Data and Key Metrics Changes - The company reported net gaming revenue of €57 million, an 8% increase compared to Q1 2024 [9][12] - Adjusted EBITDA was €1.8 million, marking the fifth consecutive quarter of positive adjusted EBITDA at the consolidated level [12][13] - On a constant currency basis, net gaming revenue would have been €62 million, reflecting a 17% increase year-on-year [10][12] Business Line Data and Key Metrics Changes - The casino segment contributed 61% to total net gaming revenue, driven by a focus on this segment and a lower sports margin in Mexico [10] - In Mexico, net gaming revenue grew 15% to €30.5 million, while in Spain, it remained flat at €22 million [12][15] - The average monthly active users increased by 13%, while the average monthly spend per active customer decreased by 5% to €118 [10][12] Market Data and Key Metrics Changes - The Mexican peso devalued by over 16% in Q1 2025, impacting net gaming revenue by €5 million [15][17] - The number of average monthly active customers in Mexico rose to 82,000, a 31% increase year-on-year [16] - In Spain, the number of active customers increased by 4% year-on-year, reaching 52,000 [14] Company Strategy and Development Direction - The company is focusing on optimizing customer acquisition channels and maintaining its market position in Mexico, which is seen as a core market with significant growth potential [16][62] - The management is adapting promotional strategies in Spain to improve customer quality and retention amid a competitive landscape [14][35] - The company plans to continue investing in Mexico while remaining cautious in other markets like Colombia and Argentina due to regulatory challenges [46][52] Management Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by currency fluctuations but expressed confidence in meeting full-year guidance for net gaming revenue between €220 million and €230 million [19][50] - The company expects a difficult comparison for Q2 results but anticipates less impact thereafter as they lap significant devaluation from the previous year [17] - Management is optimistic about the potential for revenue growth in Spain, despite current competitive pressures [64] Other Important Information - The company has initiated a share buyback plan of up to $5 million, with approximately $5 million already spent on repurchasing shares [11][83] - The company is currently under a mandatory monitoring period by NASDAQ but has regained compliance by filing its 2023 annual report [5][6] Q&A Session Summary Question: What is driving the decrease in customer acquisition cost despite increased user acquisition? - Management indicated that testing new traffic sources led to reduced customer acquisition costs, although the revenue impact from these new customers was lower than expected [24][27] Question: What is the impact of competition on revenue growth in Spain? - Management confirmed that the reintroduction of welcome bonuses and increased competition have affected revenue growth, but they are seeing positive trends from adjusted promotional strategies [32][35] Question: Are there plans to increase investments in other markets? - Management noted improvements in Panama and a cautious approach in Colombia, with potential for increased investment in Mexico due to upcoming events [46][52] Question: Will Spain return to revenue growth for the rest of the year? - Management expressed confidence in resuming revenue growth in Spain, supported by positive KPI signals [64][66] Question: What is the rationale behind the share repurchase program? - Management explained that the board approved a $5 million buyback plan within a broader shareholder authorization, allowing flexibility in execution [82][83] Question: Any updates on the Argentina license acquisition? - Management indicated that progress remains stalled due to pricing issues, but they are still open to opportunities [86]

Codere Online Q1 2025 Earnings May 16, 2025 Disclaimer This presentation (this "Presentation"), its contents and any information provided during the meeting to present this document are for discussion purposes only, and must not be relied upon for any purpose. This Presentation is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where such distribution would be unlawful. Certain terms used throughout this Presentation are defined in the Defined Terms section inc ...

Core Insights - Codere Online reported a strong start to 2025, with net gaming revenue reaching €57.0 million in Q1, an 8% increase year-over-year [3][5] - The company is on track to meet its 2025 net gaming revenue outlook of €220-230 million and adjusted EBITDA outlook of €10-15 million [4][5] Financial Performance - Total revenue for Q1 2025 was €54.3 million, with net gaming revenue at €57.0 million, reflecting an 8% increase compared to Q1 2024 [5][8] - In Mexico, net gaming revenue grew by 15% to €30.5 million, while Spain saw a slight decline to €21.9 million, down 2% [2][3] - The average monthly active players increased by 13% to 161.3 thousand, with significant growth in Mexico at 31% [2][3] Operational Metrics - The total cash position as of March 31, 2025, was €41.8 million [5] - The company repurchased $0.5 million of its shares under a $5.0 million share buyback plan [5][9] Compliance and Governance - Codere Online regained compliance with Nasdaq listing requirements as of May 15, 2025 [9] - The company is actively working to complete the audit of its 2024 financial accounts and expects to file the 2024 annual report by the end of May 2025 [9]