false 0001947210 0001947210 2024-12-04 2024-12-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event Reported): December 4, 2024
 
HIGH ROLLER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
001-42202
(Commission File Number)
 
Delaware
 
87-4159815
(State or Other Jurisdiction
of Incorporation)
 
(I.R.S. Employer
Identification Number)
 
400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101
(Address of principal executive offices, with zip code)
 
(702) 509-5244
(Registrant’s telephone number, including area code)
 
Check 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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
 
ROLR
 
NYSE American LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
 
If 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.
 
Item 2.02 Results of Operations and Financial Condition.
 
On December 4, 2024, High Roller Technologies, Inc. issued a press release announcing its financial results for the three months and nine months ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
 
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
 
 
 
 

 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURE
 
Pursuant 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.
 
 
HIGH ROLLER TECHNOLOGIES, INC.
   
Date: December 5, 2024
By:
/s/ Matt Teinert
   
Matt Teinert
Chief Financial Officer
 
 

Exhibit 99.1

 

 

High Roller Technologies Announces Financial Results for the Three Months Ended September 30, 2024

 

-Company Delivers 30% Quarter-Over-Quarter Revenue Growth

 

-Filing Follows High Rollers Recent IPO on NYSE in October 2024 Raising Gross Proceeds of $10 Million

 

Las Vegas, Nevada, December 4, 2024 High Roller Technologies, Inc. (“High Roller” and the “Company”) (NYSE American: ROLR), operator of www.HighRoller.com and www.Fruta.com, each a premium brand in online gaming and a destination for high rollers, announced today that it has filed its financial results for the three months ended September 30, 2024.

 

Third Quarter 2024 Summary

 

 

Company reported total revenue of $7.5 million for the three months ended September 30, 2024, consisting of net gaming revenue and services generated through intra-group arrangements

 

30% increase in quarter-over-quarter revenue resulting from the Company’s continued focus on marketing efficiencies and cost optimization

 

Net loss per share of ($0.07) for the three months ended September 30, 2024, compared to net loss per share of ($0.03) for the three months ended September 30, 2023

 

Company ended the quarter with cash, cash equivalents of $2.9 million, inclusive of restricted cash

 

Achieved positive Adjusted EBITDA for the three months ended September 30, 2024 of $40 thousand, marking a significant improvement from the negative EBITDA of ($1.0 million) reported in the three months ended June 30, 2024

 

Third Quarter 2024 Financial Summary

 

The Company reported revenue from operations of $7.5 million for the third quarter ending September 30, 2024, reflecting a 30% increase over the previous quarter’s revenue of $5.8 million.

 

Revenue from operations for the three months ended September 30, 2024 was $7.5 million, compared to $7.6 million for the three months ended September 30, 2023, representing a slight decrease of less than 1%. Growth in primary gaming markets offset the impact of High Roller’s exit from a jurisdiction due to regulatory changes in late 2023.

 

Operating expenses for the three months periods ended June 30, 2024 and September 30, 2024 were $7.3 million and $8.0 million respectively and were $7.8 million for the three months ended September 30, 2023 driven by increased investment into advertising and promotional costs in key markets to increase player acquisition.

 

For the three months ended September 30, 2024, the Company recorded a GAAP net loss of $(0.5 million) as compared to a GAAP net loss of $(0.2 million) for the three months ended September 30, 2023. Sequentially, the Company reported a GAAP net loss of $(1.5 million) in the three months ended June 30, 2024. During the three months ended September 30, 2024, the Company achieved Adjusted EBITDA of $40 thousand, marking an improvement from ($1.0 million) in Adjusted EBITDA deficit reported in three months ended June 30, 2024. Additionally, as compared to the three months ended June 30, 2023, the Company reported Adjusted EBITDA of $0.2 million in the three months ended June 30, 2024. This improvement over consecutive quarters was driven by cost optimization efforts and disciplined operational execution.

 

The Company reported a net loss per share of ($0.07) in three months ended September 30, 2024, compared to a net loss per share of ($0.03) in the three months ended September 30, 2023.

 

At the close of September 30, 2024, the Company reported $2.9 million in cash and cash equivalents, including restricted cash. This amount does not give effect to proceeds received by the Company from its IPO that closed in October 2024 and that raised gross proceeds of $10 million to support strategic growth initiatives.

 

Ben Clemes, Chief Executive Officer at High Roller Technologies, commented, “We’re extremely proud to have completed our recent IPO on the NYSE, a milestone that reflects the confidence and trust of our shareholders. We sincerely thank our investors for their support as we move into this exciting new chapter. We believe that our quarter-over-quarter most accurately reflects the direction of our Company as we focused on optimizing costs and creating more efficient and effective marketing efforts to grow our user base. Looking ahead, we remain committed to executing our growth strategy, delivering value to our stakeholders, and driving innovation in the gaming industry.'"

 

Financial Results

 

Additional information with respect to the Company’s business, operations and financial condition as of and for the three months and nine months ended September 30, 2023 is contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, which has been filed with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

 

 

About High Roller Technologies, Inc.

 

High Roller Technologies, Inc. operates as a global online gaming operator. The Company offers a compelling real money online casino platform with enhanced search engine optimization, direct API integrations, faster load times, and better scalability. High Roller Technologies has a global customer base.

 

 

 

 

 

 

Forward Looking Statements

 

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

 

Use of Non-GAAP Financial Measures

 

To supplement the Company’s consolidated financial statements presented in accordance with GAAP, High Roller Technologies uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP adjusted EBITDA. Reconciliations to the nearest GAAP measures of all non-GAAP measures included in this press release can be found in the tables below.

 

Non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s current financial performance, prospects for the future and as a means to evaluate period-to-period comparisons. The Company believes that “Adjusted EBITDA,” a “non-GAAP financial measure,” as such term is defined under the rules of the U.S. Securities and Exchange Commission (the “SEC”), is useful in evaluating our operating performance. Adjusted EBITDA is used to evaluate the Company’s ongoing operations and for internal planning and forecasting purposes. Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

 

We reconcile our non-GAAP financial measure of Adjusted EBITDA to our net income (loss), adjusted to exclude interest expense, provision for (benefit from) income taxes, share-based compensation, foreign exchange loss (gain), depreciation and amortization, impairment, and certain charges or gains resulting from non-recurring or irregular events, if any. For the periods presented we did not have any such non-recurring events.

 

 

Contact:

ir@highroller.com

800-460-1039

 

 

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   

For the Three Months Ended

   

For the Nine Months Ended

 
   

September 30,

   

September 30,

 

(in thousands, except shares and per share data)

 

2024

   

2023

   

2024

   

2023

 
                                 

Revenues

 

$

7,516

   

$

7,569

   

$

19,826

   

$

22,484

 
                                 

Operating expenses

                               

Direct operating costs:

                               

Related party

   

598

     

1,992

     

2,020

     

3,242

 

Other

   

2,671

     

1,242

     

7,740

     

6,887

 

General and administrative:

                               

Related party

   

2

     

59

     

167

     

309

 

Other

   

1,877

     

2,436

     

7,169

     

7,212

 

Advertising and promotions:

                               

Related party

   

194

     

1,222

     

408

     

1,570

 

Other

   

2,289

     

629

     

5,367

     

3,786

 

Product and software development:

                               

Related party

   

46

     

58

     

193

     

157

 

Other

   

313

     

116

     

541

     

278

 

Total operating expenses

   

7,990

     

7,754

     

23,605

     

23,441

 

Loss from operations

   

(474

)

   

(185

)

   

(3,779

)

   

(957

)

                                 

Other expenses

                               

Interest expense, net

   

(27

)

   

(29

)

   

(77

)

   

(91

)

Other income (expenses)

   

     

15

     

2

     

(39

)

Total other expenses

   

(27

)

   

(14

)

   

(75

)

   

(130

)

                                 

Loss before income taxes

   

(501

)

   

(199

)

   

(3,854

)

   

(1,087

)

Income tax expense

   

     

9

     

     

9

 

Net loss

 

$

(501

)

 

$

(208

)

 

$

(3,854

)

 

$

(1,096

)

                                 

Other comprehensive income

                               

Foreign currency translation adjustment

   

145

     

(123

)

   

17

     

(121

)

Comprehensive loss

 

$

(356

)

 

$

(331

)

 

$

(3,837

)

 

$

(1,217

)

                                 

Net loss per common share:

                               

Net loss per common share – basic and diluted

 

$

(0.07

)

 

$

(0.03

)

 

$

(0.55

)

 

$

(0.17

)

Weighted average common shares outstanding – basic and diluted

   

7,013,302

     

6,951,385

     

7,005,541

     

6,533,276

 

 

 

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

As of

   

As of

 
   

September 30,

   

December 31,

 

(in thousands, except shares and per share data)

 

2024

   

2023

 
   

(Unaudited)

         

Assets

               

Current assets

               

Cash and cash equivalents

 

$

1,329

   

$

2,087

 

Restricted cash

   

1,592

     

1,958

 

Prepaid expenses and other current assets

   

977

     

836

 

Total current assets

   

3,898

     

4,881

 

Due from affiliates

   

1,227

     

702

 

Deferred offering costs

   

1,058

     

580

 

Property and equipment, net

   

399

     

250

 

Operating lease right-of-use asset, net

   

1,029

     

 

Intangible assets, net

   

5,235

     

5,117

 

Other assets

   

45

     

255

 

Total assets

 

$

12,891

   

$

11,785

 
                 

Liabilities and stockholders(deficit) equity

               

Current liabilities

               

Accounts payable

 

$

1,658

   

$

686

 

Accrued expenses

   

4,522

     

4,300

 

Player liabilities

   

791

     

499

 

Due to affiliates

   

5,090

     

3,972

 

Short-term unsecured notes payable to stockholders

   

500

     

 

Operating leases obligation, current

   

113

     

 

Total current liabilities

   

12,674

     

9,457

 

Other liabilities

   

23

     

23

 

Operating lease obligation, noncurrent

   

973

     

 

Total liabilities

   

13,670

     

9,480

 

Stockholders (deficit) equity

               

Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023

   

     

 

Common stock, $0.001 par value; 60,000,000 shares authorized; 7,015,017 shares and 6,967,278 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

   

7

     

7

 

Additional paid-in capital

   

22,805

     

22,052

 

Accumulated deficit

   

(25,074

)

   

(21,220

)

Accumulated other comprehensive income

   

1,483

     

1,466

 

Total stockholders (deficit) equity

   

(779

)

   

2,305

 

Total liabilities and stockholders (deficit) equity

 

$

12,891

   

$

11,785

 
 

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA

(Unaudited)

 

 

    For the Three Months Ended September 30,  
                 
(in thousands)   2024     2023  
                 

Revenues

  $ 7,516     $ 7,569  

Net loss

    (501 )     (208 )
                 

Add back items:

               

Stock-based compensation expense

    80       60  

Depreciation and amortization

    65       2  

Interest expense, net

    27       29  

Other income (expense), net

    -       15  

Foreign exchange transaction loss

    369       327  

Income tax provision (benefit)

    -       9  

Adjusted EBITDA

  $ 40     $ 234  

Adjusted EBITDA margin

    1 %     3 %

 

 

 
v3.24.3
Document And Entity Information
Dec. 04, 2024
Document Information [Line Items]  
Entity, Registrant Name HIGH ROLLER TECHNOLOGIES, INC.
Document, Type 8-K
Document, Period End Date Dec. 04, 2024
Entity, File Number 001-42202
Entity, Incorporation, State or Country Code DE
Entity, Tax Identification Number 87-4159815
Entity, Address, Address Line One 400 South 4th Street, Suite 500-#390
Entity, Address, City or Town Las Vegas
Entity, Address, State or Province NV
Entity, Address, Postal Zip Code 89101
City Area Code 702
Local Phone Number 509-5244
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol ROLR
Security Exchange Name NYSEAMER
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001947210

High Roller Technologies (AMEX:ROLR)
Historical Stock Chart
Von Nov 2024 bis Dez 2024 Click Here for more High Roller Technologies Charts.
High Roller Technologies (AMEX:ROLR)
Historical Stock Chart
Von Dez 2023 bis Dez 2024 Click Here for more High Roller Technologies Charts.