Bragg Gaming Group Inc.

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE-MONTH PERIOD

ENDED MARCH 31, 2024

TABLE OF CONTENTS

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024

1.

MANAGEMENT DISCUSSION & ANALYSIS

2

2.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

3

3.

LIMITATIONS OF KEY METRICS AND OTHER DATA

3

4.

OVERVIEW OF 1Q24

4

5.

FINANCIAL RESULTS

10

5.1

Basis of financial discussion

10

5.2

Selected interim information

10

5.3

Other financial information

11

5.4

Selected financial information

12

5.5

Summary of quarterly results

13

5.6

Liquidity and capital resources

13

5.7

Cash flow summary

14

6

TRANSACTIONS BETWEEN RELATED PARTIES

15

7

DISCLOSURE OF OUTSTANDING SHARE DATA

16

8

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

17

9

CHANGES IN ACCOUNTING POLICY

19

10

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

19

11

RISK FACTORS AND UNCERTAINTIES

20

12

ADDITIONAL INFORMATION

27

Bragg Gaming Group Inc.

1

Management Discussion & Analysis

March 31, 2024

1. MANAGEMENT DISCUSSION & ANALYSIS

This Management Discussion and Analysis ("MD&A") provides a review of the results of operations, financial condition and cash flow for Bragg Gaming Group Inc. and its subsidiaries ("Bragg" or the "Company"), on a consolidated basis, for the three month period ended March 31, 2024 ("1Q24"). This document should be read in conjunction with the interim unaudited condensed consolidated financial statements for the three month period ended March 31, 2024 (the "Interim Financial Statements").

For reporting purposes, the Company prepared the Interim Financial Statements in European Euros ("EUR") and, unless otherwise indicated, in conformity with International Accounting Standards ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). The financial information contained in this MD&A was derived from the Interim Financial Statements. Unless otherwise indicated, all references to a specific "note" refer to the notes to the Interim Financial Statements.

This MD&A references non-International Financial Reporting Standards ("IFRS") financial measures, including those under the headings "Selected Financial Information" and "Key Metrics" below. The Company believes these non-IFRS financial measures will provide investors with useful supplemental information about the financial performance of its business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating its business and making decisions. Although management believes these financial measures are important in evaluating the Company, they are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS. Non-IFRS measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. These measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes. These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may nor otherwise be apparent when relying solely on IFRS measures.

For purposes of this MD&A, the term "gaming license" refers collectively to all the different licenses, consents, permits, authorizations, and other regulatory approvals that are necessary to be obtained in order for the Company to lawfully conduct (or be associated with) gaming in a particular jurisdiction.

Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to May 9, 2024, the date the board of directors of the Company (the "Board") approved this MD&A.

Bragg Gaming Group Inc.

2

Management Discussion & Analysis

March 31, 2024

2. CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A may contain forward-looking information and statements (collectively, "forward-looking statements") within the meaning of the Canadian securities legislation and applicable securities laws, including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management's current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect the Company, its subsidiaries and their respective customers and industries. Although the Company and management believe the expectations reflected in such forward-looking statements are appropriate and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "would", "should", "believe", "objective", "ongoing", "imply" or the negative of these words or other variations or synonyms of these words or comparable terminology and similar expressions.

By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among other things, the Company's stage of development, long-term capital requirements and future ability to fund operations, future developments in the Company's markets and the markets in which it expects to compete, risks associated with its strategic alliances, the impact of entering new markets on the Company's operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. See the section, "Risk Factors and Uncertainties", below noting that these factors are not intended to represent a complete list of the factors that could affect the Company.

Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations upon which they are based might not occur. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements in this MD&A describe the Company's expectations as of May 9, 2024, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

3. LIMITATIONS OF KEY METRICS AND OTHER DATA

The Company's key metrics are calculated using internal Company data. While these numbers are based on what the Company believes to be reasonable judgments and estimates of customer numbers for the applicable period of measurement, there are certain challenges and limitations in measuring the usage of its product offerings across its customer base. In addition, the Company's key metrics and related estimates may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology and access to information.

For important information on the Company's non-IFRS measures, see the information presented in "Key metrics" and "Selected financial information" below. The Company continually seeks to improve its estimates of its active customer base and the level of customer activity, and such estimates may change due to improvements or changes in the Company's methodology.

Bragg Gaming Group Inc.

3

Management Discussion & Analysis

March 31, 2024

4. OVERVIEW OF 1Q24

Bragg Gaming: Overview and Strategy

Bragg is a content-drivenbusiness-to-business ("B2B") iGaming technology provider. Its suite of iGaming content and technology, commercial relationships and operational licenses allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 9,000 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its remote games server ("RGS") as well as aggregated, licensed games from top studios around the world.

The Company's proprietary suite of products includes a player account management ("PAM") platform, which provides the tools required to operate an online gaming business, including player engagement and data analysis software. The Company's technology was developed on a greenfield basis and is not dependent on legacy code. The Company's suite of products and services offers a one- stop solution to its customers that is adaptable to various gaming markets and legislative jurisdictions, including in European and North American iGaming markets.

The Company was incorporated by Articles of Incorporation pursuant to the provisions of the Canada Business Corporations Act on March 17, 2004, and on December 20, 2018, the Company completed a business combination transaction to acquire Oryx Gaming International LLC ("Oryx"), a full turnkey iGaming solutions provider with an established customer base in Europe and Latin America.

In June 2021, the Company acquired Wild Streak LLC, doing business as Wild Streak Gaming ("Wild Streak"), a leading iGaming content studio based in Las Vegas, Nevada with a portfolio of proprietary titles distributed globally, including in the United States and Europe.

In June 2022, the Company acquired Spin Games LLC ("Spin"), a Reno, Nevada-based iGaming technology supplier and content provider licensed and active in key regulated North American jurisdictions.

In September 2022, the Company consolidated its group of companies including Oryx, Wild Streak and Spin under the single brand name, Bragg Group.

The Company is dual-listed on the Nasdaq Global Select Market and the Toronto Stock Exchange, both under the symbol BRAG.

The Company aims to grow its business as a vertically integrated B2B provider to regulated online casinos, regulated online sports betting, and land-based casino offerings in global markets.

Driven by an experienced management team and offering its differentiated content portfolio, software-as-a-service ("SaaS") technology and managed services, the Company aims to become a leading vertically integrated content-led technology provider in the iGaming industry.

Financial performance in the first quarter of 2024

The Company is pleased to report on its trading performance during the three months ended March 31, 2024. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.

Bragg Gaming Group Inc.

4

Management Discussion & Analysis

March 31, 2024

Revenue

The Company's revenue1 for the three months period ended March 31, 2024 increased from the same period in the previous year by 4.2% to EUR 23.8m (1Q23: EUR 22.9m). The Company's year-over-year revenue growth was mainly organic through its existing customer base, the onboarding of new customers in various jurisdictions and strong revenue performance from its proprietary Wild Streak casino games studio customer base. See "Risks and Uncertainties" below.

The Company's revenue growth was mainly derived from the games and content segment which amounted to EUR 19.4m (1Q23: EUR 17.6m) and accounted for 81.5% (1Q23: 76.8%) of total revenues, as demand for the Company's unique games and content and technology proposition continues to grow. The Company's growth has been underpinned by continued investment and innovation in its technology, games development and product offering.

Gross Profit

Gross profit decreased compared to the same period in the previous year by 2.8% to EUR 11.9m (1Q23: EUR 12.2m) with gross

margins decreased by 360 bps to 49.9% (1Q23: 53.5%). The gross profit margin reduction is primarily the result of increased revenue performance in all content products categories while recording slightly lower PAM and managed services revenues.

Expenses

Selling, general and administrative expenses increased from the same period in the previous year by 4.0% to EUR 12.4m (1Q23: EUR

11.9m) amounting to 52.0% of total revenue (1Q23: 52.1%).

The increase of costs is in line with the Company's investment in its growth strategy, as the Company continues to build its foundation as a scalable and innovative vertically integrated content and technology provider in the iGaming industry.

Main changes in the quarter were driven by the following:

(a) Salaries and subcontractors decreased by 10.8% to EUR 4.9m (1Q23: EUR 5.5m) mainly as a result of the removal of certain key executive positions for the Company, compared to the previous period in the total of EUR 0.5m. During the period as the Company continued to invest in expanding its technology and product offering by scaling its software and games development teams, product managers, data and analytics professionals and executive team. This has enabled the Company to source new customers and maintain growth from its existing customer base, expand into new markets, and adapt to regulatory requirements.

As a result of the increased level of investment in technology and products, total capitalized software development costs increased by EUR 0.6m to EUR 2.5m.

(b) Share based compensation costs decreased by 75.7% to EUR 0.2m (1Q23: EUR 0.8m) in connection with share-based incentive plan awards to directors and management composed of deferred share units ("DSUs"), restricted share units ("RSUs") and share options ("FSOs"). No new options were granted during the period which explains the change from the previous period.

Total employee costs (including share-based compensation charge) decreased by 18.7% to EUR 5.1m (1Q23: EUR 6.3m).

(c) Information technology hosting increased by EUR 0.1m to EUR 1.1m (1Q23: EUR 1.0m) incorporating the increase in gaming activity in line with the Company's revenue growth.

(d) Professional fees increased by EUR 0.3m to EUR 0.9m (1Q23: EUR 0.6m) and are comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs which increased in the period as the Company continued its expansion to other markets.

1 Revenue includes group share in Game and content, platform fees and management and turnkey solutions.

Bragg Gaming Group Inc.

5

Management Discussion & Analysis

March 31, 2024

  1. Corporate costs amounted to EUR 0.2m (1Q23: EUR 0.1m) which relates to costs of investor and public relations activities as part of the Company's general corporate strategy.
  2. Sales and marketing increased by EUR 0.2m to EUR 0.6m (1Q23: EUR 0.4m) mainly related to increase in investment in gaming sector events, marketing and public relations activities.
  3. Other operational costs amounted to EUR 0.5m (1Q23: EUR 0.5m) mainly related to director and officer insurance premium as well as erosion, omission, and other travel/event costs.

Profitability

Total operating loss for the period amounted to EUR 1.3m (1Q23: operating income of EUR 0.5m) as a result of reduction in gross profit of EUR 0.3m alongside of increased in selling, general and administrative expenses of EUR 0.5m and loss on remeasurement of deferred consideration amounting to EUR 0.9m.

The Company's Adjusted EBITDA2 decreased from the same period in the previous year by 12.4% to EUR 3.4m (1Q23: EUR 3.9m) with

Adjusted EBITDA margins decreasing by 270bps to 14.3% (1Q23: 17.0%). The change in margin is mainly as a result of change in the revenue product mix resulting in reduced gross profit while increased level of selling, general and administrative expenses. A reconciliation between the current and prior year's reported figures to Adjusted EBITDA is shown in Section 5.3.

Cash Flow

Cash flows generated from operating activities for the three-month period ended March 31, 2024 amounted to EUR 2.7m (1Q23: EUR 6.4m) with the underlying performance reaching EUR 3.6m (1Q23: EUR 3.8m) coupled with the negative movement in working capital and income taxes paid of EUR 0.8m (1Q23: positive EUR 2.5m).

Cash flows used in investing activities amounted to EUR 2.8m (1Q23: EUR 2.1m) an increase of EUR 0.7m. During both period, the Company continued its investment in intangible assets, mainly in software development costs.

Cash flows used in financing activities amounted to EUR 0.7m (1Q23: EUR 0.2m) mainly related to repayment of convertible debt of

EUR 0.5m (1Q23: Nil) and leases of EUR 0.2m (1Q23: EUR 0.1m).

Financial Position

Cash and cash equivalents as of March 31, 2024, amounted to EUR 7.7m (December 31, 2023: EUR 8.8m), a decrease of EUR 1.1m as a result of EUR 2.8m cash used in investing activities and EUR 0.7m cash used in financing activities offset by a positive cash flow from operations of EUR 2.7m.

Trade and other receivables as of March 31, 2024 totalled EUR 18.2m (December 31, 2023: EUR 18.6m), a decrease of EUR 0.4m mainly due to an improvement in cash receipt collection of receivables at the end of the period.

Trade payables and other liabilities as of March 31, 2024 decreased by EUR 0.3m to EUR 21.5m (December 31, 2023: EUR 21.8m).

Total convertible debt valuation amounted to EUR 1.9m (December 31, 2023: EUR 2.9m), of which EUR 0.4m is recorded as a short-

term derivative liability (December 31, 2023: EUR 0.5m) and EUR 1.4m as a short-term convertible debt (December 31, 2023: EUR

2.4m). The total outstanding face value amount repayable as of March 31, 2024 was USD 2.5m (December 31, 2023: USD 4.0m).

  • Adjusted EBITDA excludes income or expenses that relate to exceptional items and non-cashshare-based charges and includes deductions for lease expenses that are recognized as part of depreciation and finance charges under IFRS 16.

Bragg Gaming Group Inc.

6

Management Discussion & Analysis

March 31, 2024

Others

  • Financing: On April 24 2024, the Company was issued a secured promissory note in the principal amount of US$7 million, secured against certain entities controlled by the Company's related party. The secured promissory note matures on April 24, 2025 and bears interest at an annual rate of 14%, payable quarterly. The purpose of issuing the promissory note is to provide the Company with additional capital to be used for operational expenditure and for the achievement of greater financial flexibility in the coming months.
  • Share Capital: As of March 31, 2024, the number of issued and outstanding shares was 23,219,700 (December 31, 2023:
    23,003,552), the number of outstanding awards from equity incentive plans was 2,450,430 (December 31, 2023: 2,500,592), and
    the number of broker warrants and warrants issued upon convertible debt was 979,048 (December 31, 2023: 979,048).
  • Employees: As of March 31, 2024, the Company has 466 employees, contractors, and sub-contractors (March 31, 2023: 432) across Europe, North America, India, and Israel.

Strategic Progress

Bragg's strategic vision is to be a successful, profitable iGaming content and turnkey technology solutions provider. The Company will achieve this goal by acting as a leading developer, provider and licensor of iGaming technology and services, as well as a producer and distributor of casino games content for the iGaming industry.

Bragg's casino content portfolio includes online and land-based casino games developed and distributed from its in-house Bragg Studios, exclusive online games from third-party content providers which are 'Powered by Bragg', and non-exclusive, aggregated online casino content delivered via Bragg technology to its customers.

Technology-based solutions offered by Bragg which provide turnkey services to the iGaming and sports betting industry include a proprietary player account management (PAM) platform, the Bragg remote games server (RGS) on which it builds and operates its exclusive games portfolio, the Bragg HUB content delivery platform, as well as the Fuze™ player engagement toolset and its data analysis and reporting platforms.

Bragg also offers fully managed operational and marketing services to customers utilizing its PAM offering.

In summation, Bragg content, technology and services offer a full turnkey solution aimed at capturing an increasing proportion of the online casino, sports betting and lottery market at all levels of the value chain.

Bragg plans to achieve this vision by focusing on continuing progress in the following key strategic business areas:

  1. The rollout of Bragg's new content portfolio in the United States

During the first quarter of 2024, Bragg continued to deliver on its strategic expansion in the U.S. market, launching its new RGS technology and new online casino content with Golden Nugget in Michigan and bringing popular land-based slots supplier King Show Games content online to players in the U.S.

Additionally, Bragg launched an exclusive custom slot game developed for Caesars Digital, Boardwalk Slots Bankers & Cash, content which is now live on Caesars Palace Online Casino and Caesars Sportsbook & Casino in Michigan and New Jersey.

Bragg Gaming Group Inc.

7

Management Discussion & Analysis

March 31, 2024

  1. Continued expansion in other markets

Bragg continued its strategic goal of expansion into new regulated markets and those which are soon to launch regulated iGaming operations in Peru, where the Company was registered as an approved service provider by the Peruvian Ministry of Foreign Trade and Tourism (MINCETUR), allowing for the distribution of online casino games, including Bragg's proprietary and exclusive games portfolio, via the Bragg HUB aggregation platform to operators in the Latin American iGaming market.

In April 2024, Bragg agreed to an international online casino content distribution agreement with Light & Wonder. The agreement will see high-performing games from Bragg's proprietary studios, Atomic Slot Lab, Indigo Magic, Wild Streak Gaming and Spin Games added to Light & Wonder's online ecosystem.

  1. Proprietary Bragg Studios content development

The Company has continued to grow and expand its portfolio of proprietary Bragg Studios content over the course of the quarter, in line with the wider business strategy of revenue growth from casino content generated and developed in-house. In general, proprietary content creates a higher gross profit margin for Bragg when compared to third-party content, due to the fact no royalties are payable to studio owners.

Over the first quarter of 2024, the Company launched a total of seven new proprietary titles globally (1Q23: four).

In the reporting period, the Company launched five proprietary titles which were new to European online casino markets (1Q23: four) and three proprietary titles new to North American online casino markets (1Q23: four):

  • Indigo Magic, the Company's European-based online games studio, launched four (1Q23: two) new online game titles globally in 1Q24, with all four titles new to European markets. No Indigo Magic slot titles were released in the United States during the period.
  • Atomic Slot Lab, the Company's Las Vegas, Nevada based online games studio launched one (1Q23: one) new online game titles
    globally, with one (1Q23: one), new to European markets and one (1Q23: two) new to North American markets.
  • Wild Streak Gaming, the Company's established Las Vegas, Nevada based slots studio launched two (1Q23: one) new online game titles globally, with both titles new to North American markets. No Wild Streak Gaming titles were launched in Europe during the period (1Q23: one).
  1. Exclusive portfolio expansion via Powered by Bragg content partners

The Company continues to expand its portfolio of exclusive games as part of the Powered by Bragg portfolio. Online casino titles built on the Bragg RGS and exclusively distributed by the Company grow the number of in-demand games titles offered to customers. In addition, exclusive games from third-parties allow the Company to offer highly localized game portfolios, for example through offering a number of exclusive games online in North America from casino brands with established land-based footprints such as Bluberi and Incredible Technologies.

Bragg Gaming Group Inc.

8

Management Discussion & Analysis

March 31, 2024

During the first quarter of 2024, it launched a total of ten (1Q23: seven) Powered by Bragg titles in Europe and six (1Q23: one) in North America:

  • Four (1Q23: zero) new King Show Games titles launched in North American markets, while two (1Q23: zero) titles new to North American markets were launched during the period.
  • Three (1Q23: three) new Gamomat titles launched in European markets.
  • Three (1Q23: one) new Bluberi titles launched in European markets.
  • Two (1Q23: zero) new Incredible Technologies game titles launched in North American markets.
  • Two (1Q23: two) new WinFast game titles launched in European markets.
  1. PAM & full product suite

In the Netherlands, the Company continues to be the market leading PAM supplier, with five customers taking the Company's PAM in the territory.

The Company continues to grow its PAM in the Czech market and continues to consider new opportunities for growth of its PAM, content aggregation, player engagement toolset and managed services in multiple jurisdictions internationally.

Outlook

The Company continues to roll out new proprietary and exclusive content across the United States as well as other jurisdictions internationally, as well as continuing to expand its in-house Bragg Studios content portfolio, a product offering which generates higher gross product margins compared to the distribution of content from third-party studios. The Company also continues to grow its Powered by Bragg program, a move which expands content and several popular casino brands to its exclusive games portfolio, allowing for differentiation to its overall content offering.

Bragg continues to lead the way with its PAM in the Netherlands iGaming market, further developing its PAM, aggregation and complete business solutions in the Netherlands and other countries.

During 1Q24, Bragg Gaming confirmed the commencement of a strategic review process with the aim of generating value for shareholders. This process is currently ongoing and the Company will update the market at the appropriate time once all opportunities have been identified and considered.

Bragg Gaming Group Inc.

9

Management Discussion & Analysis

March 31, 2024

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Bragg Gaming Group Inc. published this content on 09 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2024 12:01:02 UTC.