Item
7.01
|
Regulation
FD Disclosure.
|
Inspired
Entertainment, Inc. (the “Company”) is disclosing below certain information that was included in the preliminary offering
memorandum prepared in connection with the private offering described below under Item 8.01.
The
information in this Current Report on Form 8-K under Items 7.01 and 8.01, including Exhibit 99.1, is being furnished to the Securities
and Exchange Commission, and shall not be deemed “filed” for the 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. It may only
be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent
filing specifically references this Form 8-K.
The
furnishing of the information pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission
by the Company (i) that the furnishing of such information is required by Regulation FD, (ii) that such furnished information
is material or complete, or (iii) that investors should consider such information before making an investment decision with respect
to any security of the Company.
Monthly
Revenue, Adjusted EBITDA and Further Adjusted EBITDA
The
following table sets forth our monthly revenue, Adjusted EBITDA and Further Adjusted EBITDA by segment for the periods indicated
below and include reconciliations to net income/(loss) or net operating income/(loss), as applicable. For definitions of Adjusted
EBITDA and Further Adjusted EBITDA, see “—Non-GAAP Measures” below. The monthly financial information
was derived from our internal management reporting systems.
The
following table contains Adjusted EBITDA and Further Adjusted EBITDA, which are not presented in accordance with U.S. Generally
Accepted Accounting Principles (“GAAP”). We present Adjusted EBITDA because we believe that this and similar measures
are commonly used in our industry to measure performance. The Adjusted EBITDA and Further Adjusted EBITDA figures presented below
have not been audited and are for informational purposes only. We record sufficient information to calculate segment Adjusted
EBITDA on a monthly basis based on revenue, cost of sales (excluding depreciation and amortization), cost of product (excluding
depreciation and amortization) and applicable elements of selling, general and administrative expenses, but not to calculate segment
operating profit.
The
following financial information should be read in conjunction with our financial statements.
|
|
2019
|
|
|
Total
|
|
|
|
January
|
|
|
February
|
|
|
March
|
|
|
April
|
|
|
May
|
|
|
June
|
|
|
July
|
|
|
August
|
|
|
September
|
|
|
October
|
|
|
November
|
|
|
December
|
|
|
|
|
($ in millions)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
$
|
7.2
|
|
|
$
|
7.1
|
|
|
$
|
9.1
|
|
|
$
|
5.9
|
|
|
$
|
5.9
|
|
|
$
|
5.4
|
|
|
$
|
6.1
|
|
|
$
|
5.7
|
|
|
$
|
6.0
|
|
|
$
|
9.6
|
|
|
$
|
10.1
|
|
|
$
|
13.5
|
|
|
$
|
91.5
|
|
Leisure
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.5
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
8.1
|
|
|
|
7.6
|
|
|
|
7.0
|
|
|
|
23.8
|
|
Virtual Sports
|
|
|
2.9
|
|
|
|
2.7
|
|
|
|
3.5
|
|
|
|
2.9
|
|
|
|
2.7
|
|
|
|
2.7
|
|
|
|
2.5
|
|
|
|
2.4
|
|
|
|
2.5
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
|
3.2
|
|
|
|
33.4
|
|
Interactive
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
4.7
|
|
Total Revenue:
|
|
$
|
10.4
|
|
|
$
|
10.2
|
|
|
$
|
13.0
|
|
|
$
|
9.2
|
|
|
$
|
9.0
|
|
|
$
|
8.5
|
|
|
$
|
9.3
|
|
|
$
|
8.5
|
|
|
$
|
8.8
|
|
|
$
|
20.8
|
|
|
$
|
21.1
|
|
|
$
|
24.5
|
|
|
$
|
153.4
|
|
VAT-related revenue (included in total revenue):(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Adjusted EBITDA:(3)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming(5)(6)
|
|
$
|
3.5
|
|
|
$
|
2.7
|
|
|
$
|
4.5
|
|
|
$
|
2.1
|
|
|
$
|
1.7
|
|
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
$
|
2.1
|
|
|
$
|
2.0
|
|
|
$
|
2.7
|
|
|
$
|
2.8
|
|
|
$
|
5.1
|
|
|
$
|
32.8
|
|
Leisure(5)
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
2.4
|
|
|
|
1.9
|
|
|
|
1.3
|
|
|
|
6.2
|
|
Virtual Sports(5)
|
|
|
2.1
|
|
|
|
1.8
|
|
|
|
2.8
|
|
|
|
2.2
|
|
|
|
1.9
|
|
|
|
2.1
|
|
|
|
1.9
|
|
|
|
1.8
|
|
|
|
1.9
|
|
|
|
2.0
|
|
|
|
2.0
|
|
|
|
2.6
|
|
|
|
25.2
|
|
Interactive(5)
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.1
|
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
0.2
|
|
|
|
0.1
|
|
Corporate(5)(7)
|
|
|
(1.1
|
)
|
|
|
(1.2
|
)
|
|
|
(1.1
|
)
|
|
|
(1.2
|
)
|
|
|
(1.2
|
)
|
|
|
(1.0
|
)
|
|
|
(1.2
|
)
|
|
|
(1.1
|
)
|
|
|
(0.6
|
)
|
|
|
(2.0
|
)
|
|
|
(1.1
|
)
|
|
|
(2.5
|
)
|
|
|
(15.3
|
)
|
Total Adjusted EBITDA:(8)
|
|
$
|
4.5
|
|
|
$
|
3.1
|
|
|
$
|
6.1
|
|
|
$
|
3.1
|
|
|
$
|
2.5
|
|
|
$
|
3.3
|
|
|
$
|
2.6
|
|
|
$
|
2.8
|
|
|
$
|
3.3
|
|
|
$
|
5.2
|
|
|
$
|
5.9
|
|
|
$
|
6.6
|
|
|
$
|
49.0
|
|
Net VAT-related income (included in Adjusted EBITDA):(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Unrealized cost-related synergies:(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
4.0
|
|
Total Further Adjusted EBITDA:(5)(8)(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.5
|
|
|
$
|
7.2
|
|
|
$
|
8.0
|
|
|
$
|
53.0
|
|
|
|
2020
|
|
|
Total
|
|
|
|
January
|
|
|
February
|
|
|
March
|
|
|
April
|
|
|
May
|
|
|
June
|
|
|
July
|
|
|
August
|
|
|
September
|
|
|
October
|
|
|
November
|
|
|
December
|
|
|
|
|
($ in millions)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
|
|
$
|
9.5
|
|
|
$
|
8.3
|
|
|
$
|
7.1
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
$
|
2.6
|
|
|
$
|
15.6
|
|
|
$
|
7.2
|
|
|
$
|
8.0
|
|
|
$
|
9.4
|
|
|
$
|
36.2
|
|
|
$
|
4.9
|
|
|
$
|
110.5
|
|
Leisure
|
|
|
6.5
|
|
|
|
6.6
|
|
|
|
4.3
|
|
|
|
0.0
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
3.8
|
|
|
|
6.7
|
|
|
|
7.1
|
|
|
|
6.1
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
|
43.6
|
|
Virtual Sports
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.7
|
|
|
|
2.8
|
|
|
|
2.4
|
|
|
|
2.3
|
|
|
|
2.8
|
|
|
|
2.7
|
|
|
|
2.7
|
|
|
|
3.2
|
|
|
|
2.5
|
|
|
|
3.1
|
|
|
|
32.4
|
|
Interactive
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.9
|
|
|
|
1.1
|
|
|
|
1.2
|
|
|
|
1.2
|
|
|
|
1.0
|
|
|
|
1.3
|
|
|
|
1.2
|
|
|
|
1.1
|
|
|
|
1.3
|
|
|
|
1.8
|
|
|
|
13.3
|
|
Total Revenue:
|
|
$
|
19.3
|
|
|
$
|
18.0
|
|
|
$
|
15.0
|
|
|
$
|
4.9
|
|
|
$
|
4.4
|
|
|
$
|
6.3
|
|
|
$
|
23.2
|
|
|
$
|
17.9
|
|
|
$
|
19.0
|
|
|
$
|
19.8
|
|
|
$
|
41.1
|
|
|
$
|
10.9
|
|
|
$
|
199.8
|
|
VAT-related revenue (included in total revenue):(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
9.7
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
32.5
|
|
|
|
-
|
|
|
$
|
42.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:(3)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming(5)(6)
|
|
$
|
3.3
|
|
|
$
|
2.1
|
|
|
$
|
1.0
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.9
|
|
|
$
|
11.1
|
|
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
$
|
3.7
|
|
|
$
|
32.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
57.9
|
|
Leisure(5)
|
|
|
1.1
|
|
|
|
1.5
|
|
|
|
(0.2
|
)
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
(1.0
|
)
|
|
|
(0.2
|
)
|
|
|
1.8
|
|
|
|
1.9
|
|
|
|
1.1
|
|
|
|
(1.6
|
)
|
|
|
(1.2
|
)
|
|
|
1.3
|
|
Virtual Sports(5)
|
|
|
1.8
|
|
|
|
1.7
|
|
|
|
2.3
|
|
|
|
2.1
|
|
|
|
2.0
|
|
|
|
1.9
|
|
|
|
2.3
|
|
|
|
2.1
|
|
|
|
2.4
|
|
|
|
2.5
|
|
|
|
1.9
|
|
|
|
2.1
|
|
|
|
25.1
|
|
Interactive(5)
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
7.5
|
|
Corporate(5)(7)
|
|
|
(2.2
|
)
|
|
|
(2.3
|
)
|
|
|
(0.8
|
)
|
|
|
(1.5
|
)
|
|
|
(1.0
|
)
|
|
|
(1.3
|
)
|
|
|
(0.8
|
)
|
|
|
(1.4
|
)
|
|
|
(1.6
|
)
|
|
|
(1.5
|
)
|
|
|
(1.2
|
)
|
|
|
(4.1
|
)
|
|
|
(19.7
|
)
|
Total Adjusted EBITDA:(8)
|
|
$
|
4.2
|
|
|
$
|
3.1
|
|
|
$
|
2.8
|
|
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
|
$
|
13.2
|
|
|
$
|
5.9
|
|
|
$
|
5.9
|
|
|
$
|
6.4
|
|
|
$
|
32.3
|
|
|
$
|
(3.8
|
)
|
|
$
|
72.1
|
|
Net VAT-related income (included in Adjusted EBITDA):(9)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
(9.4
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
(31.6
|
)
|
|
|
-
|
|
|
$
|
(41.0
|
)
|
Unrealized cost-related synergies:(10)
|
|
|
0.8
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
$
|
6.4
|
|
Total Further Adjusted EBITDA:(5)(8)(10)
|
|
$
|
5.0
|
|
|
$
|
3.9
|
|
|
$
|
3.5
|
|
|
$
|
0.7
|
|
|
$
|
1.2
|
|
|
$
|
1.9
|
|
|
$
|
4.3
|
|
|
$
|
6.4
|
|
|
$
|
6.4
|
|
|
$
|
6.6
|
|
|
$
|
0.9
|
|
|
$
|
(3.5
|
)
|
|
$
|
37.4
|
|
|
(1)
|
The
applicable exchange rate to translate our financial information from pound sterling, our functional currency, to U.S. dollars,
our reporting currency, in each of the periods presented were: (i) £1:$1.29 for January 2019, (ii) £1:$1.30 for
February 2019, (iii) £1:$1.32 for March 2019, (iv) £1:$1.30 for April 2019, (v) £1:$1.29 for May 2019, (vi)
£1:$1.27 for June 2019, (vii) £1:$1.25 for July 2019, (viii) £1:$1.22 for August 2019, (ix) £1:$1.24
for September 2019, (x) £1:$1.27 for October 2019, (xi) £1:$1.29 for November 2019, (xii) £1:$1.31 for December
2019, (xiii) £1:$1.31 for January 2020, (xiv) £1:$1.30 for February 2020, (xv) £1:$1.24 for March 2020,
(xvi) £1:$1.24 for April 2020, (xvii) £1:$1.23 for May 2020, (xviii) £1:$1.25 for June 2020, (xix) £1:$1.27
for July 2020, (xx) £1:$1.31 for August 2020, (xxi) £1:$1.29 for September 2020, (xxii) £1:$1.30 for October
2020, (xxiii) £1:$1.32 for November 2020, and (xxiv) £1:$1.34 for December 2020.
|
|
|
|
|
(2)
|
VAT-related
revenue is revenue remitted to us by two of our major UK customers, to which we were entitled because of a UK tax ruling,
which created a rebate of value added tax that had otherwise been incorrectly applied to certain gaming machines in their
estate in the past. VAT-related revenue is included in total revenue in the Gaming segment.
|
|
|
|
|
(3)
|
This
is a non-GAAP financial measure. There are no specific rules or regulations for defining and using non-GAAP financial measures,
and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels.
These financial measures should not be considered in isolation from, or as a substitute for, or superior to, financial information
prepared and presented in accordance with GAAP.
|
|
|
|
|
(4)
|
Segment
Adjusted EBITDA is calculated on a monthly basis as revenue less cost of sales (excluding depreciation and amortization)
less cost of product (excluding depreciation and amortization) less applicable elements of selling, general
and administrative expenses.
|
|
|
|
|
(5)
|
We
calculate net operating (loss)/income for each segment each fiscal quarter. A reconciliation from net operating (loss)/income
for each segment to Adjusted EBITDA and Further Adjusted EBITDA is shown below. The split of Adjusted EBITDA and Further Adjusted
EBITDA for each segment for each month of the applicable quarter is also shown below.
|
|
|
Three
months ended March 31, 2019
|
|
Three
months ended June 30, 2019
|
|
Three
months ended September 30, 2019
|
Three
months ended December 31, 2019
|
|
Year
ended December 31, 2019
|
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
($
in millions unless otherwise stated)(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)/income
|
|
$ 2.2
|
$ 5.9
|
$ (1.5)
|
$ 0.2
|
$ (16.8)
|
$ (10.0)
|
|
$ (1.9)
|
$ 5.4
|
$ (0.6)
|
$ 0.2
|
$ (21.9)
|
$ (18.8)
|
|
$ (1.6)
|
$ 4.8
|
$ (0.9)
|
$ 0.3
|
$ (3.7)
|
$ (1.1)
|
|
$ 1.6
|
$ 5.4
|
$ 0.0
|
$ 1.6
|
$ (19.8)
|
$ (11.1)
|
|
$ (41.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
7.7
|
0.7
|
0.8
|
-
|
0.5
|
9.7
|
|
7.3
|
0.7
|
0.7
|
-
|
0.4
|
9.1
|
|
6.8
|
0.6
|
0.6
|
-
|
0.3
|
8.3
|
|
8.6
|
0.6
|
0.7
|
3.8
|
1.2
|
14.9
|
|
42.0
|
Interest
Income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
-
|
-
|
-
|
-
|
0.0
|
0.0
|
|
-
|
-
|
-
|
-
|
-
|
0.0
|
|
(0.1)
|
Interest
Expense
|
|
-
|
-
|
-
|
-
|
4.4
|
4.4
|
|
-
|
-
|
-
|
-
|
4.0
|
4.0
|
|
-
|
-
|
-
|
-
|
4.4
|
4.4
|
|
-
|
-
|
-
|
-
|
-
|
14.9
|
|
27.8
|
Income
Tax
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
-
|
0.0
|
|
0.1
|
Other
finance expenses/(income)
|
|
-
|
-
|
-
|
-
|
(1.1)
|
(1.1)
|
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
|
-
|
-
|
-
|
-
|
-
|
(4.1)
|
|
(3.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
relating to discontinued activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
charges(b)
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
0.6
|
Items
outside the normal course of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of group restructure(c)
|
|
0.6
|
0.0
|
0.2
|
-
|
0.7
|
1.5
|
|
0.1
|
-
|
(0.1)
|
-
|
1.1
|
1.1
|
|
0.5
|
-
|
-
|
-
|
-
|
0.5
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
3.3
|
Acquisition
and integration related transaction expenses(d)
|
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
|
-
|
-
|
-
|
-
|
3.3
|
3.3
|
|
-
|
-
|
-
|
-
|
1.8
|
1.8
|
|
6.7
|
Impairment
on interest in equity method investee(e)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
Italian
tax related costs relating to prior years(f)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
0.4
|
-
|
-
|
-
|
0.4
|
|
0.4
|
Stock-based
compensation expense
|
|
0.2
|
0.1
|
0.1
|
0.0
|
1.7
|
2.1
|
|
0.3
|
0.2
|
0.0
|
0.0
|
1.8
|
2.3
|
|
0.2
|
0.2
|
0.1
|
0.0
|
1.7
|
2.2
|
|
0.3
|
0.2
|
0.1
|
0.0
|
1.8
|
2.4
|
|
9.0
|
Change
in fair value of earnout liability
|
|
-
|
-
|
-
|
-
|
2.3
|
2.3
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
2.3
|
Change
in fair value of warrant liability
|
|
-
|
-
|
-
|
-
|
5.1
|
5.1
|
|
-
|
-
|
-
|
-
|
8.1
|
8.1
|
|
-
|
-
|
-
|
-
|
(7.4)
|
(7.4)
|
|
-
|
-
|
-
|
-
|
(1.6)
|
(1.6)
|
|
4.1
|
Change
in fair value of derivative liability
|
|
-
|
-
|
-
|
-
|
(1.2)
|
(1.2)
|
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
|
-
|
-
|
-
|
-
|
(2.9)
|
(2.9)
|
|
-
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
|
(3.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA ($):
|
|
$ 10.7
|
$ 6.7
|
$ (0.4)
|
$ 0.2
|
$ (3.5)
|
$ 13.7
|
|
$ 5.8
|
$ 6.3
|
$ 0.0
|
$ 0.2
|
$ (3.4)
|
$ 8.9
|
|
$ 5.9
|
$ 5.6
|
$ (0.2)
|
$ 0.3
|
$ (2.9)
|
$ 8.7
|
|
$ 10.5
|
$ 6.6
|
$ 0.8
|
$ 5.5
|
$ (5.7)
|
$ 17.7
|
|
$ 49.0
|
Adjusted
EBITDA (£):
|
|
£ 8.2
|
£ 5.1
|
£ (0.3)
|
£ 0.2
|
£ (2.6)
|
£ 10.5
|
|
£ 4.5
|
£ 4.9
|
£ 0.0
|
£ 0.2
|
£ (2.6)
|
£ 6.9
|
|
£ 4.8
|
£ 4.6
|
£ (0.2)
|
£ 0.2
|
£ (2.3)
|
£ 7.1
|
|
£ 8.1
|
£ 5.1
|
£ 0.6
|
£ 4.3
|
£ (4.3)
|
£ 13.8
|
|
£ 38.2
|
Net
VAT-related income(g)
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
Unrealized
cost-related synergies(h)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
4.0
|
4.0
|
|
4.0
|
Further
Adjusted EBITDA ($):
|
|
$ 10.7
|
$ 6.7
|
$ (0.4)
|
$ 0.2
|
$ (3.5)
|
$ 13.7
|
|
$ 5.8
|
$ 6.3
|
$ 0.0
|
$ 0.2
|
$ (3.4)
|
$ 8.9
|
|
$ 5.9
|
$ 5.6
|
$ (0.2)
|
$ 0.3
|
$ (2.9)
|
$ 8.7
|
|
$ 10.5
|
$ 6.6
|
$ 0.8
|
$ 5.5
|
$ (1.7)
|
$ 21.7
|
|
$ 53.0
|
Further
Adjusted EBITDA (£):
|
|
£ 8.2
|
£ 5.1
|
£ (0.3)
|
£ 0.2
|
£ (2.6)
|
£ 10.5
|
|
£ 4.5
|
£ 4.9
|
£ 0.0
|
£ 0.2
|
£ (2.6)
|
£ 6.9
|
|
£ 4.8
|
£ 4.6
|
£ (0.2)
|
£ 0.2
|
£ (2.3)
|
£ 7.1
|
|
£ 8.1
|
£ 5.1
|
£ 0.6
|
£ 4.3
|
£ (1.3)
|
£ 16.8
|
|
£ 41.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly
Breakdown of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
$
3.5
|
$ 2.1
|
$ (0.1)
|
$ 0.1
|
$ (1.1)
|
$ 4.5
|
April
|
$ 2.1
|
$ 2.2
|
$ 0.0
|
$ 0.1
|
$ (1.2)
|
$ 3.1
|
July
|
$ 1.9
|
$ 1.9
|
$ (0.1)
|
$ 0.1
|
$ (1.2)
|
$ 2.6
|
October
|
$ 2.7
|
$ 2.0
|
$ 0.2
|
$ 2.4
|
$ (2.0)
|
$ 5.2
|
|
-
|
|
February
|
2.7
|
1.8
|
(0.2)
|
0.1
|
(1.2)
|
3.1
|
May
|
1.7
|
1.9
|
0.0
|
0.1
|
(1.2)
|
2.5
|
August
|
2.1
|
1.8
|
(0.1)
|
0.1
|
(1.1)
|
2.8
|
November
|
2.8
|
2.0
|
0.4
|
1.9
|
(1.1)
|
5.9
|
|
-
|
|
March
|
4.5
|
2.8
|
(0.2)
|
0.1
|
(1.1)
|
6.1
|
June
|
2.0
|
2.1
|
0.1
|
0.1
|
(1.0)
|
3.3
|
September
|
2.0
|
1.9
|
(0.1)
|
0.1
|
(0.6)
|
3.3
|
December
|
5.1
|
2.6
|
0.2
|
1.3
|
(2.5)
|
6.6
|
|
-
|
Quarterly
Adjusted EBITDA (S):
|
|
$ 10.7
|
$ 6.7
|
$ (0.4)
|
$ 0.2
|
$ (3.5)
|
$ 13.7
|
|
$ 5.8
|
$ 6.3
|
$ 0.0
|
$ 0.2
|
$ (3.4)
|
$ 8.9
|
|
$ 5.9
|
$ 5.6
|
$ (0.2)
|
$ 0.3
|
$ (2.9)
|
$ 8.7
|
|
$ 10.5
|
$ 6.6
|
$ 0.8
|
$ 5.5
|
$ (5.7)
|
$ 17.7
|
|
$ 49.0
|
Quarterly
Adjusted EBITDA (£):
|
|
£ 8.2
|
£ 5.1
|
£ (0.3)
|
£ 0.2
|
£ (2.6)
|
£ 10.5
|
|
£ 4.5
|
£ 4.9
|
£ 0.0
|
£ 0.2
|
£ (2.6)
|
£ 6.9
|
|
£ 4.8
|
£ 4.6
|
£ (0.2)
|
£ 0.2
|
£ (2.3)
|
£ 7.1
|
|
£ 8.1
|
£ 5.1
|
£ 0.6
|
£ 4.3
|
£ (4.3)
|
£ 13.8
|
|
£ 38.2
|
Monthly
Breakdown of Further Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
$
3.5
|
$ 2.1
|
$ (0.1)
|
$ 0.1
|
$ (1.1)
|
$ 4.5
|
April
|
$ 2.1
|
$ 2.2
|
$ 0.0
|
$ 0.1
|
$ (1.2)
|
$ 3.1
|
July
|
$ 1.9
|
$ 1.9
|
$ (0.1)
|
$ 0.1
|
$ (1.2)
|
$ 2.6
|
October
|
$ 2.7
|
$ 2.0
|
$ 0.2
|
$ 2.4
|
$ (0.7)
|
$ 6.5
|
|
-
|
|
February
|
2.7
|
1.8
|
(0.2)
|
0.1
|
(1.2)
|
3.1
|
May
|
1.7
|
1.9
|
0.0
|
0.1
|
(1.2)
|
2.5
|
August
|
2.1
|
1.8
|
(0.1)
|
0.1
|
(1.1)
|
2.8
|
November
|
2.8
|
2.0
|
0.4
|
1.9
|
0.2
|
7.2
|
|
-
|
|
March
|
4.5
|
2.8
|
(0.2)
|
0.1
|
(1.1)
|
6.1
|
June
|
2.0
|
2.1
|
0.1
|
0.1
|
(1.0)
|
3.3
|
September
|
2.0
|
1.9
|
(0.1)
|
0.1
|
(0.6)
|
3.3
|
December
|
5.1
|
2.6
|
0.2
|
1.3
|
(1.2)
|
8.0
|
|
-
|
Quarterly
Further Adjusted EBITDA (S):
|
|
$ 10.7
|
$ 6.7
|
$ (0.4)
|
$ 0.2
|
$ (3.5)
|
$ 13.7
|
|
$ 5.8
|
$ 6.3
|
$ 0.0
|
$ 0.2
|
$ (3.4)
|
$ 8.9
|
|
$ 5.9
|
$ 5.6
|
$ (0.2)
|
$ 0.3
|
$ (2.9)
|
$ 8.7
|
|
$ 10.5
|
$ 6.6
|
$ 0.8
|
$ 5.5
|
$ (1.7)
|
$ 21.7
|
|
$ 53.0
|
Quarterly
Further Adjusted EBITDA (£):
|
|
£ 8.2
|
£ 5.1
|
£ (0.3)
|
£ 0.2
|
£ (2.6)
|
£ 10.5
|
|
£ 4.5
|
£ 4.9
|
£ 0.0
|
£ 0.2
|
£ (2.6)
|
£ 6.9
|
|
£ 4.8
|
£ 4.6
|
£ (0.2)
|
£ 0.2
|
£ (2.3)
|
£ 7.1
|
|
£ 8.1
|
£ 5.1
|
£ 0.6
|
£ 4.3
|
£ (1.3)
|
£ 16.8
|
|
£ 41.3
|
|
|
|
|
Year
ended December 31, 2020
|
|
|
Three
months ended March 31, 2020
|
|
Three
months ended June 30, 2020
|
|
Three
months ended September 30, 2020
|
Three
months ended December 31, 2020
|
|
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
Gaming
|
Virtual
Sports
|
Interactive
|
Leisure
|
Corporate
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
($
in millions unless otherwise stated)(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)/income
|
|
$ (1.2)
|
$ 5.0
|
$ 0.1
|
$ (1.0)
|
$ (12.6)
|
$ (9.7)
|
|
$ (7.2)
|
$ 5.1
|
$ 1.7
|
$ (7.0)
|
$ (19.0)
|
$ (26.3)
|
|
$ 9.6
|
$ 5.7
|
$ 1.6
|
$ (2.1)
|
$ (14.3)
|
$ 0.5
|
|
$ 28.3
|
$ 5.1
|
$ 1.4
|
$ (5.6)
|
$ (26.1)
|
$ 3.1
|
|
$ (32.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
7.4
|
0.8
|
0.6
|
3.4
|
0.4
|
12.6
|
|
7.0
|
0.9
|
0.6
|
4.4
|
0.4
|
13.3
|
|
6.6
|
1.0
|
0.5
|
5.4
|
0.5
|
14.0
|
|
6.6
|
1.1
|
0.6
|
3.7
|
0.4
|
12.4
|
|
52.3
|
Interest
Income
|
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
(0.6)
|
Interest
Expense
|
|
-
|
-
|
-
|
-
|
6.1
|
6.1
|
|
-
|
-
|
-
|
-
|
8.1
|
8.1
|
|
-
|
-
|
-
|
-
|
8.3
|
8.3
|
|
-
|
-
|
-
|
-
|
8.1
|
8.1
|
|
30.6
|
Income
Tax
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
0.0
|
0.0
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
0.4
|
Other
finance expenses/(income)
|
|
-
|
-
|
-
|
-
|
3.7
|
3.7
|
|
-
|
-
|
-
|
-
|
2.5
|
2.5
|
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
|
-
|
-
|
-
|
-
|
(1.2)
|
(1.2)
|
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
relating to discontinued activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
charges(b)
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
0.6
|
Items
outside the normal course of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of group restructure(c)
|
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
|
-
|
-
|
-
|
-
|
0.3
|
0.3
|
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
0.8
|
Acquisition
and integration related transaction expenses(d)
|
|
-
|
-
|
-
|
-
|
3.2
|
3.2
|
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
|
-
|
-
|
-
|
-
|
1.4
|
1.4
|
|
7.0
|
Impairment
on interest in equity method investee(e)
|
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
0.7
|
Change
in fair value of warrant liability
|
|
-
|
-
|
-
|
-
|
(7.7)
|
(7.7)
|
|
-
|
-
|
-
|
-
|
1.8
|
1.8
|
|
-
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
|
-
|
-
|
-
|
-
|
9.3
|
9.3
|
|
3.2
|
Stock-based
compensation expense
|
|
0.1
|
0.1
|
0.0
|
0.0
|
0.8
|
1.0
|
|
0.1
|
0.1
|
0.1
|
0.0
|
0.7
|
1.0
|
|
0.2
|
0.1
|
0.1
|
0.0
|
0.7
|
1.1
|
|
0.3
|
0.1
|
0.1
|
0.1
|
1.1
|
1.7
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA ($):
|
|
$ 6.3
|
$ 5.9
|
$ 0.7
|
$ 2.4
|
$ (5.2)
|
$ 10.1
|
|
$ 0.0
|
$ 6.1
|
$ 2.4
|
$ (2.6)
|
$ (3.8)
|
$ 2.1
|
|
$ 16.4
|
$ 6.8
|
$ 2.2
|
$ 3.3
|
$ (3.7)
|
$ 25.0
|
|
$ 35.2
|
$ 6.3
|
$ 2.1
|
$ (1.8)
|
$ (6.9)
|
$ 34.9
|
|
$ 72.1
|
Adjusted
EBITDA (£):
|
|
£ 4.9
|
£ 4.6
|
£ 0.6
|
£ 1.8
|
£ (4.1)
|
£ 7.8
|
|
£ 0.0
|
£ 4.9
|
£ 2.0
|
£ (2.1)
|
£ (3.1)
|
£ 1.7
|
|
£ 12.8
|
£ 5.2
|
£ 1.7
|
£ 2.7
|
£ (2.9)
|
£ 19.5
|
|
£ 26.5
|
£ 4.9
|
£ 1.6
|
£ (1.3)
|
£ (5.1)
|
£ 26.6
|
|
£ 55.5
|
Net
VAT-related income(g)
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ (9.4)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ (9.4)
|
|
$ (31.6)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ (31.6)
|
|
$ (41.0)
|
Unrealized
cost-related synergies:(h)
|
|
-
|
-
|
-
|
-
|
2.3
|
2.3
|
|
-
|
-
|
-
|
-
|
1.8
|
1.8
|
|
-
|
-
|
-
|
-
|
1.6
|
1.6
|
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
|
6.4
|
Further
Adjusted EBITDA ($):
|
|
$ 6.3
|
$ 5.9
|
$ 0.7
|
$ 2.4
|
$ (3.0)
|
$ 12.4
|
|
$ 0.0
|
$ 6.1
|
$ 2.4
|
$ (2.6)
|
$ (2.1)
|
$ 3.8
|
|
$ 7.0
|
$ 6.8
|
$ 2.2
|
$ 3.3
|
$ (2.2)
|
$ 17.2
|
|
$ 3.6
|
$ 6.3
|
$ 2.1
|
$ (1.8)
|
$ (6.2)
|
$ 4.0
|
|
$ 37.4
|
Further
Adjusted EBITDA (£):
|
|
£ 4.9
|
£ 4.6
|
£ 0.6
|
£ 1.8
|
£ (2.3)
|
£ 9.6
|
|
£ 0.0
|
£ 4.9
|
£ 2.0
|
£ (2.1)
|
£ (1.7)
|
£ 3.1
|
|
£ 5.7
|
£ 5.2
|
£ 1.7
|
£ 2.7
|
£ (1.7)
|
£ 13.6
|
|
£ 2.6
|
£ 4.9
|
£ 1.6
|
£ (1.3)
|
£ (4.6)
|
£ 3.1
|
|
£ 29.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly
Breakdown of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
$ 3.3
|
$ 1.8
|
$ 0.2
|
$ 1.1
|
$ (2.2)
|
$ 4.2
|
April
|
$ (0.3)
|
$ 2.1
|
$ 0.8
|
$ (1.0)
|
$ (1.5)
|
$ 0.1
|
July
|
$ 11.1
|
$ 2.3
|
$ 0.7
|
$ (0.2)
|
$ (0.8)
|
$ 13.2
|
October
|
$ 3.7
|
$ 2.5
|
$ 0.6
|
$ 1.1
|
$ (1.5)
|
$ 6.4
|
|
-
|
|
February
|
2.1
|
1.7
|
0.1
|
1.5
|
(2.3)
|
3.1
|
May
|
(0.5)
|
2.0
|
0.8
|
(0.7)
|
(1.0)
|
0.6
|
August
|
2.7
|
2.1
|
0.8
|
1.8
|
(1.4)
|
5.9
|
November
|
32.5
|
1.9
|
0.8
|
(1.6)
|
(1.2)
|
32.3
|
|
-
|
|
March
|
1.0
|
2.3
|
0.4
|
(0.2)
|
(0.8)
|
2.8
|
June
|
0.9
|
1.9
|
0.8
|
(1.0)
|
(1.3)
|
1.4
|
September
|
2.5
|
2.4
|
0.7
|
1.9
|
(1.6)
|
5.9
|
December
|
(1.3)
|
2.1
|
0.7
|
(1.2)
|
(4.1)
|
(3.8)
|
|
-
|
Quarterly
Adjusted EBITDA ($):
|
|
$ 6.3
|
$ 5.9
|
$ 0.7
|
$ 2.4
|
$ (5.2)
|
$ 10.1
|
|
$ 0.0
|
$ 6.1
|
$ 2.4
|
$ (2.6)
|
$ (3.8)
|
$ 2.1
|
|
$ 16.4
|
$ 6.8
|
$ 2.2
|
$ 3.3
|
$ (3.7)
|
$ 25.0
|
|
$ 35.2
|
$ 6.3
|
$ 2.1
|
$ (1.8)
|
$ (6.9)
|
$ 34.9
|
|
$ 72.1
|
Quarterly
Adjusted EBITDA (£):
|
|
£ 4.9
|
£ 4.6
|
£ 0.6
|
£ 1.8
|
£ (4.1)
|
£ 7.8
|
|
£ 0.0
|
£ 4.9
|
£ 2.0
|
£ (2.1)
|
£ (3.1)
|
£ 1.7
|
|
£ 12.8
|
£ 5.2
|
£ 1.7
|
£ 2.7
|
£ (2.9)
|
£ 19.5
|
|
£ 26.5
|
£ 4.9
|
£ 1.6
|
£ (1.3)
|
£ (5.1)
|
£ 26.6
|
|
£ 55.5
|
Monthly
Breakdown of Further Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
$ 3.3
|
$ 1.8
|
$ 0.2
|
$ 1.1
|
$ (1.4)
|
$ 5.0
|
April
|
$ (0.3)
|
$ 2.1
|
$ 0.8
|
$ (1.0)
|
$ (0.9)
|
$ 0.7
|
July
|
$ 1.8
|
$ 2.3
|
$ 0.7
|
$ (0.2)
|
$ (0.3)
|
$ 4.3
|
October
|
$ 3.7
|
$ 2.5
|
$ 0.6
|
$ 1.1
|
$ (1.3)
|
$ 6.6
|
|
-
|
|
February
|
2.1
|
1.7
|
0.1
|
1.5
|
(1.5)
|
3.9
|
May
|
(0.5)
|
2.0
|
0.8
|
(0.7)
|
(0.5)
|
1.2
|
August
|
2.7
|
2.1
|
0.8
|
1.8
|
(0.9)
|
6.4
|
November
|
0.9
|
1.9
|
0.8
|
(1.6)
|
(1.0)
|
0.9
|
|
-
|
|
March
|
1.0
|
2.3
|
0.4
|
(0.2)
|
0.0
|
3.5
|
June
|
0.9
|
1.9
|
0.8
|
(1.0)
|
(0.7)
|
1.9
|
September
|
2.5
|
2.4
|
0.7
|
1.9
|
(1.0)
|
6.4
|
December
|
(1.3)
|
2.1
|
0.7
|
(1.2)
|
(3.9)
|
(3.5)
|
|
-
|
Quarterly
Further Adjusted EBITDA ($):
|
|
$ 6.3
|
$ 5.9
|
$ 0.7
|
$ 2.4
|
$ (3.0)
|
$ 12.4
|
|
$ 0.0
|
$ 6.1
|
$ 2.4
|
$ (2.6)
|
$ (2.1)
|
$ 3.8
|
|
$ 7.0
|
$ 6.8
|
$ 2.2
|
$ 3.3
|
$ (2.2)
|
$ 17.2
|
|
$ 3.6
|
$ 6.3
|
$ 2.1
|
$ (1.8)
|
$ (6.2)
|
$ 4.0
|
|
$ 37.4
|
Quarterly
Further Adjusted EBITDA (£):
|
|
£ 4.9
|
£ 4.6
|
£ 0.6
|
£ 1.8
|
£ (2.3)
|
£ 9.6
|
|
£ 0.0
|
£ 4.9
|
£ 2.0
|
£ (2.1)
|
£ (1.7)
|
£ 3.1
|
|
£ 5.7
|
£ 5.2
|
£ 1.7
|
£ 2.7
|
£ (1.7)
|
£ 13.6
|
|
£ 2.6
|
£ 4.9
|
£ 1.6
|
£ (1.3)
|
£ (4.6)
|
£ 3.1
|
|
£ 29.4
|
|
(a)
|
The
applicable exchange rate to translate our financial information from pound sterling, our functional currency, to U.S. dollars,
our reporting currency, in each of the periods presented were: (i) £1:$1.29 for January 2019, (ii) £1:$1.30 for
February 2019, (iii) £1:$1.32 for March 2019, (iv) £1:$1.30 for April 2019, (v) £1:$1.29 for May 2019, (vi)
£1:$1.27 for June 2019, (vii) £1:$1.25 for July 2019, (viii) £1:$1.22 for August 2019, (ix) £1:$1.24
for September 2019, (x) £1:$1.27 for October 2019, (xi) £1:$1.29 for November 2019, (xii) £1:$1.31 for December
2019, (xiii) £1:$1.31 for January 2020, (xiv) £1:$1.30 for February 2020, (xv) £1:$1.24 for March 2020,
(xvi) £1:$1.24 for April 2020, (xvii) £1:$1.23 for May 2020, (xviii) £1:$1.25 for June 2020, (xix) £1:$1.27
for July 2020, (xx) £1:$1.31 for August 2020, (xxi) £1:$1.29 for September 2020, (xxii) £1:$1.30 for October
2020, (xxiii) £1:$1.32 for November 2020, and (xxiv) £1:$1.34 for December 2020, which were calculated by dividing
the USD Adjusted EBITDA by the GBP Adjusted EBITDA. As a result, these exchange rates could be slightly different from the
average rate during the period depending on timing of transactions.
|
|
|
|
|
(b)
|
Pension
charges are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit
scheme, which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the
figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme)
and a small amount of associated professional services expenses. These costs are included within corporate functions.
|
|
|
|
|
(c)
|
Costs
of group restructure include redundancy costs, payments in lieu of notice costs, any associated employer taxes and costs associated
with onerous property leases. To qualify as being an adjusting item, costs must be part of a large restructuring project,
which will net save ongoing future costs. These costs were primarily incurred in connection with the property consolidation.
|
|
|
|
|
(d)
|
Represents
expenses incurred in connection with potential or actual acquisitions and associated integration fees. The majority of these
expenses were incurred in connection with our acquisition of the Gaming Technology Group from Novomatic UK Ltd, which we acquired
in October 2019 (the “NTG Acquisition”).
|
|
|
|
|
(e)
|
In
April 2020, the Parent disposed of its 40% non-controlling equity interest in Innov8 Gaming Limited, which resulted in the
investment of $0.7 million being written off.
|
|
|
|
|
(f)
|
Italian
tax related costs relating to prior years invoicing relates to VAT charges and associated costs, relating to prior years,
imposed on our Virtual Sports segment following changes in interpretation of legislation and ongoing VAT audit in line with
prior years disclosures.
|
|
|
|
|
(g)
|
Net
VAT-related income is VAT-related revenue less costs associated with such income. Net VAT-related income is included in Adjusted
EBITDA in the Gaming segment.
|
|
|
|
|
(h)
|
For
the twelve months ended December 31, 2020, unrealized cost-related synergies is total expected annualized synergies from the
NTG Acquisition (being £13.7 million) less synergies captured in the year ended December 31, 2020; assumes an average
exchange rate of £1:$1.30. For the twelve months ended December 31, 2019, unrealized cost-related synergies is total
expected quarterly synergies from the NTG Acquisition (being £3.4 million) less synergies captured in the three months
ended December 31, 2019; assumes an average exchange rate of £1:$1.29. Further Adjusted EBITDA only includes unrealized
cost-related synergies from the NTG Acquisition starting from October 2019 (the NTG Acquisition closed in October 2019).
|
|
(6)
|
Includes
approximately $9.7 million and $32.5 million of VAT-related revenue in the Gaming segment in July 2020 and November 2020,
respectively. Includes approximately $9.4 million and $31.6 million of net VAT-related income in the Gaming segment in July
2020 and November 2020, respectively.
|
|
|
|
|
(7)
|
Corporate
function costs consist primarily of selling, general and administrative expenses and depreciation and amortization costs relating
to corporate/shared functions. All acquisition and integration related transaction expenses are allocated as corporate function
costs.
|
|
|
|
|
(8)
|
A
reconciliation from net (loss)/income to Adjusted EBITDA and Further Adjusted EBITDA is shown below.
|
|
2019
|
|
2020
|
|
Total
|
|
January
|
February
|
March
|
April
|
May
|
June
|
July
|
August
|
September
|
October
|
November
|
December
|
|
January
|
February
|
March
|
April
|
May
|
June
|
July
|
August
|
September
|
October
|
November
|
December
|
|
2019
|
2020
|
|
|
(unaudited)
|
|
|
($
in millions unless otherwise
stated)(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)/income
|
$ 0.4
|
$
(7.7)
|
$ (2.7)
|
$
(2.5)
|
$
(3.6)
|
$
(12.7)
|
$
(2.9)
|
$
(2.9)
|
$
4.7
|
$
(9.5)
|
$
(0.5)
|
$
(1.1)
|
|
$
(1.8)
|
$
(5.7)
|
$
(2.2)
|
$
(6.1)
|
$
(9.8)
|
$
(10.4)
|
$ 6.4
|
$
(1.8)
|
$
(4.1)
|
$
(0.7)
|
$ 25.7
|
$
(21.9)
|
|
$
(41.1)
|
$
(32.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization(b)
|
3.1
|
3.2
|
3.4
|
3.1
|
3.1
|
2.8
|
3.0
|
2.7
|
2.6
|
4.6
|
4.2
|
6.1
|
|
4.0
|
4.0
|
4.6
|
4.4
|
4.5
|
4.4
|
4.5
|
5.0
|
4.5
|
4.2
|
3.7
|
4.6
|
|
42.0
|
52.3
|
Interest
Income
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.1
|
0.0
|
0.0
|
0.0
|
|
0.0
|
0.0
|
(0.3)
|
0.0
|
0.0
|
0.0
|
(0.1)
|
0.0
|
0.0
|
0.0
|
0.0
|
(0.1)
|
|
(0.1)
|
(0.6)
|
Interest
Expense
|
1.7
|
1.5
|
1.3
|
1.5
|
1.4
|
1.1
|
1.3
|
1.6
|
1.5
|
3.4
|
2.2
|
9.3
|
|
2.2
|
2.0
|
1.9
|
2.6
|
2.1
|
3.4
|
2.8
|
2.9
|
2.6
|
2.7
|
2.7
|
2.7
|
|
27.8
|
30.6
|
Income
Tax
|
0.0
|
0.0
|
(0.1)
|
0.0
|
0.0
|
0.1
|
0.0
|
0.0
|
0.1
|
0.0
|
0.4
|
(0.4)
|
|
(0.1)
|
0.1
|
0.2
|
0.0
|
(0.1)
|
0.1
|
0.0
|
0.0
|
0.1
|
0.0
|
0.0
|
0.1
|
|
0.1
|
0.4
|
Other finance
expenses/(income)
|
(4.2)
|
4.1
|
(1.0)
|
(0.1)
|
(0.1)
|
1.1
|
(0.1)
|
(0.1)
|
1.4
|
(2.6)
|
(1.2)
|
(0.3)
|
|
(1.2)
|
2.2
|
2.7
|
(1.9)
|
3.4
|
1.0
|
(0.8)
|
(1.1)
|
1.7
|
(0.9)
|
(0.6)
|
0.3
|
|
(3.2)
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
relating to legacy activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
charges(c)
|
0.1
|
0.0
|
0.1
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.1
|
0.0
|
0.0
|
|
0.1
|
0.1
|
01
|
0.1
|
0.1
|
0.1
|
0.1
|
0.1
|
0.0
|
0.1
|
0.1
|
(0.1)
|
|
0.6
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
outside the normal course of business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs
of group restructure(d)
|
0.1
|
1.0
|
0.5
|
0.2
|
0.5
|
0.4
|
0.1
|
0.3
|
0.1
|
0.0
|
0.2
|
(0.1)
|
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.2
|
0.0
|
0.0
|
0.4
|
0.0
|
0.0
|
0.0
|
|
3.3
|
0.8
|
Acquisition
and integration related transaction expenses(e)
|
0.0
|
0.3
|
0.5
|
0.0
|
0.4
|
0.3
|
0.3
|
0.5
|
2.5
|
8.6
|
(0.1)
|
(6.7)
|
|
0.4
|
0.1
|
2.6
|
0.6
|
0.2
|
0.5
|
0.1
|
0.6
|
0.5
|
0.5
|
0.4
|
0.6
|
|
6.7
|
7.0
|
Impairment
on interest in equity method investee(f)
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
0.0
|
0.0
|
0.7
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
0.0
|
0.7
|
Italian
tax related costs relating to prior years(g)
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.3
|
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
0.4
|
0.0
|
Stock-based
compensation expense
|
0.7
|
0.7
|
0.8
|
0.8
|
0.7
|
0.8
|
0.8
|
0.8
|
0.6
|
0.8
|
0.7
|
1.0
|
|
0.5
|
0.3
|
0.2
|
0.3
|
0.3
|
0.3
|
0.3
|
0.3
|
0.5
|
0.5
|
0.5
|
0.7
|
|
9.0
|
4.8
|
Change
in fair value of earnout liability
|
2.6
|
0.1
|
(0.4)
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
2.3
|
0.0
|
Change
in fair value of derivative liability
|
0.0
|
0.0
|
(1.2)
|
0.0
|
0.0
|
1.3
|
0.0
|
0.0
|
(2.9)
|
(0.1)
|
0.0
|
0.0
|
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
(3.0)
|
0.0
|
Change
in fair value of warrant liability
|
-
|
-
|
5.1
|
-
|
-
|
8.1
|
-
|
-
|
(7.4)
|
-
|
-
|
(1.6)
|
|
-
|
-
|
(7.7)
|
-
|
-
|
1.8
|
-
|
-
|
(0.2)
|
-
|
-
|
9.3
|
|
4.1
|
3.2
|
Adjusted
EBITDA ($)(h):
|
$ 4.5
|
$ 3.1
|
$ 6.1
|
$ 3.1
|
$ 2.5
|
$ 3.3
|
$ 2.6
|
$ 2.8
|
$ 3.3
|
$ 5.2
|
$ 5.9
|
$ 6.6
|
|
$ 4.2
|
$ 3.1
|
$ 2.8
|
$ 0.1
|
$ 0.6
|
$ 1.4
|
$ 13.2
|
$ 5.9
|
$ 5.9
|
$ 6.4
|
$ 32.3
|
$
(3.8)
|
|
$ 49.0
|
$ 72.1
|
Adjusted
EBITDA (£)(h):
|
£ 3.5
|
£ 2.4
|
£ 4.6
|
£ 2.4
|
£ 1.9
|
£ 2.6
|
£ 2.1
|
£ 2.3
|
£ 2.7
|
£ 4.1
|
£ 4.6
|
£ 5.1
|
|
£ 3.2
|
£ 2.4
|
£ 2.2
|
£ 0.1
|
£ 0.5
|
£ 1.1
|
£ 10.4
|
£ 4.5
|
£ 4.6
|
£ 4.9
|
£ 24.5
|
£
(2.8)
|
|
£ 38.2
|
£ 55.5
|
Net
VAT-related income:(i)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ (9.4)
|
$ -
|
$ -
|
$ -
|
$ (31.6)
|
$ -
|
-
|
$ -
|
$ (41.0)
|
Unrealized
cost-related synergies:(j)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
1.3
|
|
0.8
|
0.8
|
0.7
|
0.6
|
0.6
|
0.6
|
0.5
|
0.5
|
0.5
|
0.2
|
0.2
|
0.2
|
|
4.0
|
6.4
|
Further
Adjusted EBITDA ($):
|
$ 4.5
|
$ 3.1
|
$ 6.1
|
$ 3.1
|
$ 2.5
|
$ 3.3
|
$ 2.6
|
$ 2.8
|
$ 3.3
|
$ 6.5
|
$ 7.2
|
$ 8.0
|
|
$ 5.0
|
$ 3.9
|
$ 3.5
|
$ 0.7
|
$ 1.2
|
$ 1.9
|
$ 4.3
|
$ 6.4
|
$ 6.4
|
$ 6.6
|
$ 0.9
|
$ (3.5)
|
|
$ 53.0
|
$ 37.4
|
Further
Adjusted EBITDA (£):
|
£ 3.5
|
£ 2.4
|
£ 4.6
|
£ 2.4
|
£ 1.9
|
£ 2.6
|
£ 2.1
|
£ 2.3
|
£ 2.7
|
£ 5.1
|
£ 5.6
|
£ 6.1
|
|
£ 3.8
|
£ 3.0
|
£ 2.8
|
£ 0.6
|
£ 0.9
|
£ 1.5
|
£ 3.7
|
£ 4.9
|
£ 5.0
|
£ 5.1
|
£ 0.7
|
£ (2.6)
|
|
£ 41.3
|
£ 29.4
|
|
(a)
|
The
applicable exchange rate to translate our financial information from pound sterling, our functional currency, to U.S. dollars,
our reporting currency, in each of the periods presented were: (i) £1:$1.29 for January 2019, (ii) £1:$1.30 for
February 2019, (iii) £1:$1.32 for March 2019, (iv) £1:$1.30 for April 2019, (v) £1:$1.29 for May 2019, (vi)
£1:$1.27 for June 2019, (vii) £1:$1.25 for July 2019, (viii) £1:$1.22 for August 2019, (ix) £1:$1.24
for September 2019, (x) £1:$1.27 for October 2019, (xi) £1:$1.29 for November 2019, (xii) £1:$1.31 for December
2019, (xii) £1:$1.31 for January 2020, (xiv) £1:$1.30 for February 2020, (xv) £1:$1.24 for March 2020, (xvi)
£1:$1.24 for April 2020, (xvii) £1:$1.23 for May 2020, (xviii) £1:$1.25 for June 2020, (xix) £1:$1.27
for July 2020, (xx) £1:$1.31 for August 2020, (xxi) £1:$1.29 for September 2020, (xxii) £1:$1.30 for October
2020, (xxiii) £1:$1.32 for November 2020, and (xxiv) £1:$1.34 for December 2020, which were calculated by dividing
the USD Adjusted EBITDA by the GBP Adjusted EBITDA. As a result, these exchange rates could be slightly different from the
average rate during the period depending on timing of transactions.
|
|
|
|
|
(b)
|
As
we adopted ASC 842 as of December 31, 2019, the amortization charge for right-of-use assets only applied in the final quarter
for the year ended December 31, 2019. Accordingly, our depreciation and amortization expenses for each month in 2020 differ
from, and are not directly comparable to, our depreciation and amortization expenses for each month in 2019. See the notes
to our financial statements for more information. Our future growth initiatives are focused on expanding our digital and online
gaming. Accordingly, we expect that depreciation and amortization expense will be reduced in future periods as our investments
in digital and online gaming are less capital intensive than our investments in gaming terminals.
|
|
|
|
|
(c)
|
Pension
charges are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit
scheme, which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the
figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme)
and a small amount of associated professional services expenses. These costs are included within corporate functions.
|
|
|
|
|
(d)
|
Costs
of group restructure include redundancy costs, payments in lieu of notice costs, any associated employer taxes and costs associated
with onerous property leases. To qualify as being an adjusting item, costs must be part of a large restructuring project,
which will net save ongoing future costs. These costs were primarily incurred in connection with the property consolidation.
|
|
|
|
|
(e)
|
Represents
expenses incurred in connection with potential or actual acquisitions and associated integration fees. The majority of these
expenses were incurred in connection with the NTG Acquisition.
|
|
|
|
|
(f)
|
In
April 2020, the Parent disposed of its 40% non-controlling equity interest in Innov8 Gaming Limited, which resulted in the
investment of $0.7 million being written off.
|
|
|
|
|
(g)
|
Italian
tax related costs relating to prior years invoicing relates to VAT charges and associated costs, relating to prior years,
imposed on our Virtual Sports segment following changes in interpretation of legislation and ongoing VAT audit in line with
prior years disclosures.
|
|
|
|
|
(h)
|
Includes
approximately $9.4 million and $31.6 million of net VAT-related income within the Gaming segment in July 2020 and November
2020, respectively.
|
|
|
|
|
(i)
|
Net
VAT-related income is VAT-related revenue less costs associated with such income. Net VAT-related income is included in Adjusted
EBITDA in the Gaming segment.
|
|
|
|
|
(j)
|
For
the twelve months ended December 31, 2020, unrealized cost-related synergies is total expected annualized synergies from the
NTG Acquisition (being £13.7 million) less synergies captured in the year ended December 31, 2020; assumes an average
exchange rate of £1:$1.30. For the twelve months ended December 31, 2019, unrealized cost-related synergies is total
expected quarterly synergies from the NTG Acquisition (being £3.4 million) less synergies captured in the three months
ended December 31, 2019; assumes an average exchange rate of £1:$1.29. Further Adjusted EBITDA only includes unrealized
cost-related synergies from the NTG Acquisition starting from October 2019 (the NTG Acquisition closed in October 2019).
|
|
(9)
|
Net
VAT-related income is VAT-related revenue less costs associated with such income. Net VAT-related income is included in Adjusted
EBITDA in the Gaming segment.
|
|
|
|
|
(10)
|
For
the twelve months ended December 31, 2020, unrealized cost-related synergies is total expected annualized synergies from the
NTG Acquisition (being £13.7 million) less synergies captured in the year ended December 31, 2020; assumes an average
exchange rate of £1:$1.30. For the twelve months ended December 31, 2019, unrealized cost-related synergies is total
expected quarterly synergies from the NTG Acquisition (being £3.4 million) less synergies captured in the three months
ended December 31, 2019; assumes an average exchange rate of £1:$1.29. Further Adjusted EBITDA only includes unrealized
cost-related synergies from the NTG Acquisition starting from October 2019 (the NTG Acquisition closed in October 2019).
|
|
|
|
|
(11)
|
Further
Adjusted EBITDA is Adjusted EBITDA excluding net VAT-related income but including unrealized cost-related synergies from the
NTG Acquisition. Further Adjusted EBITDA only includes unrealized cost-related synergies from the NTG Acquisition starting
from October 2019 (the NTG Acquisition closed in October 2019).
|
Capital
Expenditures
Our
capital expenditures mainly consist of gaming terminals amusement machine terminals and capitalized software development costs.
Our capital expenditure amounted to $37.0 million, $25.2 million and $30.0 million in the years ended December 31,
2018, 2019 and 2020, respectively. The following table sets forth our monthly capital expenditure for the periods indicated below.
The monthly financial information was derived from our internal management reporting systems.
The
following financial information should be read in conjunction with our financial statements.
|
2019
|
|
2020
|
|
Total
|
|
January
|
February
|
March
|
April
|
May
|
June
|
July
|
August
|
September
|
October
|
November
|
December
|
|
January
|
February
|
March
|
April
|
May
|
June
|
July
|
August
|
September
|
October
|
November
|
December
|
|
2019
|
2020
|
|
|
(unaudited)
|
|
|
($
in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Expenditure:
|
$ 1.5
|
$ 1.6
|
$ 1.4
|
$ 1.4
|
$ 1.2
|
$ 1.6
|
$ 2.6
|
$ 0.3
|
$ 2.6
|
$ 3.6
|
$ 3.7
|
$ 3.8
|
|
$ 3.1
|
$ 4.8
|
$ 4.0
|
$ 1.3
|
$ 1.1
|
$ 1.3
|
$ 1.9
|
$ 0.9
|
$ 3.6
|
$ 2.0
|
$ 1.3
|
$ 4.9
|
|
$ 25.2
|
$ 30.0
|
Non-GAAP
Measures
We
use certain non-GAAP financial measures, including Adjusted EBITDA and Further Adjusted EBITDA, to analyze our operating performance
(the “Non-GAAP Measures”). We use these financial measures to manage our business on a day-to-day basis. We believe
that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that the Non-GAAP
Measures provide expanded insight into our business, in addition to standard GAAP financial measures. There are no specific rules
or regulations for defining and using non-GAAP financial measures, and as a result the measures we use may not be comparable to
measures used by other companies, even if they have similar labels. The presentation of our Non-GAAP Measures should not be considered
in isolation from, or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
You should consider our Non-GAAP Measures in conjunction with our GAAP financial measures.
We
define our Non-GAAP Measures as follows:
“Adjusted
EBITDA” is defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax
expense, and other additional exclusions and adjustments. Such additional excluded amounts include stock-based compensation U.S.
GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of warrant or earnout
liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer
occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside the normal
course of business, including (1) restructuring costs, which include charges attributable to employee severance, management changes,
restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs
and (3) gains or losses not in the ordinary course of business. This does not include any adjustments related to COVID-19.
We
believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure,
because it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative
expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating
results and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects
for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable
to net income or loss, because it does not take into account certain aspects of our operating performance (for example, it excludes
non-recurring gains and losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted
EBITDA may not be comparable to the use by other companies of similarly termed measures. Management compensates for these limitations
by using Adjusted EBITDA as only one of several measures for evaluating our operating performance. In addition, capital expenditures,
which affect depreciation and amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.
“Further
Adjusted EBITDA” is defined as Adjusted EBITDA excluding net VAT-related income (being (i) VAT-related revenue (“VAT-Related
Revenue”) remitted to us by two of our major UK customers, to which we were entitled because of a UK tax ruling, which created
a rebate of value added tax that had otherwise been incorrectly applied to certain gaming machines in their estate in the past,
less (ii) costs associated with such VAT-Related Revenue) but including unrealized cost-related synergies from the NTG Acquisition.
The generation of such VAT-Related Revenue was due to a one-off event and is not expected to be recurring in nature.