Bragg Gaming Group Inc 6-K, filed May 10, 2023

Bragg Gaming Group Inc. (BRAG)

6-K 2023-05-10 For: 2023-05-10

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Added on April 06, 2026

About this 6-K

Bragg Gaming Group Inc filed this 6-K on May 10, 2023.

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Exhibit		Description

99.1		Bragg Gaming Group Inc. - Interim unaudited condensed consolidated Financial Statements – Three-month period ended March 31, 2023
99.2		Management discussion & analysis for the three-month period ended March 31, 2023
99.3		Certification of Interim Filings - CEO
99.4		Certification of Interim Filings - CFO
99.5		News release, dated May 10, 2023


	BRAGG GAMING GROUP INC.

Date: May 10, 2023
	By:	/s/ Yaniv Spielberg
	Name:	Yaniv Spielberg
	Title:	Chief Strategy Officer


INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS		1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION		2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY		3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		4

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1	GENERAL INFORMATION	5
2	SIGNIFICANT ACCOUNTING POLICIES	5
3	LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE	6
4	ACQUISITION OF SPIN GAMES LLC	7
5	CONVERTIBLE DEBT	8
6	SHARE CAPITAL	11
7	WARRANTS	11
8	SHARE BASED COMPENSATION	12
9	GOODWILL	15
10	DEFERRED CONSIDERATION	16
11	INTANGIBLE ASSETS	17
12	CASH AND CASH EQUIVALENTS	17
13	TRADE AND OTHER RECEIVABLES	18
14	PREPAID EXPENSES AND OTHER ASSETS	19
15	TRADE PAYABLES AND OTHER LIABILITIES	19
16	RELATED PARTY TRANSACTIONS	19
17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	21
18	SUPPLEMENTARY CASHFLOW INFORMATION	24
19	SEGMENT INFORMATION	25
20	INCOME TAXES	26
21	CONTINGENT LIABILITIES	27
22	SUBSEQUENT EVENTS	28


		Three Months Ended March 31,
	Note	2023	2022
Revenue	3	22,859	19,360
Cost of revenue		(10,639)	(9,340)
Gross Profit		12,220	10,020

Selling, general and administrative expenses	3	(11,906)	(10,200)
Loss on remeasurement of derivative liability	5	(64)	—
Gain on remeasurement of consideration receivable	3	—	37
Gain on remeasurement of deferred consideration	4, 10	270	—
Operating Income (Loss)		520	(143)

Net interest expense and other financing charges	3	(596)	(152)
Loss Before Income Taxes	3	(76)	(295)

Income taxes	20	(400)	(425)
Net Loss		(476)	(720)

Items to be reclassified to net loss:
Cumulative translation adjustment		(558)	584

Net Comprehensive Loss		(1,034)	(136)

Basic and Diluted Loss Per Share		(0.02)	(0.04)

		Millions	Millions
Weighted average number of shares - basic and diluted		22.1	20.0


		As at	As at
		March 31,	December 31,
	Note	2023	2022
Cash and cash equivalents	12	15,122	11,287
Trade and other receivables	13	12,495	16,628
Prepaid expenses and other assets	14	1,977	1,823
Total Current Assets		29,594	29,738
Property and equipment		729	660
Right-of-use assets		1,322	576
Intangible assets	11	40,569	41,705
Goodwill	4, 9	31,662	31,662
Other assets		47	47
Total Assets		103,923	104,388

Trade payables and other liabilities	15	18,282	19,549
Deferred revenue		703	746
Income taxes payable	20	1,396	1,113
Lease obligations on right of use assets - current		395	294
Deferred consideration - current	4, 10	1,121	1,176
Derivative liability - current	5	1,136	1,320
Loans payable		—	109
Total Current Liabilities		23,033	24,307
Deferred income tax liabilities	20	1,201	1,201
Non-current lease obligations on right of use assets		1,010	344
Convertible debt	5	5,572	6,648
Deferred consideration	4, 10	2,001	2,121
Other non-current liabilities		233	233
Total Liabilities		33,050	34,854

Share capital	6	111,517	109,902
Broker warrants	7	38	38
Shares to be issued		6,982	6,982
Contributed surplus		21,503	20,745
Accumulated deficit		(72,703)	(72,227)
Accumulated other comprehensive income		3,536	4,094
Total Equity		70,873	69,534
Total Liabilities and Equity		103,923	104,388


Yaniv Sherman	Holly Gagnon
Chief Executive Officer	Non Executive Director


												Accumulated
												other
		Share		Shares to		Broker		Contributed		Accumulated		comprehensive		Total
	Note	capital		be issued		warrants		surplus		Deficit		income (loss)		Equity
Balance as at January 1, 2022			100,285		13,746		38		18,385		(68,743)		2,484		66,195
Exercise of deferred share units	6, 8		1,407		—		—		(1,407)		—		—		—
Exercise of stock options	6, 8		1		—		—		—		—		—		1
Share-based compensation	8		—		—		—		1,300		—		—		1,300
Net loss for the period			—		—		—		—		(720)		—		(720)
Other comprehensive income			—		—		—		—		—		584		584
Balance as at March 31, 2022			101,693		13,746		38		18,278		(69,463)		3,068		67,360

Balance as at January 1, 2023			109,902		6,982		38		20,745		(72,227)		4,094		69,534
Shares issued upon exercise of Convertible Debt	5, 6		1,614		—		—		—		—		—		1,614
Exercise of stock options	6, 8		1		—		—		—		—		—		1
Share-based compensation	8		—		—		—		758		—		—		758
Net loss for the period			—		—		—		—		(476)		—		(476)
Other comprehensive loss			—		—		—		—		—		(558)		(558)
Balance as at March 31, 2023			111,517		6,982		38		21,503		(72,703)		3,536		70,873


		Balances (Euros)
Purchase price:
Prepaid consideration		2,138
Cash paid upon business combination		8,488
Shares		1,426
Deferred consideration		4,003
Total purchase price		16,055

Fair value of assets acquired, and liabilities assumed:
Cash and cash equivalents		266
Trade and other receivables		405
Prepaid expenses and other assets		105
Property and equipment		107
Right-of-use assets		177
Trade payables and other liabilities		(923)
Deferred revenue		(364)
Lease obligations on right of use assets - current		(88)
Loans payable		(773)
Non-current lease obligations on right of use assets		(89)
Net assets acquired and liabilities assumed		(1,177)

Fair value of intangible assets:
Intellectual property		1,471
Customer relationships		8,131
Gaming licences		164
Brand		462
Trademarks		70
Goodwill		6,934


	Convertible debt	Derivative liability	Total
Balance at issuance - September 5, 2022	7,287	1,483	8,770
Issuance costs	(596)	—	(596)
Accretion expense	448	—	448
Gain on remeasurement of derivative liability	—	(13)	(13)
Effect of movement in exchange rates	(491)	(150)	(641)
Balance as at December 31, 2022	6,648	1,320	7,968

Accretion expense	369	—	369
Gain on remeasurement of derivative liability	—	64	64
Shares issued upon exercise of Convertible Debt	(1,390)	(224)	(1,614)
Effect of movement in exchange rates	(55)	(24)	(79)
Balance as at March 31, 2023	5,572	1,136	6,708


		Note	Number	Value
January 1, 2022	Balance		19,956,034	100,285
March 17, 2022, to March 18, 2022	Issuance of share capital upon exercise of FSOs	8	500	1
March 22, 2022	Issuance of share capital upon exercise of DSUs	8	97,045	1,407
March 31, 2022	Balance		20,053,579	101,693

January 1, 2023	Balance		21,107,968	109,902
January 10, 2023	Issuance of share capital upon exercise of FSOs	8	350	1
January 13, 2023 to March 21, 2023	Shares issued upon exercise of Convertible Debt	5	444,577	1,614
March 31, 2023	Balance		21,552,895	111,517


		Warrants
		issued as part of	Broker
Number of Warrants		convertible debt	warrants

January 1, 2022 and March 31, 2022	Balance	—	16,686

January 1, 2023 and March 31, 2023	Balance	979,048	16,886


	DSU	RSU	FSO
				Weighted
	Outstanding	Outstanding	Outstanding	Average
	DSU Units	RSU Units	FSO Options	Exercise
	(Number of	(Number of	(Number	Price / Share
	of shares)	of shares)	of shares)	CAD
Balance as at January 1, 2022	246,945	235,000	1,816,302	8.95
Granted	125,000	80,000	273,000	8.62
Exercised	(97,045)	—	(500)	2.30
Forfeited / Cancelled	—	—	(87,849)	14.34
Balance as at March 31, 2022	274,900	315,000	2,000,953	8.67

Balance as at January 1, 2023	274,900	738,000	2,118,395	8.23
Granted	—	187,500	—	n/a
Exercised	—	—	(350)	2.30
Forfeited / Cancelled	—	—	(30,029)	6.89
Balance as at March 31, 2023	274,900	925,500	2,088,016	8.25


	Outstanding			Exercisable
		Weighted	Weighted		Weighted
		Average	Average		Average
	Options	Remaining	Exercise	Options	Exercise
Range of exercise	(Number	Contractual	Price / Share	(Number	Price / Share
prices (CAD)	of shares)	Life (Years)	CAD	of shares)	CAD
2.30 - 5.00	246,100	2	3.05	239,484	3.05
5.01 - 5.60	200,000	1	5.60	200,000	5.60
5.61 - 8.62	1,089,903	5	7.79	830,562	7.91
8.63 - 33.30	552,013	7	12.45	310,709	12.59
	2,088,016	5	8.25	1,580,755	7.80


Expected dividend yield (%)		0.0
Expected share price volatility (%)		64.7
Risk-free interest rate (%)		2.2
Expected life of options (years)		5.0
Share price (CAD)		8.18
Forfeiture rate (%)		0.0


		Three Months Ended March 31,
	Note	2023	2022
Operating Activities
Net loss		(476)	(720)
Add:
Net interest expense and other financing charges	3	596	152
Depreciation and amortization	3	2,709	1,576
Share based compensation	3, 8	758	1,300
Loss on remeasurement of derivative liability	5	64	—
Gain on remeasurement of consideration receivable		—	(37)
Gain on remeasurement of deferred consideration	4, 10	(270)	—
Deferred income tax recovery	20	-	(56)
		3,381	2,215

Change in non-cash working capital	18	2,696	1,397
Change in income taxes payable		284	276
Cash Flows From Operating Activities		6,361	3,888

Investing Activities
Purchases of property and equipment		(150)	(80)
Additions of intangible assets	11	(1,918)	(1,207)
Proceeds from sale of discontinued operations		—	91
Prepaid consideration	4, 14	—	(354)
Cash Flows Used In Investing Activities		(2,068)	(1,550)

Financing Activities
Proceeds from exercise of stock options	8	1	1
Repayment of lease liability		(60)	(32)
Repayment of loans		(107)	—
Interest income		—	5
Interest and financing fees	3	(71)	(72)
Cash Flows Used In Financing Activities		(237)	(98)

Effect of foreign currency exchange rate changes on cash and cash equivalents		(221)	166
Change in Cash and Cash Equivalents		3,835	2,406
Cash and cash equivalents at beginning of period		11,287	16,006
Cash and Cash Equivalents at end of period		15,122	18,412


		Deferred
	Intellectual	Development	Customer
	Property	Costs	Relationships	Brands	Other	Total
Cost
Balance as at December 31, 2021	15,223	6,186	16,584	1,692	64	39,749
Additions	659	6,709	—	—	9	7,377
Acquired through business combination (Note 4)	1,471	—	8,131	462	234	10,298
Effect of movement in exchange rates	369	(14)	758	23	2	1,138

Balance as at December 31, 2022	17,722	12,881	25,473	2,177	309	58,562
Additions	9	1,909	—	—	—	1,918
Effect of movement in exchange rates	(153)	(18)	(396)	(16)	(6)	(589)
Balance as at March 31, 2023	17,578	14,772	25,077	2,161	303	59,891

Accumulated Amortization
Balance as at December 31, 2021	3,890	2,411	2,166	431	6	8,904
Amortization	2,238	3,161	2,186	350	46	7,981
Effect of movement in exchange rates	(17)	(4)	(2)	(2)	(3)	(28)

Balance as at December 31, 2022	6,111	5,568	4,350	779	49	16,857
Amortization	619	1,152	604	166	10	2,551
Effect of movement in exchange rates	(28)	(5)	(51)	(4)	2	(86)
Balance as at March 31, 2023	6,702	6,715	4,903	941	61	19,322

Carrying Amount

Balance as at December 31, 2022	11,611	7,313	21,123	1,398	260	41,705
Balance as at March 31, 2023	10,876	8,057	20,174	1,220	242	40,569


	As at	As at
	March 31,	December 31,
	2023	2022
Less than one month	11,615	15,759
Between two and three months	1,089	1,313
Greater than three months	2,037	1,594
	14,741	18,666
Provision for expected credit losses	(2,473)	(2,435)
Trade receivables	12,268	16,231


Balance as at December 31, 2021				2,415
Net additional provision for doubtful debts				(629)
Provision for late interest receivable				649
Balance as at December 31, 2022				2,435
Bad debt written-off				(1)
Net additional provision for doubtful debts				39
Balance as at March 31, 2023				2,473


As at January 1, 2022		24,728
Goodwill recognized upon acquisition of Spin Games LLC (Note 4)		6,934
As at December 31, 2022 and March 31, 2023		31,662


Balance as at January 1, 2022		—
Deferred consideration payable upon business combination (Note 4)		4,003
Accretion expense		316
Gain on remeasurement of deferred consideration		(804)
Effect of movement in exchange rates		(218)
Balance as at December 31, 2022		3,297

Accretion expense		137
Gain on remeasurement of deferred consideration		(270)
Effect of movement in exchange rates		(42)
Balance as at March 31, 2023		3,122


	Financial assets as subsequently
	measured at amortized cost
	March 31,	December 31,
	2023	2022
Trade and other receivables	12,495	16,628


	Financial liabilities as subsequently
	measured at amortized cost
	March 31,	December 31,
	2023	2022
Trade payables	4,324	4,327
Accrued liabilities	13,694	14,817
Convertible debt	5,572	6,648
Loans payable	—	109
Other liabilities	264	405
Lease obligations on right of use assets	1,405	638
	25,259	26,944


	March 31, 2023				December 31, 2022
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Financial assets
Fair value through profit and loss:
Cash and cash equivalents	15,122	—	—	15,122	11,287	—	—	11,287

Financial liabilities
Fair value through profit and loss:
Derivative liability	—	1,136	—	1,136	—	1,320	—	1,320
Deferred consideration	—	3,122	—	3,122	—	3,297	—	3,297
Other liabilities	—	—	74	74	—	—	74	74

Fair value through other comprehensive income:
Other liabilities	—	—	159	159	—	—	159	159


	2023	2024	2025	2026	Thereafter	Total
Trade payables and other liabilities	18,282	—	—	—	—	18,282
Lease obligations on right of use assets	349	357	334	187	259	1,486
Convertible debt	—	7,816	—	—	—	7,816
Other non-current liabilities	—	2	2	4	575	583
	18,631	8,175	336	191	834	28,167


		Aging (months)
	Note	<1	1 - 3	>3	Total
Gross trade receivable	13	11,615	1,089	2,037	14,741
Expected loss rate		4.06%	19.28%	87.97%	16.78%
Expected loss provision	13	471	210	1,792	2,473


	Three Months Ended March 31,
Cash flows arising from movement in:	2023	2022
Trade and other receivables	4,100	(779)
Prepaid expenses and other assets	(180)	31
Deferred revenue	(35)	122
Trade payables and other liabilities	(1,189)	2,023
Changes in non-cash working capital	2,696	1,397


1.	MANAGEMENT DISCUSSION& ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS AND OTHER DATA	3
4.	OVERVIEW OF 1Q23	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	17
8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS	17
9	CHANGES IN ACCOUNTING POLICY	20
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	20
11	RISK FACTORS AND UNCERTAINTIES	20
12	ADDITIONAL INFORMATION	27


	Three Months Ended	Three Months Ended
	March 31,	March 31,
EUR 000	2023	2022
Revenue	22,859	19,360
Net loss	(476)	(720)
EBITDA	3,229	1,433
Adjusted EBITDA	3,894	3,040

Basic and diluted loss per share	(0.02)	(0.04)


	2021			2022				2023
EUR 000	2Q21	3Q21	4Q21	1Q22	2Q22	3Q22	4Q22	1Q23
Revenue	15,491	12,874	15,758	19,360	20,794	20,899	23,681	22,859
Operating income (loss)	(1,772)	(2,217)	(1,841)	(143)	791	(1,638)	162	520
EBITDA	(721)	(884)	(264)	1,433	2,674	837	2,682	3,229
Adjusted EBITDA	1,953	1,476	1,599	3,040	3,135	2,237	3,650	3,894
Income (Loss) per share (EUR) - Basic and diluted	(0.11)	(0.12)	(0.08)	(0.03)	0.00	(0.09)	(0.04)	(0.02)


	March 31,	May 10,
	2023	2023
Common Shares	21,552,895	21,764,009
Warrants	979,048	979,048
Broker Warrants	16,886	16,886
Fixed Stock Options	2,088,016	2,087,528
Restricted Share Units	925,500	925,500
Deferred Share Units	274,900	236,566
	25,837,245	26,009,537

Date:	May 10, 2023.

/s/ Yaniv Sherman
Yaniv Sherman
Chief Executive Officer


Euros (millions)⁽¹⁾	1Q23			1Q22			Change
Revenue	€	22.9		€	19.4		18.1	%
Gross profit	€	12.2		€	10.0		22.0	%
Gross profit margin		53.5	%		51.8	%	170	bps
Adjusted EBITDA⁽²⁾	€	3.9		€	3.0		28.1	%
Adjusted EBITDA margin		17.0	%		15.7	%	130	bps
Wagering revenue	€	5.2	B	€	3.8	B	35.7	%