Codere Online Luxembourg, S.A 6-K, filed Sep 1, 2022
Codere Online Luxembourg, S.A. (CDRO)
About this 6-K
Codere Online Luxembourg, S.A filed this 6-K on September 1, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2022
Commission file number: 001-41107
Codere Online Luxembourg, S.A.
(Exact name of Registrant as specified in its charter)
7 rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Codere Online Luxembourg, S.A.
Explanatory Note
The information in the attached Exhibit 99.1 is being furnished 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, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Exhibit Index
| Exhibit | Description of Exhibit | |
| 99.1 | Codere Online Press Release Dated September 1, 2022 | |
| 99.2 | Codere Online Earnings Presentation Dated September 1, 2022 | |
SIGNATURES
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, thereunto duly authorized.
| Codere Online Luxembourg, S.A. | ||
| By: |
/s/ Oscar Iglesias | |
| Name: | Oscar Iglesias | |
| Title: | Director and Chief Financial Officer | |
Date: September 1, 2022
Exhibit 99.1
Codere Online Reports Financial Results for the Second Quarter of 2022
| · | Total revenue was €27.4 mm in Q2 2022 (36% above Q2 2021), while net gaming revenue was €29.2 mm in the period (41% above Q2 2021)[1]. |
| · | Mexico revenue was €10.6 mm in Q2 2022 (84% above Q2 2021), while Mexico net gaming revenue was €11.9 mm in the period (85% above Q2 2021). |
| · | Spain revenue (and net gaming revenue) reached €14.1 mm in Q2 2022 (12% above Q2 2021 which was only partially impacted by marketing restrictions implemented in 2021). |
| · | Net loss was €6.7 mm in Q2 2022 (€16.8 mm in the first half of 2022). |
| · | Total cash position of nearly $88 mm (€85 mm) as of June 30, 2022. |
Madrid, Spain and Tel Aviv, Israel, September 1, 2022 – (GLOBE NEWSWIRE) Codere Online (Nasdaq: CDRO / CDROW), a leading online gaming operator in Spain and Latin America, has released its financial results for the second quarter ended June 30, 2022.
Below are the main financial and operating metrics of the period.
| Unaudited figures | Quarter ended June 30 | Six Months ended June 30 | |||||
| 2021 | 2022 | Chg. % | 2021 | 2022 | Chg. % | ||
| Net Gaming Revenue (EUR mm) | |||||||
| Spain | 12.6 | 14.1 | 12% | 25.6 | 27.3 | 6% | |
| Mexico | 6.4 | 11.9 | 85% | 12.8 | 21.9 | 71% | |
| Colombia | 1.4 | 2.2 | 56% | 2.2 | 3.6 | 65% | |
| Other(1) | 0.3 | 1.0 | n.m. | 0.5 | 1.8 | n.m. | |
| Total | 20.7 | 29.2 | 41% | 41.2 | 54.6 | 33% | |
| Avg. Monthly Active Players (000s)[2] | |||||||
| Spain | 38.2 | 36.8 | (4%) | 40.5 | 38.0 | (6%) | |
| Mexico | 22.3 | 32.3 | 45% | 23.8 | 32.8 | 38% | |
| Colombia | 20.3 | 28.0 | 38% | 17.2 | 26.0 | 51% | |
| Other(1) | 0.7 | 7.7 | n.m. | 0.6 | 6.4 | n.m. | |
| Total | 81.4 | 104.7 | 29% | 82.1 | 103.2 | 26% | |
1 Q2 2021 and H1 2021 figures exclude our .com business (Greenplay), which was sold on December 31, 2021. Net Gaming Revenue is a non-GAAP measure; see reconciliation between revenue and net gaming revenue at the end of the report.
2 Average Monthly Active Players include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior period reports which only included real money sports betting actives.
Moshe Edree, CEO of Codere Online, said, “We are very pleased with our results in the first half of the year, particularly with the acceleration in net gaming revenue growth to 41% in the second quarter. This was driven by a very strong performance in Mexico, where net gaming revenue nearly doubled that of Q2 last year, as well as Spain, where net gaming revenue grew 12% in Q2 despite the significant marketing restrictions implemented starting in May last year. In the second quarter, our customer base grew by 29% to nearly 105 thousand average monthly active customers. Almost 85 thousand customers, 47% more than in Q2 last year, made deposits with us for the first time in the period.”
Moshe Edree, further stated, “Since the end of the quarter we continue working relentlessly to execute our plan and recently applied for an online gaming license in the Province of Cordoba, the second most populated in Argentina. We have also reached a significant milestone in the country by becoming a Main Sponsor of Club Atlético River Plate and the Codere logo has been placed on the front of the shirt.”
Oscar Iglesias, CFO of Codere Online stated, “Our expectation that revenue growth would accelerate throughout this year has started to materialize, with the significant net gaming revenue uplift in the second quarter. We believe that we are on track to deliver our full year net gaming revenue outlook of €110 - 120 mm as we continue executing our plan during the second half of the year.”
Recent Events
Cyber-Related Fraud Incident
| · | In Q2 2022, Codere Online was the victim of a cyber-related fraud incident which resulted in approx. €0.7 mm in payments being made by the Company to the bank account of a party who had impersonated one of Codere Online’s vendors; |
| · | Codere Online believes this was an isolated event and no evidence has been found of any related additional fraudulent activity or any employee criminal involvement in the fraud itself; |
| · | The Company has recorded a one-time pre-tax charge of approx. €0.7 mm in Q2 2022 and continues to pursue the recovery of the amounts transferred. |
License Tender Process in the Province of Cordoba (Argentina)
| · | On August 5, 2022, Codere Online submitted all required documents in furtherance of its application for an online gaming license in the Province of Cordoba (Argentina); |
| · | Up to 10 online gaming licenses may be awarded and a total of 10 parties have submitted applications, including Codere Online; |
| · | We expect a decision to be taken by the government in September, licenses to be awarded before year-end and, if awarded a license, to be operating in the Province of Cordoba soon thereafter. |
River Plate Sponsorship
| · | On July 29, 2022, Codere became a Main Sponsor of Club Atlético River Plate in Argentina, further strengthening the relationship that the Company has had with the Club since July 2021; |
| · | Among other things, the Codere logo has been placed on the front of River Plate’s shirt, enhancing the visibility and public awareness of our brand in the country and across Latin America. |
Conference Call Information
Codere Online’s management will host a conference call to discuss the results and provide a business update at 8:30 am US Eastern Time today, September 1, 2022. Dial-in details as well as the audio webcast and presentation will be accessible on Codere Online’s website at www.codereonline.com. A recording of the webcast will also be available following the conference call.
Reconciliation of Revenue (IFRS) to Net Gaming Revenue (non-IFRS)
| Quarter ended June 30 | Six Months ended June 30 | ||||||
| Figures in EUR mm, Unaudited | 2021 | 2022 | Chg. % | 2021 | 2022 | Chg. % | |
| Total | |||||||
| Revenue | 20.1 | 27.4 | 36% | 39.9 | 51.3 | 28% | |
| (-) Greenplay[3] | (0.1) | - | n.m. | (0.2) | - | n.m. | |
| (+) Accounting Adjustments[4] | 0.7 | 1.8 | n.m. | 1.5 | 3.4 | n.m. | |
| Net Gaming Revenue | 20.7 | 29.2 | 41% | 41.2 | 54.6 | 33% | |
| Spain | |||||||
| Revenue | 12.6 | 14.1 | 12% | 25.6 | 27.3 | 6% | |
| (+) Accounting Adjustments | - | - | n.m. | - | - | n.m. | |
| Net Gaming Revenue | 12.6 | 14.1 | 12% | 25.6 | 27.3 | 6% | |
| Mexico | |||||||
| Revenue | 5.8 | 10.6 | 84% | 11.5 | 19.6 | 69% | |
| (+) Accounting Adjustments | 0.6 | 1.2 | 95% | 1.3 | 2.3 | 80% | |
| Net Gaming Revenue | 6.4 | 11.9 | 85% | 12.8 | 21.9 | 71% | |
| Colombia | |||||||
| Revenue | 1.3 | 1.7 | 32% | 2.0 | 2.8 | 36% | |
| (+) Accounting Adjustments | 0.1 | 0.5 | n.m. | 0.2 | 0.9 | n.m. | |
| Net Gaming Revenue | 1.4 | 2.2 | 56% | 2.2 | 3.6 | 65% | |
| Other | |||||||
| Revenue | 0.4 | 1.0 | n.m. | 0.7 | 1.6 | n.m. | |
| (-) Greenplay | (0.1) | - | n.m. | (0.2) | - | n.m. | |
| (+) Accounting Adjustments | 0.0 | 0.1 | n.m. | 0.0 | 0.2 | n.m. | |
| Net Gaming Revenue | 0.3 | 1.0 | n.m. | 0.5 | 1.8 | n.m. | |
3 Reflects Revenue from our former .com business, which we sold on December 31, 2021 and have excluded for comparability purposes.
4 Figures primarily reflect differences in recognition of revenue related to certain partner and affiliate agreements in place in Colombia and VAT impact from entry fees in Mexico.
About Codere Online
Codere Online refers, collectively, to Codere Online Luxembourg, S.A. and its subsidiaries. Codere Online launched in 2014 as part of the renowned casino operator Codere Group. Codere Online offers online sports betting and online casino through its state-of-the art website and mobile application. Codere currently operates in its core markets of Spain, Italy, Mexico, Colombia, Panama and the City of Buenos Aires (Argentina). Codere Online’s online business is complemented by Codere Group’s physical presence throughout Latin America, forming the foundation of the leading omnichannel gaming and casino presence in the region.
About Codere Group
Codere Group is a multinational group devoted to entertainment and leisure. It is a leading player in the private gaming industry, with four decades of experience and with presence in seven countries in Europe (Spain and Italy) and Latin America (Argentina, Colombia, Mexico, Panama, and Uruguay).
Note on Rounding. Due to decimal rounding, numbers presented throughout this report may not add up precisely to the totals and subtotals provided, and percentages may not precisely reflect the absolute figures.
Forward-Looking Statements
Certain statements in this document may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding Codere Online Luxembourg, S.A. and its subsidiaries (collectively, “Codere Online”) or Codere Online’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document may include, for example, statements about Codere Online’s financial performance and, in particular, the potential evolution and distribution of its net gaming revenue; any prospective and illustrative financial information; and changes in Codere Online’s strategy, future operations and target addressable market, financial position, estimated revenues and losses, projected costs, prospects and plans.
These forward-looking statements are based on information available as of the date of this document and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Codere Online’s or its management team’s views as of any subsequent date, and Codere Online does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, Codere Online’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. There may be additional risks that Codere Online does not presently know or that Codere Online currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Some factors that could cause actual results to differ include (i) changes in applicable laws or regulations, including online gaming, privacy, data use and data protection rules and regulations as well as consumers’ heightened expectations regarding proper safeguarding of their personal information, (ii) the impacts and ongoing uncertainties created by the COVID-19 pandemic, regulatory restrictions, changes in perceptions of the gaming industry, changes in policies and increased competition, and geopolitical events such as war, (iii) the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities, (iv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Codere Online operates, (v) the risk that Codere Online and its current and future collaborators are unable to successfully develop and commercialize Codere Online’s services, or experience significant delays in doing so, (vi) the risk that Codere Online may never achieve or sustain profitability, (vii) the risk that Codere Online will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (viii) the risk that Codere Online experiences difficulties in managing its growth and expanding operations, (ix) the risk that third-party providers, including the Codere Group, are not able to fully and timely meet their obligations, (x) the risk that the online gaming operations will not provide the expected benefits due to, among other things, the inability to obtain or maintain online gaming licenses in the anticipated time frame or at all, (xi) the risk that Codere Online is unable to secure or protect its intellectual property, and (xii) the possibility that Codere Online may be adversely affected by other political, economic, business, and/or competitive factors. Additional information concerning certain of these and other risk factors is contained in Codere Online’s filings with the U.S. Securities and Exchange Commission (the “SEC”). All subsequent written and oral forward-looking statements concerning Codere Online or other matters and attributable to Codere Online or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Financial Information and Non-GAAP Financial Measures
Codere Online’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), which can differ in certain significant respects from generally accepted accounting principles in the United States of America (“U.S. GAAP”).
This document includes certain financial measures not presented in accordance with U.S. GAAP or IFRS (“non-GAAP”), such as, without limitation, net gaming revenue. These non-GAAP financial measures are not measures of financial performance in accordance with U.S. GAAP or IFRS and may exclude items that are significant in understanding and assessing Codere Online’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under U.S. GAAP or IFRS. You should be aware that Codere Online’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. In addition, the audit of Codere Online’s financial statements in accordance with PCAOB standards, may impact how Codere Online currently calculates its non-GAAP financial measures, and we cannot assure you that there would not be differences, and such differences could be material.
Codere Online believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing Codere Online’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Reconciliations of non-GAAP financial measures to their most directly comparable measure under IFRS are included herein.
This document may include certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Codere Online is unable to quantify certain amounts that would be required to be included in the most directly comparable U.S. GAAP or IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable U.S. GAAP or IFRS measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Use of Projections
This document contains financial forecasts with respect to Codere Online’s business and projected financial results, including net gaming revenue. Codere Online’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this document, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this document. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Codere Online or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this document should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
For further information on the limitations and assumptions underlying these projections, please refer to Codere Online’s filings with the SEC.
Preliminary Information
This document contains figures, financial metrics, statistics and other information that is preliminary and subject to change (the “Preliminary Information”). The Preliminary Information has not been audited, reviewed, or compiled by any independent registered public accounting firm. This Preliminary Information is subject to ongoing review including, where applicable, by Codere Online’s independent auditors. Accordingly, no independent registered public accounting firm has expressed an opinion or any other form of assurance with respect to the Preliminary Information. During the course of finalizing such Preliminary Information, adjustments to such Preliminary Information presented herein may be identified, which may be material. Codere Online undertakes no obligation to update or revise the Preliminary Information set forth in this document as a result of new information, future events or otherwise, except as otherwise required by law. The Preliminary Information may differ from actual results. Therefore, you should not place undue reliance upon this Preliminary Information. The Preliminary Information is not a comprehensive statement of financial results, and should not be viewed as a substitute for full financial statements prepared in accordance with IFRS. In addition, the Preliminary Information is not necessarily indicative of the results to be achieved in any future period.
No Offer or Solicitation
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Trademarks
This document may contain trademarks, service marks, trade names and copyrights of Codere Online or other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this document may be listed without the TM, SM, © or ® symbols, but Codere Online will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
Industry and Market Data
In this document, Codere Online relies on and refers to certain information and statistics obtained from publicly available information and third-party sources, which it believes to be reliable. Codere Online has not independently verified the accuracy or completeness of any such publicly-available and third-party information, does not make any representation as to the accuracy or completeness of such data and does not undertake any obligation to update such data after the date of this document. You are cautioned not to give undue weight to such industry and market data.
Contacts:
Investors and Media
Guillermo Lancha
Director, Investor Relations and Communications
Guillermo.Lancha@codere.com
(+34)-628-928-152
Exhibit 99.2
Codere Online Nasdaq: CDRO / CDROW Second Quarter 2022 Earnings September 1, 2022
Disclaimer This presentation (this “Presentation”), its contents and any information provided during the meeting to present this document are for discussion purposes only, and must not be relied upon for any purpose . This Presentation is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where such distribution would be unlawful . Certain terms used throughout this Presentation are defined in the Defined Terms section included at the end of this Presentation . Forward - Looking Statements Certain statements in this Presentation may constitute “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements include, but are not limited to, statements regarding Codere Online Luxembourg, S . A . and its subsidiaries (collectively, “Codere Online”) or Codere Online’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking . Forward - looking statements in this Presentation may include, for example, statements about Codere Online’s financial performance and, in particular, the potential evolution and distribution of its net gaming revenue ; any prospective and illustrative financial information ; and changes in Codere Online’s strategy, future operations and target addressable market, financial position, estimated revenues and losses, projected costs, prospects and plans . These forward - looking statements are based on information available as of the date of this Presentation and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties . Accordingly, forward - looking statements should not be relied upon as representing Codere Online’s or its management team’s views as of any subsequent date, and Codere Online does not undertake any obligation to update forward - looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws . As a result of a number of known and unknown risks and uncertainties, Codere Online’s actual results or performance may be materially different from those expressed or implied by these forward - looking statements . There may be additional risks that Codere Online does not presently know or that Codere Online currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . Some factors that could cause actual results to differ include ( i ) changes in applicable laws or regulations, including online gaming, privacy, data use and data protection rules and regulations as well as consumers’ heightened expectations regarding proper safeguarding of their personal information, (ii) the impacts and ongoing uncertainties created by the COVID - 19 pandemic, regulatory restrictions, changes in perceptions of the gaming industry, changes in policies and increased competition, and geopolitical events such as war, (iii) the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities, (iv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Codere Online operates, (v) the risk that Codere Online and its current and future collaborators are unable to successfully develop and commercialize Codere Online’s services, or experience significant delays in doing so, (vi) the risk that Codere Online may never achieve or sustain profitability, (vii) the risk that Codere Online will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (viii) the risk that Codere Online experiences difficulties in managing its growth and expanding operations, (ix) the risk that third - party providers, including the Codere Group, are not able to fully and timely meet their obligations, (x) the risk that the online gaming operations will not provide the expected benefits due to, among other things, the inability to obtain or maintain online gaming licenses in the anticipated time frame or at all, (xi) the risk that Codere Online is unable to secure or protect its intellectual property, and (xii) the possibility that Codere Online may be adversely affected by other political, economic, business, and/or competitive factors . Additional information concerning certain of these and other risk factors is contained in Codere Online’s filings with the U . S . Securities and Exchange Commission (the “SEC”) . All subsequent written and oral forward - looking statements concerning Codere Online or other matters and attributable to Codere Online or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above . No Offer or Solicitation This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933 , as amended, or an exemption therefrom . Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of Codere Online or other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Codere Online will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights .
Disclaimer (cont.) Financial Information and Non - GAAP Financial Measures Codere Online’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), which can differ in certain significant respects from generally accepted accounting principles in the United States of America (“U . S . GAAP”) . This Presentation includes certain financial measures not presented in accordance with U . S . GAAP or IFRS (“non - GAAP”), such as, without limitation, net gaming revenue, Adj . EBITDA or EBITDA . These non - GAAP financial measures are not measures of financial performance in accordance with U . S . GAAP or IFRS and may exclude items that are significant in understanding and assessing Codere Online’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under U . S . GAAP or IFRS . You should be aware that Codere Online’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . In addition, the audit of Codere Online’s financial statements in accordance with PCAOB standards, may impact how Codere Online currently calculates its non - GAAP financial measures, and we cannot assure you that there would not be differences, and such differences could be material . Codere Online believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing Codere Online’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . Reconciliations of non - GAAP financial measures to their most directly comparable measure under IFRS are included herein . This Presentation includes certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Codere Online is unable to quantify certain amounts that would be required to be included in the most directly comparable U . S . GAAP or IFRS financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable U . S . GAAP or IFRS measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . Use of Projections This Presentation contains financial forecasts with respect to Codere Online’s business and projected financial results, including net gaming revenue . Codere Online’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation . These projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . See “Forward - Looking Statements” above . Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Codere Online or that actual results will not differ materially from those presented in the prospective financial information . Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . For further information on the limitations and assumptions underlying these projections, please refer to Codere Online’s filings with the SEC . Preliminary Information This Presentation contains figures, financial metrics, statistics and other information that is preliminary and subject to change (the “Preliminary Information”) . The Preliminary Information has not been audited, reviewed, or compiled by any independent registered public accounting firm . This Preliminary Information is subject to ongoing review including, where applicable, by Codere Online's independent auditors . Accordingly, no independent registered public accounting firm has expressed an opinion or any other form of assurance with respect to the Preliminary Information . During the course of finalizing such Preliminary Information, adjustments to such Preliminary Information presented herein may be identified, which may be material . Codere Online undertakes no obligation to update or revise the Preliminary Information set forth in this Presentation as a result of new information, future events or otherwise, except as otherwise required by law . The Preliminary Information may differ from actual results . Therefore, you should not place undue reliance upon this Preliminary Information . The Preliminary Information is not a comprehensive statement of financial results, and should not be viewed as a substitute for full financial statements prepared in accordance with IFRS . In addition, the Preliminary Information is not necessarily indicative of the results to be achieved in any future period . Industry and Market Data In this Presentation, Codere Online relies on and refers to certain information and statistics obtained from publicly available information and third - party sources, which it believes to be reliable . Codere Online has not independently verified the accuracy or completeness of any such publicly - available and third - party information, does not make any representation as to the accuracy or completeness of such data and does not undertake any obligation to update such data after the date of this Presentation . You are cautioned not to give undue weight to such industry and market data .
Moshe Edree CEO Today’s Presenters Oscar Iglesias CFO
Corporate presentation Table of Contents 5 1. Corporate Overview Page 6 2. Financial Results (Unaudited) Page 9 3. Appendix Page 19
1. Codere Online At a Glance Corporate Overview 6 Codere Online offers online sports betting and online casino through its state - of - the art website and mobile applications. It is Nasdaq listed under symbol CDRO, and majority - owned by Codere Group. Codere Online launched operations in Spain Codere Group retail track record in Latin American and European markets Combined TAM of Codere Online Core Markets ( Latam ) (2) Codere Group registered retail player database (Core Markets) Currently operating in Spain, Italy, Mexico, Colombia, Panama and City of Buenos Aires Combined TAM of Codere Online Expansion Markets ( Latam ) (3) 2021 – 2024E Net Gaming Revenue (1) CAGR (Core Markets) Experienced and proven Israel - based digital management team hired to lead Codere Online’s expansion 2014 6 C ore Markets 34 % growth 2018 30+ years €2.1 bn 3 mm + €2.4 bn The Latin American online sports betting and casino market remains in its early innings and is expected to represent the next wave of strategic focus for the global gaming industry . Codere Online is uniquely positioned to become the leading player throughout the region. 1. See page 26 for the definition of Net Gaming Revenue, which is a non - GAAP measure and page 25 for a reconciliation of this and other measures to their most comparable GAAP measures. 2. Includes Mexico, Colombia, Panama and Argentina. Source: 2027 estimates per H2GC 2026 projections as of April 2022, except Ar gen tina which reflects Codere Online estimates. 3. Includes Brazil, Chile, Peru, Puerto Rico, Uruguay and Rest of Latam . Source: Codere Online estimates.
1. Q2 2022 Highlights 7 Corporate Overview Revenue Growth Portfolio KPIs (2) Cohort KPIs (2 ) New Markets Sponsorships • Consolidated Net Gaming Revenue of €29.2 mm in Q2 2022, +41% vs. Q2 2021 (1) and + 15 % vs. Q1 2022 • 49% of NGR generated in Sports Betting and 51% in Casino • ~105k Avg. Monthly Actives (3) (+29%) vs. Q2 2021 mainly driven by Mexico (+45%) • Avg. Monthly Spend per Active of €93 (+10%) vs. Q2 2021 • ~269k new customer registrations with 85k First Time Deposits (+ 47%) vs. Q2 2021 • 32% Conversion Rate and Cost per Acquisition of €148 1. Figure excludes revenues from our .com business ( Greenplay ), which was sold on December 31, 2021. 2. See page 26 for the definition of all operating metrics. 3. Avg. Monthly Actives include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior period reports which only included real money sports betting actives. • We have recently applied for a license in the Province of Córdoba (Argentina’s second most populated province after Buenos Aires) and expect a decision to be taken by the government in September with licenses being awarded before year - end Strong operating results continue into the second quarter and on track to deliver our full year outlook • Announced that Codere Online is now a Main Sponsor of River Plate in Argentina, with the Codere logo now being placed on the front of the shirt • Signed sponsorship agreements with three Mexican baseball teams
Corporate presentation Table of Contents 8 1. Corporate Overview Page 6 2. Financial Results (Unaudited) Page 9 3. Appendix Page 19
Figures in EUR mm Quarter YTD LTM Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Spain 0.5 3.6 3.2 n.m. 0.7 6.2 5.5 n.m. 5.9 12.1 6.2 n.m. Mexico -2.2 -4.1 -1.9 -85.3% -4.0 -11.8 -7.8 n.m. -6.4 -19.2 -12.8 n.m. Colombia -0.8 -1.8 -1.0 n.m. -1.6 -3.5 -1.9 n.m. -2.3 -5.7 -3.5 n.m. Other (2) 0.0 -1.9 -1.9 n.m. 0.0 -3.1 -3.1 n.m. 0.0 -4.7 -4.7 n.m. B2C EBITDA -2.6 -4.2 -1.6 -63.4% -4.9 -12.3 -7.4 n.m. -2.8 -17.6 -14.7 n.m. Undistributed B2B / HQ Opex (3) -3.3 -5.7 -2.4 -74.6% -6.6 -10.8 -4.2 -64.0% -11.7 -17.9 -6.1 -52.5% Adj. EBITDA (4) -5.8 -9.9 -4.1 -69.7% -11.5 -23.1 -11.6 n.m. -14.5 -35.4 -20.9 n.m. Figures in EUR mm Quarter YTD LTM Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Spain 12.6 14.1 1.5 11.8% 25.6 27.3 1.6 6.4% 52.4 51.4 -1.0 -1.9% Mexico 6.4 11.9 5.5 85.3% 12.8 21.9 9.1 70.5% 25.5 36.9 11.4 44.8% Colombia 1.4 2.2 0.8 56.0% 2.2 3.6 1.4 65.2% 3.8 6.0 2.2 58.5% Other (2) 0.3 1.0 0.8 n.m. 0.5 1.8 1.3 n.m. 0.6 2.4 1.7 n.m. Total 20.7 29.2 8.5 41.0% 41.2 54.6 13.5 32.7% 82.3 96.7 14.4 17.4% 2. Consolidated Net Gaming Revenue and Adj. EBITDA (1) 9 Financial Results (Unaudited) 1. Net Gaming Revenue, EBITDA and Adj. EBITDA figures across all periods exclude .com business ( Greenplay ), which was sold on December 31, 2021 ; Net Gaming Revenue, EBITDA and Adj. EBITDA are non - GAAP measures -- see page 25 for a reconciliation of these and other non - GAAP measures to their most directly comparable GAAP measure. 2. Includes Panama, City of Buenos Aires (Argentina) and Italy. 3. Reflects personnel, headquarter and other expenses that have not been allocated to the individual B2C business units. 4. Q2 - 2022 figures exclude the €0.7 mm cash impact from the cyber - related fraud incident and the €1.0 mm non - cash provision related to the long term incentive plan for employees . Q2 - 22 LTM figures also exclude €45.4 mm of non - recurring expenses incurred in Q4 - 2021 (€35.8 mm impact from IFRS 2 and €9.6 mm of business combination transaction expenses ). 41% NGR increase in Q2 2022, mainly driven by strong performance in Mexico and Spain despite regulatory restrictions Net Gaming Revenue Adj. EBITDA
Figures in EUR mm Quarter YTD LTM Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Q2-21 Q2-22 Var. % Net Gaming Revenue 20.7 29.2 8.5 41.0% 41.2 54.6 13.5 32.7% 82.3 96.7 14.4 17.4% Marketing (2) -14.2 -19.3 -5.2 -36.4% -27.6 -41.4 -13.8 -49.9% -49.4 -68.2 -18.8 -38.1% Platform & Content (3) -6.6 -9.2 -2.6 -39.6% -13.2 -17.8 -4.7 -35.4% -24.4 -32.5 -8.0 -32.9% Gaming Taxes -3.2 -4.8 -1.6 -51.1% -6.5 -8.8 -2.3 -35.9% -12.8 -15.4 -2.6 -20.2% Personnel -1.9 -2.9 -1.0 -52.3% -3.8 -5.5 -1.8 -46.8% -7.1 -9.9 -2.8 -39.5% Other -0.7 -2.8 -2.2 n.m. -1.6 -4.2 -2.6 n.m. -3.1 -6.2 -3.0 -96.2% Adj. EBITDA (4) -5.8 -9.9 -4.1 -69.7% -11.5 -23.1 -11.6 n.m. -14.5 -35.5 -20.9 n.m. 2. Consolidated Income Statement (1) 10 Financial Results (Unaudited) 1. Figures across all periods exclude .com business ( Greenplay ), which was sold on December 31, 2021. 2. Includes all direct marketing, indirect marketing and affiliate fees ( see page 26 for definitions of these items). Figures for 2022 include a reclassification of certain Marketing expenses previously included in Other. 3. Includes payment service provider fees and sports streaming / data feeds. 4. Q2 - 2022 figures exclude the €0.7 mm cash impact from the cyber - related fraud incident and the €1.0 mm non - cash provision related to the long term incentive plan for employees. Q2 - 22 LTM figures also exclude €45.4 m m of non - recurring expenses incurred in Q4 - 2021 (€35.8 mm impact from IFRS 2 and €9.6 mm of business combination transaction expen ses). Consolidated Income Statement Consolidated Income Statement (% of Net Gaming Revenue) Increase in EBITDA loss primarily driven by investment in marketing, in furtherance of continued significant future growth . Quarter YTD LTM Q2-21 Q2-22 Chg. (p.p.) Q2-21 Q2-22 Chg. (p.p.) Q2-21 Q2-22 Chg. (p.p.) Net Gaming Revenue 100.0% 100.0% 0.0 100.0% 100.0% 0.0 100.0% 100.0% 0.0 Marketing (2) -68.5% -66.2% 2.3 -67.1% -75.7% -8.7 -60.0% -70.5% -10.6 Platform & Content (3) -31.9% -31.6% 0.3 -32.0% -32.6% -0.6 -29.7% -33.6% -3.9 Gaming Taxes -15.5% -16.6% -1.1 -15.7% -16.1% -0.4 -15.6% -15.9% -0.4 Personnel -9.1% -9.8% -0.7 -9.2% -10.1% -1.0 -8.6% -10.2% -1.6 Other -3.2% -9.7% -6.5 -4.0% -7.7% -3.8 -3.8% -6.4% -2.6 Adj. EBITDA (4) -28.3% -34.0% -5.8 -27.9% -42.3% -14.4 -17.7% -36.7% -19.0
2. Consolidated Financial and Operating Metrics (1) 11 Financial Results (Unaudited) 1. Figures across all periods exclude .com business ( Greenplay ), which was sold on December 31, 2021 . 2. Avg. Monthly Actives include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior pe riod reports which only included real money sports betting actives. Net Gaming Revenue FTDs Cost per Acquisition (CPA) Avg. Monthly Actives (2) 16.3 13.9 18.9 22.3 20.5 20.7 19.8 22.2 25.5 29.2 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 EUR mm 34,538 30,510 41,952 43,450 52,888 57,588 53,094 64,359 78,024 84,868 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 # 62,814 42,599 67,830 79,082 82,697 81,435 78,017 92,233 101,823 104,651 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 # 41% 15% 29% 3% 47% 9% - 7% - 27% Significant acceleration in NGR growth in the quarter and improved trends in customer acquisition volumes and costs 179 101 150 194 172 159 155 154 204 148 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 EUR
11.2 10.3 12.3 14.4 13.0 12.6 11.6 12.6 13.2 14.1 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 EUR mm 37,052 22,295 34,037 42,176 42,791 38,211 33,917 38,186 39,287 36,765 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 # 2. Spain Financial and Operating Metrics 12 Financial Results (Unaudited) Net Gaming Revenue (Quarterly) Avg. Monthly Actives (2) (Quarterly) 12% 7% 12% Net Gaming Revenue growth in Q2 2022 versus the prior year period despite marketing restrictions (1) Net Gaming Revenue ( LTM) 52.4 51.4 Q2 2021 Q2 2022 EUR mm - 2% - 4% - 6% 39,304 37,039 Q2 2021 Q2 2022 # Avg. Monthly Actives (1) (LTM) - 6% Marketing Restrictions Marketing Restrictions 1. Q2 - 2021 and LTM through Q2 - 2021 partially impacted by marketing restrictions which came into effect throughout May 2021. 2. Avg. Monthly Actives include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior pe riod reports which only included real money sports betting actives.
2. Mexico Financial and Operating Metrics 13 Financial Results (Unaudited) 4.5 3.1 5.6 7.0 6.4 6.4 7.1 7.9 10.0 11.9 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 EUR mm 16,664 13,409 23,102 25,325 25,304 22,259 23,153 26,281 33,382 32,253 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 # Strong Net Gaming Revenue growth in Q2 2022 on the back of both higher Avg. Monthly Actives and higher spend per active Net Gaming Revenue (Quarterly) Avg. Monthly Actives (1) (Quarterly) Net Gaming Revenue ( LTM) Avg. Monthly Actives (1) (LTM) 85% 19% 45% - 3% 25.5 36.9 Q2 2021 Q2 2022 EUR mm 23,998 28,768 Q2 2021 Q2 2022 # 45% 20% Platform Migration 1. Avg. Monthly Actives include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior pe riod reports which only included real money sports betting actives.
3.8 6.0 Q2 2021 Q2 2022 EUR mm 2. Colombia Financial and Operating Metrics 14 Financial Results (Unaudited) 0.5 0.5 0.8 0.7 0.8 1.4 0.9 1.5 1.5 2.2 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 EUR mm 8,726 6,845 10,567 11,160 14,128 20,279 20,043 25,977 24,030 27,967 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 # Significant increase in Net Gaming Revenue (57%) and Avg. Monthly Actives (38%) in Q2 2022. Net Gaming Revenue (Quarterly) Avg. Monthly Actives (1) (Quarterly) Net Gaming Revenue ( LTM) Avg. Monthly Actives (1) (LTM) 57% 46% 38% 16% 80% 75% 14,034 24,504 Q2 2021 Q2 2022 # 1. Avg. Monthly Actives include real money (i.e. exclude free bets) sports betting and casino actives and will differ from prior pe riod reports which only included real money sports betting actives.
Figures in EUR mm Figures in EUR mm Figures in EUR mm (-) A/P, net Assets A/P A/R Actual Adj. PF Cash & Equivalents 84.6 Working Capital - Assets 13.4 3rd Party 15.9 0.1 16.0 0.0 16.0 Financial Assets (1) 4.9 Working Capital - Liabilities 39.1 Codere Group 14.5 -3.8 10.7 -3.4 7.3 Accounts Receivable & Other 3.7 Net Working Capital -25.8 Total 30.4 -3.7 26.7 -3.4 23.3 Current Assets 93.2 % June 2022 LTM NGR (4) -27% Intangible Assets & Other (2) 0.6 Codere Group Total Assets 93.7 Working Capital - Assets Services Provided (6) 6.9 0.0 6.9 -1.9 5.0 Restricted Cash (5) 4.8 Legal Reorganization (7) 3.7 -0.2 3.5 -1.5 2.0 Liabilities & Owners' Equity Financial Assets 4.9 Sub-Total 10.6 -0.2 10.4 -3.4 7.0 Customer Balances 6.4 Accounts Receivable & Other 3.7 Retail Transactions (8) 3.9 -3.7 0.2 0.0 0.2 Accounts Payable 30.4 Total 13.4 Total 14.5 -3.8 10.7 -3.4 7.3 Taxes Payable 1.2 Accrued Wages 1.0 Working Capital - Liabilities Public Warrant Liability 1.9 Customer Balances 6.4 Figures in EUR mm, except where otherwise indicated Deferred Tax Liability (3) 1.0 Accounts Payable 30.4 USD mm % Total Total Liabilities 42.1 Taxes Payable 1.2 Available 79.8 82.9 Europe/Israel 75.9 90% Owners Equity 51.7 Accrued Wages 1.0 Restricted 4.8 4.9 Latam 8.6 10% Total Liabilities & O. Equity 93.7 Total 39.1 Total 84.6 87.8 Total 84.6 100.0% 2. Consolidated Balance Sheet, NWC and Cash (Jun 30, 2022) 15 Financial Results (Unaudited) Approximately €85 mm in total cash. Negative NWC position of €25.8 mm driven by €26.7 mm in Accounts Payable, Net Balance Sheet Net Working Capital (NWC) Accounts Payable, Net 1. Figure includes cash in transit (i.e. pending settlement with payment service providers) and other restricted cash (e.g. cash collat era lizing bank guarantees ). 2. Other includes the €0.3 mm deferred tax asset due to the book expense from the long term incentive plan for employees. 3. Figure reflects Codere Online Luxembourg S.A. deferred tax liability due to the book income from exchange rate variations. 4. Figure based on June 2022 LTM (Last Twelve Month) Net Gaming Revenue excluding our .com ( Greenplay ) business which was sold on December 31, 2021. 5. Figure reflects restricted customer balances as required by applicable local regulation in certain jurisdictions. 6. Figures reflects amounts due to Codere Group pursuant to platform, technology, affiliate and shared services provided by Codere Group to Codere Online . 7. Figures reflect amounts due to/from Codere Group related to on - going segregation of certain Latin American businesses pursuant t o the Business Combination. 8. Figure reflects online customer deposit and withdrawal activity (as applicable) in Codere Group retail venues pursuant to the omnichannel strategy. Cash & Equivalents Q3E Catch - Up
3. Consolidated Cash Flow Statement 16 Financial Results (Unaudited) June 2022 YTD Cash Flow Statement Change in NWC – June 2022 YTD Cash Impact Figures in EUR mm Dec 2021 As Reported Adjustments (4) Actual Jun 2022 Chg. Working Capital - Assets 11.7 -1.0 10.7 13.4 -2.7 Working Capital - Liabilities 27.5 1.8 29.3 39.1 9.8 Net Working Capital (BS) -15.8 -2.8 -18.7 -25.8 7.1 FX Impact -0.7 Net Working Capital (CFS) 6.4 Working Capital - Assets Restricted Cash 4.0 -0.7 3.2 4.8 -1.5 Financial Assets 4.1 -0.2 3.9 4.9 -0.9 Accounts Receivable & Other 3.6 -0.1 3.5 3.7 -0.2 Total 11.7 -1.0 10.7 13.4 -2.7 Working Capital - Liabilities Customer Balances 5.1 0.0 5.2 6.4 1.3 Accounts Payable 19.3 2.4 21.7 30.4 8.8 Taxes Payable 1.3 -0.1 1.2 1.2 -0.0 Accrued Wages & Other 1.8 -0.5 1.3 1.0 -0.3 Total 27.5 1.8 29.3 39.1 9.8 1. Net Income includes a €0.7 mm cyber - related fraud incident cash expense and a €1.0 mm non - cash provision related to the long term incentive plan for employees. 2. Figure reflects the period exchange rate impact on cash balances which is included in Net Income and which in prior period re por ts was reported under cash flow from financing. 3. Includes a € 3.6 mm gain on variation in fair value of public warrants and a € 1.0 mm non - cash expense related to the long term share based incentive plan for employees. 4. Figures primarily reflect working capital position of our online business in Argentina, which (at the time of publication of our Q4 2021 earnings resul ts) was not yet included in Codere Online’s consolidation perimeter as well as other adjustments resulting from the full year 2021 audit which (at the time of publication of our Q4 2021 earnings results ) was still ongoing. Figures in EUR mm Jun-22 YTD Net Income (1) -16.8 Plus: Provision for CIT 1.7 Less: CIT Paid -0.2 Less: FX Impact on Cash (2) -6.3 Plus: D&A 0.3 Plus: Non-Cash Expenses/(Income) (3) -2.6 Plus: Decr./(Incr.) in NWC 6.4 Cash Flow from Operations -17.4 Capital Expenditures -0.1 Other 0.0 Cash Flow from Investing -0.1 Other 0.0 Cash Flow from Financing 0.0 Period Cash Flow -17.5 Available Cash Beginning of Period 90.9 Period Cash Flow -17.5 Plus: FX Impact on Cash (2) 6.3 End of Period 79.8
Questions & Answers
Corporate presentation Table of Contents 18 1. Corporate Overview Page 6 2. Financial Results (Unaudited) Page 9 3. Appendix Page 19
3. Consolidated Net Gaming Revenue and Adj. EBITDA (1) 19 Appendix 1. Net Gaming Revenue, EBITDA and Adj. EBITDA figures across all periods exclude .com business ( Greenplay ), which was sold on December 31, 2021 . Net Gaming Revenue, EBITDA and Adj. EBITDA are non - GAAP measures -- see page 25 for a reconciliation of these and other non - GAAP measures to their most directly comparable GAAP measure. 2. Includes Panama, City of Buenos Aires (Argentina) and Italy. 3. Reflects personnel, headquarter and other expenses that have not been allocated to the individual B2C business units. 4. 2021 figures exclude €45.4 mm of non - recurring expenses (€35.8 mm impact from IFRS 2 and €9.6 mm of business combination transac tion expenses). The Q3 and Q4 2021 figures also exclude the €4.5 mm provision (in Q3) and reversal (in Q4) of business combination transaction expenses . Q2 - 2022 figures exclude the €0.7 mm cash impact from the cyber - related fraud incident and the €1.0 mm non - cash provision relat ed to the long term incentive plan for employees . Net Gaming Revenue Adj. EBITDA Q1-20 Q2-20 Q3-20 Q4-20 FY-20 Q1-21 Q2-21 Q3-21 Q4-21 FY-21 Q1-22 Q2-22 Spain 11.2 10.3 12.3 14.4 48.3 13.0 12.6 11.6 12.6 49.8 13.2 14.1 Mexico 4.5 3.1 5.6 7.0 20.2 6.4 6.4 7.1 7.9 27.9 10.0 11.9 Colombia 0.5 0.5 0.8 0.7 2.5 0.8 1.4 0.9 1.5 4.6 1.5 2.2 Other (2) 0.1 0.0 0.0 0.1 0.2 0.2 0.3 0.3 0.3 1.0 0.8 1.0 Total 16.3 13.9 18.9 22.3 71.3 20.5 20.7 19.8 22.2 83.2 25.5 29.2 Q1-20 Q2-20 Q3-20 Q4-20 FY-20 Q1-21 Q2-21 Q3-21 Q4-21 FY-21 Q1-22 Q2-22 Spain 0.7 3.8 2.3 2.9 9.6 0.2 0.5 2.8 3.1 6.6 2.5 3.6 Mexico -1.1 -1.0 -0.8 -1.6 -4.5 -1.8 -2.2 -3.5 -3.9 -11.4 -7.7 -4.1 Colombia -0.3 -0.1 -0.3 -0.4 -1.1 -0.7 -0.8 -1.0 -1.2 -3.8 -1.7 -1.8 Other (2) 0.1 -0.1 0.0 0.0 0.0 0.0 0.0 -0.5 -1.1 -1.6 -1.2 -1.9 B2C EBITDA -0.6 2.6 1.1 0.9 4.0 -2.3 -2.6 -2.2 -3.1 -10.2 -8.1 -4.2 Undistributed B2B / HQ Opex(3) -2.5 -2.0 -2.4 -2.7 -9.6 -3.3 -3.3 -3.6 -3.5 -13.6 -5.1 -5.7 Adj. EBITDA(4) -3.1 0.5 -1.3 -1.7 -5.6 -5.6 -5.8 -5.8 -6.5 -23.8 -13.2 -9.9 Figures in EUR mm Figures in EUR mm
3. Consolidated Income Statement (1) 20 Appendix 1. Figures across all periods exclude .com business ( Greenplay ), which was sold on December 31, 2021. 2. Includes all direct marketing, indirect marketing and affiliate fees (see page 26 for definitions of these items). 3. Includes payment service provider fees and sports streaming / data feeds. 4. 2021 figures exclude €45.4 mm of non - recurring expenses (€35.8 mm impact from IFRS 2 and €9.6 mm of business combination transac tion expenses). The Q3 and Q4 2021 figures also exclude the €4.5 mm provision (in Q3) and reversal (in Q4) of business combination transaction expenses. Q2 - 2022 figures exclude the €0.7 mm cash impact from the cyber - related fraud incident and the €1.0 mm non - cash provision related to the long term incentive plan for employees. Consolidated Income Statement Consolidated Income Statement (% of Net Gaming Revenue) Q1-20 Q2-20 Q3-20 Q4-20 FY-20 Q1-21 Q2-21 Q3-21 Q4-21 FY-21 Q1-22 Q2-22 Net Gaming Revenue 16.3 13.9 18.9 22.3 71.3 20.5 20.7 19.8 22.2 83.2 25.5 29.2 Marketing (2) -9.6 -5.8 -9.7 -12.0 -37.1 -13.4 -14.2 -12.0 -14.8 -54.4 -22.1 -19.3 Platform & Content (3) -5.0 -3.7 -5.4 -5.9 -19.9 -6.6 -6.6 -7.4 -7.2 -27.8 -8.6 -9.2 Gaming Taxes -2.5 -2.0 -2.8 -3.5 -10.9 -3.3 -3.2 -3.2 -3.4 -13.1 -3.9 -4.8 Personnel -1.7 -1.6 -1.6 -1.7 -6.6 -1.9 -1.9 -2.0 -2.4 -8.1 -2.7 -2.9 Other -0.6 -0.3 -0.6 -0.9 -2.4 -1.0 -0.7 -0.9 -1.0 -3.6 -1.4 -2.8 Adj. EBITDA(4) -3.1 0.5 -1.3 -1.7 -5.6 -5.6 -5.8 -5.8 -6.5 -23.8 -13.2 -9.9 Q1-20 Q2-20 Q3-20 Q4-20 FY-20 Q1-21 Q2-21 Q3-21 Q4-21 FY-21 Q1-22 Q2-22 Net Gaming Revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Marketing (2) -59.0% -41.6% -51.6% -54.0% -52.1% -65.6% -68.5% -60.7% -66.6% -65.4% -86.5% -66.2% Platform & Content (3) -30.5% -26.7% -28.4% -26.4% -27.9% -32.1% -31.9% -37.4% -32.5% -33.4% -33.8% -31.6% Gaming Taxes -15.3% -14.7% -15.0% -15.8% -15.3% -15.9% -15.5% -16.4% -15.2% -15.7% -15.4% -16.6% Personnel -10.3% -11.3% -8.7% -7.5% -9.2% -9.2% -9.1% -10.1% -10.6% -9.8% -10.5% -9.8% Other -3.8% -2.1% -3.3% -4.0% -3.4% -4.7% -3.2% -4.7% -4.5% -4.3% -5.5% -9.7% Adj. EBITDA(4) -18.8% 3.6% -7.0% -7.8% -7.9% -27.5% -28.3% -29.3% -29.4% -28.6% -51.8% -34.0%
3. Regulatory Overview 21 Appendix (1) Regulation for online sports betting and casino unless indicated otherwise. (2) As per the latest available public information and / or Codere Online estimates. (3) Retail license or operation required to operate online. (4) Codere Online is already in the process of applying for a renewal of the license. (5) Partnership with a local operator required for international operators. Latin America Mexico Colombia City of BA Province of BA Spain Italy Europe Regulator # Licensed Operators (2) Effective Gaming Tax (% NGR 2021) Regulation / Launch Date (1) Codere Online License Expiry Retail Requirements (3) Codere Online Launch Date Panama Secretaria de Gobernacion (SEGOB) 15+ 22% 2014 / 2016 May 2027 (LIFO License) Yes 2016 Coljuegos 17 19% 2016 / 2017 November 2022 (4) No 2018 Lotería de Buenos Aires (LOTBA ) 5+ 15.9% (Statutory) 2018 / 2021 December 2026 No 2021 Instituto Provincial de Loteria y Casinos (IPLYC) 7 23.5% (Statutory) 2018 / 2022 N.A. No (5) N.A. Junta de Control de Juego (JCJ) 3+ 16% No Dirección General de Ordenación del Juego (DGOJ) 78 12% 2012 / 2012 May 2032 (Extended in May 2022) No 2012 Agenzia delle Dogane e dei Monopoli (ADM) 83 37% Sports: 2006 / 2007 Casino: 2011 / 2011 December 2022 No 2019 Sports: 2002 / 2016 Casino: 2020 / 2020 2017 (Sports Betting) December 2041 Province of Córdoba Lotería de Córdoba 10 20.8% 2022 / 2023 N.A. No N.A.
3. Market Overview - Online B2C ( LatAm ) 22 Appendix (1) Figures reflect onshore (excl. lotteries) G GR as per H2GC. (2) Figures reflect estimated market size based on linear interpolation for all countries except for Mexico, Colombia, Panama and Rest of LatAm which are as per H2GC. (3) Figures reflect Codere Online estimates for all countries except Mexico, Colombia, Panama and Rest of Latam which reflect 2027 estimates per H2GC 2026 projections as of April 2022. Codere Online’s Core Markets (Mexico, Colombia, Argentina and Panama) today represent over 80% of the LatAm market but will only represent approximately 55% by 2024 and 45% of the overall TAM (2027), with the expected regulation of gaming in Brazil, which alone is expected to represent mor e t han one - third of the TAM in LatAm . 4Y CAGR Country TAM (€mm) (3) % Total % Total % Total 2021E (€mm) (1) 2024E (€mm) (2) Brazil Mexico Colombia Argentina Chile Peru Puerto Rico Panama Uruguay NM 1,582 1% 35% 29% 6 791 17% 1,002 49% 22% 26% 447 710 20% 601 29% 13% 17% 266 463 NM 422 3 % 9% 8 % 24 211 NM 288 1% 6% 5% 7 144 NM 189 0% 4% 3 % 0 94 NM 115 1 % 3 % 2% 6 57 55% 109 2% 2 % 2% 22 83 NM 53 0% 1% 1% 0 26 45% Total 4,554 100% 100% 100% 904 2,749 Rest of LatAm 10% 194 14% 4 % 6 % 126 94
63 71 83.2 ~ 155 ~ 200 110 - 120 2019 2020 2021 2022E 2023E 2024E EUR mm 3. 3 Year Net Gaming Revenue (NGR) Over the 2022 - 2024 period, we are targeting average annual Net Gaming Revenue growth (Core Market only) in excess of 30% and to be EBITDA and cash flow positive by 2024. 23 Appendix Outlook Historicals (1) 1. Figures exclude our .com business ( Greenplay ) sold on December 31, 2021. 2. Figure reflects growth rate assuming €115 mm (midpoint of the € 110 - 120 mm) of net gaming revenue in 2022. 3Y CAGR: 34% 2Y CAGR: 36% 38% (2)
3. Business Combination Overview 24 Appendix 1. Figure reflects gross proceeds from 4,915,956 IPO shares not redeemed. 2. Figure as at June 30, 2022 and calculated at an exchange rate of 1.0387 USD/EUR. 3. Figure excludes revenues from our .com business ( Greenplay ) which was sold on December 31, 2021 , and calculated at an average exchange rate for Q2 2022 LTM of 1.1277 USD/EUR. 4. Does not reflect beneficial ownership. Key Transaction Terms Sources and Uses ($ mm) Ownership (4) Valuation ($ mm) ▪ On November 30, 2021, Codere Online completed its business combination with DD3 Acquisition Corp. II. ▪ $49 mm of SPAC cash in trust (1) plus a PIPE investment of $67 mm provided by Baron Funds, MG Capital, LarrainVial and DD3 Capital Partners. ▪ Existing Codere Online management continues to operate the business and Codere Group maintains majority ownership post - business combination. ▪ Proceeds being used primarily to fund marketing expenditures. Sources SPAC Cash in Trust (1) 49 Sellers’ Rollover Equity 300 PIPE 67 Total 416 Uses Cash to Balance Sheet 103 Sellers’ Rollover Equity 300 Transaction Fees 13 Total 416 Price Per Share (as at August 31, 2022) ($) 2.68 (x ) Shares Outstanding (mm) 45.1 Equity Value 121 (+) Debt (2) - ( - ) Available Cash (2) (82.9) Terminal Enterprise Value (TEV) 38 LTM Net Gaming Revenue (3) 109.0 TEV / LTM Net Gaming Revenue 0.3x Shares (mm) Codere Group 30.0 Public Shares 4.9 PIPE Shares 6.7 Founder Shares 3.5 Total 45.1
3. Net Gaming Revenue and Adj. EBITDA Reconciliation 25 Appendix 1. 2021 figure differs from that included in our Q4 2021 earnings presentation where we excluded Greenplay’s Accounting Revenue (see footnote 2). 2. Reflects Accounting Revenue from our former .com business, which we sold on December 31, 2021 and have excluded for comparability purposes . 2020 and 2021 figures differ from those included in our Q4 2021 earnings presentation as those reflected Greenplay’s Net Gaming Revenue. 3. Figures primarily reflect differences in recognition of revenue related to certain partner and affiliate agreements in place in Colombia and VAT impact from entry fees in Mexico . 4. Figures include losses / (gains ) from exchange rate variations. 5. 2021 figure differs from our Annual Report on form 20 - F where variations in fair value of public warrants were included in EBITDA while in our management reporting they are included as interest income (i.e. no impact on EBITDA). 6. Figures primarily reflect costs related to a legacy affiliate program in Mexico, post - closing adjustments to financial accounts to reflect commercially agreed platform and technology services fees, and actual costs of doing business (i.e. invoicing between Codere Group companies and Codere Online companies). 7. Reflects Codere Online fees and related expenses in connection with the merger with DD3 Acquisition Corp. II . 2021 figure differs from that included in our Q4 2021 earnings presentation as a portion of the business combination transa cti on costs that were supported by Codere Online’s majority owner (Codere NewCo , S.A.) was ultimately accounted for as a capital increase thereby increasing the expense related to transaction costs (i.e. imp act to income statement) in the applicable accounting period . 8. Reflects non - cash impact from the application of IFRS 2 (the difference in the fair value of shares and warrants issued to holders of DD3 Acquisition Corp. II Common Stock in excess of its net assets). GAAP 2020 2021 Q1-22 Q2-22 H1-22 Accounting Revenue (1) 70.5 80.3 23.9 27.4 51.3 (-) Greenplay (2) -1.2 -0.4 0.0 0.0 0.0 (+) Accounting Adjustments (3) 2.0 3.3 1.6 1.8 3.4 Net Gaming Revenue 71.3 83.2 25.5 29.2 54.6 Net Income (Loss) -16.3 -68.0 -10.1 -6.7 -16.8 (+/-) Provision for Corporate Income Tax 1.5 1.0 0.5 1.2 1.7 (+/-) Interest Expense / (Income) (4) 0.5 -4.0 -1.6 -5.0 -6.6 (+/-) Var. In Fair Value of Public Warrants (5) 0.0 0.0 -2.3 -1.3 -3.6 (+) D&A 0.9 0.7 0.2 0.1 0.3 EBITDA -13.4 -70.3 -13.3 -11.7 -25.0 (+) Employee LTIP Expense 0.0 0.0 0.0 1.0 1.0 (+/-) Other Accounting Adjustments (6) 7.8 1.1 0.1 0.1 0.2 Adj. EBITDA (Pre Non-Recurring Items) -5.6 -69.2 -13.2 -10.6 -23.8 (+) Business Combination Transaction Expenses (7) 0.0 9.6 0.0 0.0 0.0 (+) IFRS 2 Impact (8) 0.0 35.8 0.0 0.0 0.0 (+) Cyber-related Fraud Incident 0.0 0.0 0.0 0.7 0.7 Adj. EBITDA -5.6 -23.8 -13.2 -9.9 -23.1
3. Defined Terms 26 Appendix Avg. Monthly Actives : Average number of sports betting and casino customers who placed a real money bet (i.e. excludes free bets) in a given month . Avg. Monthly Spend per Active: Avg. Monthly Net Gaming Revenue (NGR) during a given period divided by Avg. Monthly Actives during the period. Conversion Rate: Number of FTDs in a given period divided by the number of new registrations during the period. Cost Per Acquisition (CPA): Direct Marketing Spend during a given period divided by number of FTDs acquired during the period. Core Markets: Markets in which Codere Online is currently operating (Mexico, Colombia, Panama, City of Buenos Aires, Spain and Italy). Direct Marketing Spend means the sum of all ATL Marketing Spend, BTL Marketing Spend and Omni - Channel Marketing Spend: • Above - the - Line (ATL) Marketing Spend means the sum of all discretionary investment in i ) traditional media channels (TV, radio, etc.) in an effort to reach a broader audience but with low frequency and ii) digital media channels (direct deals, programmatic advertising, influencers) to reach a narrower audience but with hi gh frequency; priority is building brand awareness (which benefits medium/long - term acquisition, retention and player value) versus immediate acquisition. • Below - the - Line (BTL) Marketing Spend means the sum of all discretionary investment in i ) search engine management (i.e. paid search), ii) social media (Facebook, Instagram, Twitter, etc.) and iii) other targeted digital acquisition media; priority is more immediate acquisition than building brand awareness. • Omni - Channel Marketing Spend means the sum of all discretionary investment in advertising, campaigns and promotions taking place in Codere controlled reta il venues in furtherance of converting Codere retail customers into online customers (i.e. the omnichannel strategy). Expansion Markets: Currently unregulated markets in which Codere Online does not yet have an existing presence (Brazil, Chile, Peru, Puerto Rico , Uruguay, and Argentina excluding City of Buenos Aires). First Time Deposits (FTD): New players who make a deposit for the first time during a given period. Gross Gaming Revenue (GGR): Gross value of wagers less player winnings. Lifetime Value (LTV): The average amount of NGR generated per FTD (based on all FTDs acquired in a given period) in the first 5 years following acq uis ition. Net Gaming Revenue (NGR): GGR less impact from player bonuses / promotional bets. Omnichannel Players: Existing Codere Group registered retail customers who are then converted to online. Pure Online Players: Codere Online customers who were not previously registered through a Codere Group retail location.
For additional information, please contact: Codere Online Investor Relations codereonline.com ir@codereonline.com