Intralot Sa

Ladies and gentlemen, thank you for standing by. I am Mina, your Chorus Call Operator. Welcome and thank you for joining the Infralot Conference Call and Live Webcast to present and discuss the third quarter 2025 financial results. All participants will be in a listen-only mode and the conference is being recorded. The presentation will be followed by a question and answer session. Should anyone need assistance during the conference call, you may signal an operator by pressing star and zero on your telephone. At this time, I would like to turn the conference over to Mr. Robertson Reeves, CEO of Infralot. Mr. Reeves, you may now proceed.

Thank you, Operator, and thank you all for joining us today for the Q3 results of Infralot. The transaction completed in October 2025 to bring together Bally's International Interactive and Infralot As you will have seen, Intralot has delivered strong third quarter results despite FX headwinds. Bally's International Interactive has delivered around €548 million in revenue with a hefty 43% adjusted EBITDA margin for Q3, which is on track with our stated guidance. Full year 2025 performer of the two entities annualized is more than €1 billion in revenues, and 435 million in adjusted EBITDA, with a combined margin of 40.65%, which is in line with previously stated full-year guidance. As you are aware, yesterday the UK government revised gaming taxes by increasing remote gaming duty from 21% to 40%, beginning in April 26. This was higher than anticipated, but we are going to follow the aggressive mitigation scenarios. We still intend to deliver growth in wages accepted, which combined with generosity reductions, marketing reductions, and accelerated synergies will limit the tax impact. However, this will delay our growth plan by one year and impact our total EBITDA by 4% versus 2025 guidance. I'll ask you all to refer to page four of the presentation as I want to walk you through the bridge. So if you look at 2025 EBITDA, I will highlight our mitigations for 26. So I start with 435 million euros as we've provided that already in our guidance. 315 million of EBITDA is from the Bally's International Interactive Segment, the UK online EBITDA contributes $275 million with revenue of $660 million. The remote gaming duty increase from 21% to 40% has a direct impact of $95 million when applied to 2025. That gives us a starting point of $180 million of EBITDA from the UK before mitigation. I want to break down the mitigations. As I said, we will look at generosity reductions, marketing reductions, such as advertising, and cost cutting, which amounts to $35 million. In addition, there will be $15 million from the transaction synergies, which will deliver a total of $50 million. Our forecast organic growth is expected to be $34 million from all markets, including Infralot. In summary, mitigations are 35 million, which is 28% of full-year tax impact, plus the 15 million of transaction synergies and growth of 34 million. We end up with 435 million minus 95 million for tax, which equals 340 million. We add 34 for growth and 35 million in mitigations, plus $15 million for the transaction synergies, leaving $424 million, which is a 4% impact versus 2025. Another way to look at it is $810 million of turnover from Bally's International Interactive with an EBITDA margin of circa 30% is $245 million, plus $35 million of mitigation, $15 million of synergies, and $125 million from Intralot gives 420. We believe these estimates are conservative. A significant market consolidation is possible. The full-year tax impact will be higher by 30 million, as this 90 million is a nine-month impact. We will also realize 25 million more in 27 in committed Intralot synergies and we believe that generosity and marketing will have further flex. Our growth in sports, expansion into new markets, and the full realization of synergies will alleviate tax rate pressures in the UK from a full year of tax increase in 27. In 2027, increased tax for online sports betting will be introduced and drive further consolidations. Such tax increases have happened periodically in our markets and historically have highlighted vulnerability for others, leading to market consolidation and market share growth for companies like Bally's, who have higher margins than other peers. We achieved in Q3 a 43% EBITDA margin, whilst most others are below 25%. Hence, there will be other operators that cannot adapt to this change due to lower margins and lack of scale. This will result in fewer players, and they welcome a less competitive environment. The point of the combined Bally's International Interactive and Intralot was to create a platform for both organic opportunities and accretive acquisitions. We believe this improves our prospects. I do understand that the UK government has a need for revenue. My message is I will continue to embrace public-private partnership and regulations, but that the UKGC will have to be extra vigilant to police offshore gambling given that the incentive to do so has increased. The UKGC has been progressive with consideration to grow into areas such as crypto and prediction markets, to lead and expand the market rather than zero-sum reallocation. I love our business, and we have been through such experiences over the years and will continue to adapt. I know that we will be very strong in the medium term. I intend to make a recommendation to the EGM, obviously subject to board approval, to allow the company to make share buybacks. Now, I'll hand over to Andreas to walk you through Q3.

Thank you, Robson. Good afternoon, ladies and gentlemen. On October 8, Intralot completed the acquisition of the Interactive International segment of BALIS for a total transaction value of €2.7 billion, €1.53 billion in cash and €1.136 billion in newly issued shares of Intralot. For this transaction, Balis Corporation became the largest shareholder of Intralot with a 58% participation. The closing followed the successful completion of Intralot's comprehensive acquisition financing and satisfaction of required shareholder, regulatory and other customary closing conditions. Moving on to the slide number five of the presentation. On the left hand side, We see the pro forma capitalization table post-closing, including Intralog's financing package comprising of 900 million aggregate principal amount of senior secured notes due 2031, 600 million fixed rate notes, and 300 million floating rate notes. Secondly, 400 million pounds, 460 euro equivalent, a six-year senior secure term loan with institutional lenders, and a 200 million euros four-year amortizing term loan provided by a consortium of Greek banks. To finance the transaction, Intralot also raised 429 million euros through the issuance of 390 million new ordinary shares at a price per share of 1.1 euros. Total funds raised were used to pay the consideration to repay all the outstanding debt of Intralot, except for the retail bond of 130 million euros, which survived the transaction, plus the transaction fees. Following all these financing activities, the pro forma net debt, funded net debt, stands at around 1.5 billion and the total enterprise value at around 3.2 billion euros. The new combined entity on the right side of the slide, on a pro forma basis for the nine-month period, would have a total revenue of 790 million euros, an adjusted EBITDA of 320 million euros, and a robust EBITDA margin of around 41%, and a healthy EBITDA minus capex metric of around 280 million euros. Now moving to the nine month of 2025 financial results of Intralot and turning to page number six, we see the revenue analysis highlights here is the contribution of the Americans of around 60% and the B2B, B2G having the majority of the Intralot business with more than 95%. Turning to the next page, number seven, where we focus more on the revenue line The key takeaway is that the group showed a stable underlying performance in constant currency terms, with FX headwinds, however, in all markets, which is functional currency, is different than the Euro, leading to an overall reported deficit of 2.9 times or 7.3 euros, with the majority of the impact coming from the markets of the United States and Turkey. If we move on to page number eight, We have the overall P&L performance for the first nine months of 2025 compared to the previous year and for the third quarter. Revenue is lower by 2.9% for the year-to-date period and 11.8% for the third quarter, with negative effects being the major contributor of this variance, accompanied by a slower growth in Turkey and Argentina in the third quarter. Same picture for the gross profit line. However, through efficient cost management, the group has managed to present an almost stable EBITDA performance for the nine-month period by maintaining the EBITDA margin at around 37%. Net interest was substantially lower this year due to the scheduled repayments of the bank loans in Greece, the United States, and Turkey of around 25 million euros. and lower interest rates due to both URIBOR and SOFR lower levels compared to the 2024 respective period. Net income variance is attributed entirely to an accounting treatment in relation to the hyperinflation adjustments in Turkey, which had a positive effect in 2024 and a negative in 2025. Turning to page number 9, the upper two graphs, have been analyzed in the previous slide. And on the bottom left graph, we see the operating cash flow, which was higher by 4 million as a result of favorable working capital movement and the lower tax payments. CAPEX in the nine months of 2025 was lower by 4.3 million euros compared to the respective period of last year. mostly due to the non-recurring license renewal payment in Turkey back in 2024, partially offset by higher U.S. investment needs in the current period. On the bottom right, we see that the net debt and leverage ratio adjusted for the restricted cash, referring to debt servicing and repayments, was 299 million euros and 2.3 times respectively for the third quarter of 2025, better by 57 million euros and 0.4 times compared to 2024 year end. Turning to page number 10 and focusing on the adjusted net debt movement bridge from December 2024 through September 2025, we see that the contributors to the 57 million reduction have been the solid financial performance in the nine month period, as evidenced by the generation of 48.1 million euros in fricasse flow, accompanied by a positive movement in debt, primarily due to favorable foreign exchange effect in our U.S. denominated debt, while the net interest payments stood at 21.9 million. Lastly, on page number 11, we see the contributions per region and to our revenues and EBDA. Revenue was almost stable in all jurisdictions, apart from Turkey, presented in the rest of the world, performing, however, better in terms of EBDA in this region, as well due to efficient cost management counterbalancing the top-line deficit. EBDA in all other jurisdictions at almost equal levels year over year, with North America performing better. And at this stage, the presentation of the results for the nine months of 2025 is finished, and I hand over to Robson for his closing statement.