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CAUTION REGARDING
FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws,
including, without limitation, certain financial expectations and projections. Forward-looking statements can, but may not always, be identified by the use of
words such as anticipate, plan, continue, estimate, expect, may, will, project, predict, potential, targeting, intend, could, might, would,
should, believe, objective, ongoing and similar references to future periods or the negatives of these words and expressions. These statements, other
than statements of historical fact, are based on managements current expectations and are subject to a number of risks, uncertainties, and assumptions,
including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments,
anticipated events and trends and regulatory changes that affect us, our customers and our industries. Although the Corporation and management believe the
expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates, there can be no
assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently
subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those
expressed or implied in such statements. Specific risks and uncertainties include, but are not limited to: the heavily regulated industry in which the Corporation
carries on business; interactive entertainment and online and mobile gaming generally; current and future laws or regulations and new interpretations of
existing laws or regulations with respect to online and mobile gaming; potential changes to the gaming regulatory scheme; legal and regulatory requirements;
ability to obtain, maintain and comply with all applicable and required licenses, permits and certifications to distribute and market its products and services,
including difficulties or delays in the same; significant barriers to entry; competition and the competitive environment within the Corporations addressable
markets and industries; impact of inability to complete future acquisitions or to integrate businesses successfully; ability to develop and enhance existing
products and services and new commercially viable products and services; ability to mitigate foreign exchange and currency risks; ability to mitigate tax risks
and adverse tax consequences, including, without limitation, the imposition of new or additional taxes, such as value-added and point of consumption taxes,
and gaming duties; risks of foreign operations generally; protection of proprietary technology and intellectual property rights; ability to recruit and retain
management and other qualified personnel, including key technical, sales and marketing personnel; defects in the Corporations products or services; losses
due to fraudulent activities; management of growth; contract awards; potential financial opportunities in addressable markets and with respect to individual
contracts; ability of technology infrastructure to meet applicable demand; systems, networks, telecommunications or service disruptions or failures or cyberattacks; regulations and laws that may be adopted with respect to the Internet and electronic commerce and that may otherwise impact the Corporation in the
jurisdictions where it is currently doing business or intends to do business; ability to obtain additional financing on reasonable terms or at all; refinancing risks;
customer and operator preferences and changes in the economy; dependency on customers acceptance of its products and services; consolidation within the
gaming industry; litigation costs and outcomes; expansion within existing and into new markets; relationships with vendors and distributors; and natural events.
Other applicable risks and uncertainties include those identified under the heading Risk Factors and Uncertainties in Amayas Annual Information Form for the
year ended December 31, 2014 and in its Managements Discussion and Analysis for the period ended September 30, 2015, each available on SEDAR at
www.sedar.com, EDGAR at www.sec.gov and Amayas website at www.amaya.com, and in other filings that Amaya has made and may make with applicable
securities authorities in the future. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only
as of the date hereof, and the Corporation undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
CAUTION REGARDING
NON-IFRS FINANCIAL MEASURES
Non-IFRS and Non-US GAAP Measures
This presentation contains non-IFRS and non-U.S. GAAP financial measures, specifically Adjusted Net Earnings, Adjusted Net Earnings per Diluted Share,
Adjusted EBITDA, and the pro-forma equivalents of such measures for comparative periods, Adjusted Net Debt, Adjusted Net Leverage Ratio, Capital
Expenditures, and Unadjusted Unlevered Free Cash Flow. The Corporation believes these non-IFRS and non-U.S. GAAP financial measures will provide
investors with useful supplemental information about the financial performance of its business, enables comparison of financial results between periods where
certain items may vary independent of business performance, and allows for greater transparency with respect to key metrics used by management in
operating its business. Although management believes these financial measures are important in evaluating Amaya, they are not intended to be considered in
isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS or U.S. GAAP. They are not recognized
measures under IFRS or U.S. GAAP and do not have standardized meanings prescribed by IFRS or U.S. GAAP. These measures may be different from nonIFRS and non-U.S. GAAP financial measures used by other companies, limiting its usefulness for comparison purposes. Moreover, presentation of certain of
these measures is provided for year-over-year comparison purposes, and investors should be cautioned that the effect of the adjustments thereto provided
herein have an actual effect on the Corporations operating results.
Currency
Unless otherwise noted, all references to$ and CAD are to the Canadian dollar, US$ and USD are to the U.S. dollar and and EUR are to the Euro.
The USD to CAD exchange rates used in certain slides herein are as follows: Q3 2015 1.3066; YTD 2015 1.2598; Q3 2014 1.0889; and YTD 2014
1.0942., and as at September 30, 2015 - 1. 3345
B2C Business Historical Measures
All historical information and financial measures relating to Amayas B2C business prior to Amayas acquisition of Amaya Group Holdings (IOM) Limited
(formerly known as Oldford Group Limited) and its subsidiaries (collectively, Rational Group) on August 1, 2014 presented in, or due to lack of information
omitted from, the Corporations documents filed on SEDAR at www.sedar.com and Edgar at www.sec.gov, including the Corporations Management
Information Circular, dated June 30, 2014, for the annual and special meeting of shareholders of the Corporation held on July 30, 2014, the Corporations
Business Acquisition Report, as amended and restated on July 27, 2015, and this presentation, including all financial information of the B2C business, has
been provided in exclusive reliance on the information made available by Rational Group and their respective representatives. Although the Corporation has no
reason to doubt the accuracy or completeness of Rational Groups information provided therein and herein, any inaccuracy or omission in such information
could result in unanticipated liabilities or expenses, increase the cost of integrating Amaya and Rational Group or adversely affect the operational plans of the
combined entities and its results of operations and financial condition.
Corporate Highlights
Repaid US$529 million in gross debt, reducing annualized interest costs by ~US$62 million, or
~US$0.30 per diluted share
Annualized interest expense now ~US$136 million, excluding hedges; LTM Unadjusted Unlevered Free
Cash Flow of US$332 million
Repurchased and cancelled 1.46 million common shares for aggregate price of ~$45 million
Set aside US$59 million for deferred payment of purchase price for Oldford Group (US$108
million in total set aside thus far)
~$180 million in available cash and available-for-sale investments above player deposit
liabilities at September 30, 2015
Operational Highlights
Received approval to begin operating PokerStars and Full Tilt brands in New Jersey and received
licenses in Romania and Ireland
MARKETING/R&D
Launched poker marketing campaigns featuring superstars Cristiano Ronaldo and Neymar Jr and
increased bonuses/promotions to attract new and reactivated poker customers
R&D investments towards new poker products planned for 2016 launch to bridge the gap between real
money gaming and skilled video gaming/social gaming markets
POKER CHANGES
Announced comprehensive plan to increase engagement and retention of new and casual poker
players
CASINO/SPORTSBOOK ROLLOUT
Continued to roll out more games across platforms and geographies in online casino and online
sportsbook in preparation for launch of external marketing to attract new customers, with plans to
cross-sell them into poker
6
FINANCIAL
CAD Revenues
2015
2014
2015
2014
324,663
299,520
981,534
924,189
7%
13%
17%
63%
Americas
European Union
Other Europe
Rest of world
1 All 2014 figures are presented on a pro forma basis, which assumes that the acquisition of Amayas B2C business occurred as of the first day of such financial period
2 For each jurisdiction in which the Corporations B2C business operates, 2015 dollar figures are adjusted to their 2014 constant currency equivalent by using a factor that is derived from the percentage
change in the exchange rate of the applicable jurisdictions currency relative to USD during the comparative period. The sum of each such equivalent is then compared to IFRS figures for the applicable
comparative financial period in 2014. During the quarter, the Corporation estimates the decline in purchasing power of our consumer base was a result of an average 19% decline in the value of its
customers local currencies relative to USD, which was partially offset by the translation into its CAD reporting currency.
FX Impact
(Negative)
2015
2014
B2C Poker
216
261
(57)
B2C Total
252
263
(62)
YoY %
Change
FX Impact
YoY %
Change
(Negative)
2015
2014
4.5%
698
804
(183)
10%
19%
778
810
(197)
20%
1 All 2014 figures are presented on a pro forma basis, which assumes that the acquisition of Amayas B2C business occurred as of the first day of such financial period
2 For each jurisdiction in which the Corporations B2C business operates, 2015 dollar figures are adjusted to their 2014 constant currency equivalent by using a factor that is derived from the percentage change
in the exchange rate of the applicable jurisdictions currency relative to USD during the comparative period. The sum of each such equivalent is then compared to IFRS figures for the applicable comparative
financial period in 2014. During the quarter, the Corporation estimates the decline in purchasing power of our consumer base was a result of an average 19% decline in the value of its customers local currencies
relative to USD, which was partially offset by the translation into its CAD reporting currency.
3 Normalizing as defined by the Corporation means, in the case of VAT, adding back the particular dollar amount at issue to the referenced financial measure, and, in the case of the Extraordinary Events,
excluding the particular dollar amount at issue from the referenced financial measure for such Extraordinary Events for all periods referenced
4 The Extraordinary Events included (i) the temporary suspension of real-money operations in Portugal as of July 2015 in anticipation of a new regulatory and licensing regime, (ii) the impairment of real-money
operations in Greece as a result of the severe economic slowdown in that country and the capital controls and banking restrictions imposed by its government in 2015, and (iii) the suspension of operations in
approximately 30 other jurisdictions following Amayas acquisition of the Rational Group in 2014. For Q3 2014, revenues attributable to Portugal, Greece and the other suspended jurisdictions were
approximately US$9 million, the significant majority of which were from Portugal and Greece.
Financial Highlights
FX impact on net gaming revenues
Decline in global currencies vs USD impacts on net gaming revenues (NGR)1 in major markets
Indirect impact in non-segregated markets in which gameplay occurs almost entirely in USD
NGR excluding VAT in many major markets either grew or declined less than local currency decline vs USD
Region
SHARED LIQUDITY
MARKETS
Market
Currency
European Union
EU countries in
Eurozone
Euro
European Union
UK
British Pound
7%
-16%
27%
10%
-7%
18%
-16%
15%
European Union
Denmark
Danish Krone
-4%
European Union
Hungary
Hungarian Forint
20%
-16%
43%
7%
-24%
41%
European Union
Norway
Norwegian Krone
European Union
Poland
Polish Zloty
1%
-16%
21%
European Union
Romania
Romanian Leu
-2%
-16%
17%
2%
-18%
24%
European Union
Sweden
Swedish Krona
Other Europe
Belarus
Belarusian Ruble
-19%
-37%
27%
-23%
-42%
34%
Other Europe
Russia
Russian Ruble
Other Europe
Switzerland
Swiss Franc
73%
-5%
83%
Ukranian Hryvnia
-10%
-42%
56%
-35%
41%
Other Europe
Ukraine
Americas
Brazil
Brazilian Real
-8%
Americas
Canada
Canadian Dollar
-25%
-17%
(9)%
Australian Dollar
-23%
-21%
(2)%
Euro
-18%
-16%
(2)%
Rest of World
Australia
SEGREGRATED MARKETS
European Union
excludes certain other real money gaming revenues and other non-real money gaming revenues, which increased on a absolute US dollar basis in Q3 2015 vs Q3 2014
10
% of
Revenues
2014
% of
Revenues
2015
% of
Revenues
2014
% of
Revenues
141,249
43.5%
130,536
43.6%
420,724
42.9%
378,517
41.0%
Adjusted EBITDA
Headwinds included:
Forex
Approximately $10 million in taxes, notably VAT and gaming duties in the United Kingdom and Bulgaria, not
imposed in Q3 2014
1 All 2014 figures are presented on a pro forma basis, which assumes that the acquisition of Amayas B2C business occurred as of the first day of such financial period. Adjusted EBITDA is a non-US
GAAP and non-IFRS measures. Please refer to the appendix of this presentation for reconciliation.
11
2015
2014
2015
2014
90,543
79,830
260,915
218,709
$0.44
$0.38
$1.25
$1.05
Share count denominator used is 208 million shares (assumption used in 2015
guidance)
1 All 2014 figures are presented on a pro forma basis, which assumes that the acquisition of Amayas B2C business occurred as of the first day of such financial period. Adjusted Net Income and Adjusted
EPS are non-US GAAP and non-IFRS measures. Please refer to the appendix of this presentation for reconciliation.
12
~$1.04 billion generated from cash flow from operations and proceeds from
sales of B2B business over last 12 months (LTM):
~$144 million set aside for deferred payment portion of Oldford Group purchase price
~$45.5 million used to buy back AYA common shares for cancellation
LTM Unadjusted Unlevered Free Cash Flow generated was ~US$332 million
1 Adjusted Net Debt, Adjusted EBITDA and Unadjusted Unlevered Free Cash Flow are non-US GAAP and non-IFRS measures. Please refer to the appendix of this presentation for reconciliation.
13
Previous Guidance
Revised Guidance
Revenues
Adjusted EBITDA
More significant negative impact from the general strengthening of the U.S. dollar relative to certain foreign
currencies, primarily the Euro, and the 19% decline in the purchasing power of our customer base
Recent strategic decision to delay the rollout of significant aspects of our new online sportsbook offering
across geographies while we enhance the consumer product experience
USD
1,194
(53)
(263)
120
(17)
USD>CAD at
1.26
1,504
(67)
(331)
151
(21)
496
(35)
(116)
48
(7)
USD>CAD at
1.26
625
(44)
(146)
60
(9)
62
78
49
62
1,043
1,314
11
446
14
562
USD
Adjusted
EBITDA
Margin
41.5%
42.8%
Corporation estimates that its customers compensate for the reduced purchasing power of their local currencies relative to the USD caused by foreign exchange fluctuations by depositing greater
amounts in their respective local currencies.
14
Previous Guidance
Revised Guidance
1 Pro
Forma Adjusted Net Earnings as defined by the Corporation means Adjusted Net Earnings that is pro forma as if the divestiture of the entire B2B business occurred at December 31, 2014. Pro
Forma Adjusted Net Earnings is a non-IFRS and non-U.S. GAAP measure. Diluted Share count used is 208 million.
2 Adjusted Net Leverage Ratio as defined by the Corporation means Adjusted Net Debt divided by Adjusted EBITDA. Adjusted Net Debt as defined by the Corporation means total financial leverage
minus cash (with cash including funds in excess of working capital requirements set aside for the deferred payment that is in Restricted Cash in the Q3 Financials) plus current investments less
customer deposits liabilities, and after giving effect to the divestiture of the entire B2B business (which was anticipated as it related to the previous guidance). This does not assume potential cash from
the exercise of warrants with maturity dates extending beyond 2015. Adjusted Net Leverage Ratio and Adjusted Net Debt are non-IFRS and non-U.S. GAAP measures.
15
CORPORATE / OPERATIONS
Registered customers ~97 million as of September 30, 2015 (~9% YoY growth)
The aggregate number of unique1 customers who played a real money online offering
during the quarter was approximately 2.2 million, of which approximately 94% played on
PokerStars
1 Unique
~3% decline from Q3 2014 driven by temporary cessation of operations in Portugal and Greece
as defined by the Corporation means a customer who played on only one of the platforms and excludes any duplicate counting.
17
Market share increase in 2015 driven by introduction of PokerStars Spin & Gos
tournament variant in H2 2014; tournaments increased ~40% on PokerStars from
Q3 2014 to Q3 2015
75%
71%
70%
68%
64%
65%
60%
55%
54%
55%
56%
50%
45%
2010
2011
2012
2013
2014
YTD 2015
* Company estimates are of global real money online poker market share, in terms of cash game and tournament players based on various industry data sources including PokerScout, Sharkscope and various
gaming regulators. Full Tilt market share only included as of January, 2013 following acquisition by Rational Group and relaunch of brand, which had previously shut down in June 2011
18
50%
40%
30%
20%
10%
0%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015
Mobile % Total New Accounts
Mobile % Total Average Monthly Real Money
Poker Uniques
19
Quarterly real money active uniques increased ~3% to 2.07 million in Q3 2015
Real money gaming revenue for all verticals per real money active unique
increased ~13% to ~$148 due to:
CAD. Excludes revenues from play money/social offerings, events and live rooms, and certain other income
20
Efficient marketing and significant increase in bonuses and promotions resulted in growth in
customer registrations and real money active uniques
PokerStars has announced comprehensive plan to increase engagement and retention among
new and casual players and make poker more enjoyable. Goals include:
Ensuring all players compete on a more level playing field, including by stopping data mining and limiting
third-party software tools
Eliminating hunting of new and casual players through automated table selection or player targeting
Increasing retention by enabling new real money players to learn the game over longer period of time,
improve win rates, and reduce speed of loss
Improving consumer experience and speed-of-play, including through reducing high volume play
21
Develop and roll out new products created towards mobile users and video
gamers
Product/Platform
Q3 2015
Upcoming Quarters
New Jersey
Portugal
Geography
22
Profits supporting increased poker bonuses and promotions, sportsbook rollout, and
increased expenses including additional personnel and IT costs, gaming duties and
lobbying for regulation of online poker/gaming
Cannot offer real money online casino in >40% of jurisdictions for compliance reasons
Full games offering not yet available on mobile; web casino testing
commenced to small number of users
Sequential decline driven by losses of Portugal and Greece markets, 6 th and 7th largest
casino markets in Q2 2015
* EBITDA defined here means earnings before interest, income taxes, depreciation and amortization
23
X-sell core channels to be completed: (BJ, RLT, Live, Slots) x (Desktop, Mobile)
Rollout of web casino will enable initiation of casino as customer acquisition channel
During Q3 2015
Game Type
Platform
Geography
Upcoming Quarters
Video Poker
Continued expansion of
slots portfolio
Mobile Italy
Live Casino Italy
24
~13% cross-sell, double-digit cross-sell in top three markets (UK, Germany, Spain)
Margin of ~8%
EBITDA* loss due to launch costs (in house team, third party supplier costs)
* EBITDA defined here means earnings before interest, income taxes, depreciation and amortization
25
Continue to close product gap, primarily through the addition of more sports
Upcoming Quarters
Cricket
Horse Racing
New Product: Enhanced Odds
Innovation
Platform
Geography
Romania
Italy
Portugal
France
Denmark
Others
26
OUTLOOK
Outlook
28
APPENDIX
Q3 2015
Q3 2014
YTD Q3 2015
YTD Q3 2014
(52,743)
25,340
(10,155)
60,643
Financial expenses
67,289
4,886
180,669
4,109
1,269
2,639
5,440
2,639
10,845
(7,738)
18,958
(11,437)
2,601
1,379
7,023
1,994
39,032
24,203
111,943
25,346
150
73
441
204
1,493
EBITDA
73,080
(9,430)
42,845
14,234
0
3,028
4,637
0
328,553
236,089
322,615
2,714
658
10,545
809
6,666
11,067
(18)
4,135
205
4,135
(6,742)
16,319
(6,742)
(29,334)
36,922
(679)
33,241
(1,687)
118
12,130
277
20,446
9,039
1,587
9,039
5,485
28,509
0
41,991
0
Adjusted EBITDA
Current income tax expense
Stock-based compensation
Acquisition-related costs
Impairment
Other one-time costs
7,050
141,249
40,604
130,536
420,724
45,444
378,517
(1,269)
(2,639)
(5,440)
(2,639)
(3,337)
(2,304)
(8,403)
(4,192)
(46,100)
(30,945)
(145,966)
(32,092)
0
90,543
(14,818)
79,830
0
260,915
(120,885)
218,709
208,000,000
208,000,000
208,000,000
208,000,000
0.44
0.38
1.25
1.05
30
LTM
Operating Cash flow from continuing operations
363,964
Capex
Deferred development costs
Additions to property and equipment
Acquired intangible assets
Total CAPEX per FS
(18,565)
(10,536)
(3,111)
(32,212)
331,751
31
Interest
LIBOR +4.00% with 1.00% LIBOR floor
EURIBOR plus 4.25% with 1.00% EURIBOR floor
LIBOR +7.00% with 1.00% LIBOR floor
7.50%
USD
2,046,745
323,446
210,000
22,480
442,280
Cash
Cash - Restricted Cash - Deferred Payment
Amount
Investments
Adjusted Net Debt *
-247,495
-107,660
-330,222
2,359,574
* Adjusted Net Debt is a non-US GAAP and non-IFRS financial measure and is defined by Amaya as total financial leverage minus cash (with cash including funds in excess of working capital
requirements set aside for the contingent consideration (i.e., the deferred purchase price payment for the B2C business) plus current investments less customer deposits, each as presented in the
Amayas unaudited interim consolidated financial statements for the period ending September 30, 2015), and after giving effect to the divestitures of our B2B businesses.
Based on US Dollar to Canadian dollar exchange rate at September 30, 2015 of 1.3344985
32
Common Shares/
Common Shares
Equivalent
132,782,033
15,497,316
50,403,556
10,559,122
209,242,027
* At September 30, 2015, there were 1,139,249 convertible preferred shares outstanding, each with an initial principal price per preferred share of C$1,000 and convertible, at the holder's option, initially
into approximately 41.67 common shares of the Corporation based on the conversion price of C$24 per common share, in each case, subject to dilution adjustments and including a 6% annual accretion
to the conversion ratio, compounded semi-annually, over a 3 year period up to August 1, 2017. Calculation included herein is based on a conversion ratio of 44.20417 as of September 30, 2015.
** 3,774,707 stock options were exercisable as at September 30, 2015, with a weighted average exercise price of $9.81
33
Q3 2015 PRESENTATION
NOVEMBER 10, 2015
34