Final Results

RNS Number : 2635Q

Gaming Realms PLC

05 June 2018

 

Gaming Realms plc

("Gaming Realms" or the "Company")

Final Results for the year ended 31st December 2017

Maiden Positive EBITDA

Gaming Realms plc (GMR.L), the developer, publisher and licensor of mobile real money and social games, is pleased to announce its full year audited results for the year ended 31st December 2017.

2017 Financial Highlights:

·      Delivered a maiden full year Adjusted EBITDA of £0.8m (2016: £2m loss)

·      Real money gaming ("RMG") EBITDA increased 113% to £2.7m (2016: 1.3m)

·      Social publishing EBITDA loss reduced 97% to £0.1m (2016: £1.8m loss)

·      Total Revenue down by 7% to £31.6m (2016: £34.0m) for the year ended 31 December 2017

·      Revenue excluding disposed non-core assets down by 1%

o  RMG revenue increased by 5% to £22.7m (2016: £21.5m)

o  RMG marketing spend decreased by 17%

o  Social publishing revenue decreased by 13% to £6.9m (2016: £7.9m), with 45% reduction in marketing as well as a reduction in headcount of 19

o  Licensing revenue was £0.8m (2016: £0.8m).

2017 Operational Highlights:

·      Game library growth to 19 proprietary games on our Grizzly platform (2016: 8)

·      Total game library growth to 683 games on our Grizzly platform (2016: 458)

·      Own game content and IP generated 38% (2016: 37%) of real money gaming and social publishing revenue

·      Strategic brand partnership deployments with ITV and STORM for LoveIslandgames as well as growing previous partnerships with Fremantle and Endemol

·      Integration of real money gaming and social game development roadmap

·      Launched new content licensing business in addition to brand licensing. In 2017 the Remote Game Server was certified and deployed in New Jersey and Europe

·      Secured a 10-year services agreement and £3.5m convertible loan with Jackpotjoy Group

·      Settled $4.5m / £3.3m final tranche payment relating to the Slingo acquisition

Operational Update 2018:

·      4 new licensing agreements signed with 888 Holdings, Golden Nugget Casino, Leander Games and Gaming Innovation Group

·      Partnership launch with the Health Lottery for Real Money Gaming

·      Slingo launched on Ladbrokes Coral

Patrick Southon, CEO of Gaming Realms said:

"Achieving profitability marks a major milestone for Gaming Realms.  We have continued to deliver on our strategy of developing and distributing our unique Slingo branded range of games, both direct to customers via our in-house gaming and social platforms, and increasingly via licensing our games to third party operators."

"The focus on content licensing has shown excellent early success and will provide Gaming Realms with longer term, consistent higher margin revenues.  The recent agreements signed with major gaming and media companies illustrates the creativity of our content, and we look forward to further progress and growth in 2018."
 

Enquiries:

Gaming Realms plc	0845 123 3773
Patrick Southon, CEO Mark Segal, CFO
Peel Hunt LLP	020 7418 8900
Dan Webster George Sellar Nicole McDougall
Yellow Jersey	07747 788 221
Charles Goodwin Georgia Colkin                                    Abena Affum

About Gaming Realms

Gaming Realms creates and publishes innovative real money and social games for mobile, with operations in the UK, U.S. and Canada. Through its market leading mobile platform and unique IP and brands, Gaming Realms is bringing together media, entertainment and gaming assets in new game formats. The Gaming Realms management team includes accomplished entrepreneurs and experienced executives from a wide range of leading gaming and media companies.

 

Chairman's Statement

I am pleased to report that the Group delivered a positive Adjusted EBITDA of £0.8m for 2017 (2016: £2m loss). This was achieved in part through significant cost reductions primarily in Social Publishing, and our rationalisation in overall marketing.

The Group's strategy of disposing of non-core assets, and concentrating on delivering operating profit in its two main business units, has resulted in the Group ending 2017 in a much stronger position than the previous year.  Following this strategy, we sold our non-core affiliate business for £2.4m in March 2018.

We were able to grow Real Money Gaming revenue by 5% to £22.7m during the year (2016 £21.5m). This was achieved through operational improvements including player management, where bonus costs reduced to circa 26% of Gross Gaming Revenue (2016: 29%), and despite a 17% reduction in marketing costs.

The UK Real Money Gaming market has been challenging, with a great deal of new regulation to contend with as well as adverse changes in Point of Consumption tax. It would therefore be remiss of me not to emphasise the adverse effect that increased Government regulation has had on our UK Real Money Gaming business. Implementing changes to comply with the various laws incurs one off costs where it involves changes to our platforms and software, and recurring daily costs where it affects the operation of the sites. This has put pressure on margins throughout the last two years. On May 17th 2018, the Government announced that it proposes to reduce the permitted maximum allowed stake on Fixed Odds Terminals in betting shops to £2 from the current £100. Due to the resulting loss of tax revenue, the Government also announced that Remote Gaming Duty may be raised at the next Budget in November 2018 in order to balance the budget. This makes it likely that there will be a further rise in the rate of Point of Consumption tax.

We had a significant year in Social Publishing, with a reorganisation of the business and a substantial reduction in costs of circa £3m on an annualised basis. This was accompanied by a reduction of 45% in marketing expenditure which resulted in a reduction of 13% in revenues to £6.9m (2016 £7.9m), whilst reducing losses by 97% to £0.1m (2016 £1.8m).

We continued to execute synergies and leverage Slingo across our business. For example we took Slingo Originals games produced in our studio in London for real money, and offered these through our Slingo Arcade mobile app. These synergies helped take our Social Publishing business to profitability in H2 2017. Given these positive results, we have refocused our social growth exclusively through development of the Slingo Arcade app on which we will publish Slingo Originals content.

With the increase in our library of proprietary games, we are developing high margin revenue opportunities in game content licensing. We launched into the New Jersey, USA market in H2 2017, going live with Caesers Interactive, Resorts Digital Gaming and Rush Street Interactive. Our game licensing in New Jersey has grown in Q1 2018, with the addition of Golden Nugget and Pala Interactive. In March 2018, GGR from our games accounted for over 3% of the total New Jersey online casino market. Currently we have 9 games live in that market, with a pipeline of content to be produced for Real Money Gaming to distribute with existing and new partners during the current year.

In December 2017, the Group entered into a 10-year framework services agreement with the Jackpotjoy Group, under which we will supply various real money gaming services including the licensing of Slingo Originals content. The Company also signed a separate agreement to build Jackpothappy as a white label site on the Gaming Realms proprietary platform.

As part of the arrangements between the two companies, the Jackpotjoy Group entered into a £3.5m secured convertible loan agreement with the Company full details of which are given later in this Report and Accounts.

In summary, the Group has delivered an annual positive Adjusted EBITDA for the first time, significantly reduced run rate costs, has achieved a break-even position in Social Publishing, and is licensing games into New Jersey and Europe via its RGS. This is in addition to having a growing profitable UK based Real Money Gaming operation all leveraging our Slingo Originals games. Through focus on these tightly integrated core activities, we are now in a position to drive further profitable growth in the future.

Outlook for 2018

The Board has approved the 2018 operating plan which is to increase top line growth in UK real money gaming from our Grizzly operating platform and continue the development and licensing of mobile focused gambling games.

We plan to expand our presence in Europe and extend the recent licensing deals with 888 and Gala Bingo with deals involving other large operators. Benefits flowing from these activities should be supplemented by the benefits we hope to achieve from the 2017 investment in development and integration synergies within our social publishing business.

Capitalising on our success in New Jersey, we will licence Slingo Originals to more operators as well as licence our content in other States approving real money online gaming such as Pennsylvania. We will also pursue opportunities in Columbia and one or more provinces in Canada. On May 14th 2018, the US Supreme Court announced a decision to reverse a ban on sports betting within the USA. Whilst the expansion of sports betting on a state by state basis will no doubt be a slower process than many operators would like, the introduction of legalised betting into many states is likely to be a precursor to other forms of regulated online gaming. In the longer term, it seems likely that this decision will enable the Company to expand further into the US market, and is a cause for some additional optimism for the future.

Based on the Company's performance to date in 2018, the board believes that the results for the year ending 31 December 2018 should be in line with management's current expectations.

Michael Buckley

Chairman

 

Chief Executive's Review

Overview 

In 2017, the Group continued its strategy to focus on developing its unique proprietary content, 'Slingo Originals', and achieve a positive Adjusted EBITDA result.

Real Money Gaming delivered revenue growth in the very competitive UK market, despite the headwinds of increased regulation and Point of Consumption tax. We continued to develop and distribute market leading mobile content onto our Grizzly platform as well as to third party operators. We also streamlined our Social Publishing business, reducing losses to break even and creating further synergies with our games studio in London.

The investment in both our proprietary platform and mobile content development has led to the continued growth in a younger, more casual player set. Mobile play has increased to 84.0% (2016: 80.0%) of gross gaming revenue.  

Growth in 2017 has been supported by key media deals with ITV, including Love Island and Dancing On Ice, as well as continuing relationships with Fremantle for the X Factor and Britain's Got Talent, which have allowed us to offer a more targeted gambling offering to our key demographic. We have augmented this by the in-house creation of 11 new unique 'Slingo Original' mobile games bringing us to 19 in total, which account for over £123m (2016: £86m) in wagering on the platform or 27% of the gross gaming revenue for the year.

Gambling player deposits increased to £49.8m (2016: £49.0m). We have also managed to reduce

bonus costs to 26% (2016: 29%) of gross gaming revenue.   The cost per acquisition on the platform was £74 (2016: £86), and we gained 108,720 (2016: 116,349) new depositing players in the year. Our revenue per depositing player increased 7% to £162 (2016: £153).

Demand for our unique content has led to the development of a Remote Game Server ("RGS") which allows our 'Slingo Original' games to be licensed to third party operators as premium content. 2017 saw the launch of Slingo Originals in New Jersey and in Europe. This will form a key part of our strategy in 2018 as we look to expand the reach of our content into new international territories. In 2018 we have achieved growth to 3% of the online casino market in New Jersey as well as sign deals with several "tier one operators" in Europe. We are aiming to be live with 10 "tier one operators" by the end of the year. This will build high margin, recurring revenue in adjacent markets.

We have further integrated the social business in H2 2017 with the creation of a shared development path which now allows us to deliver content simultaneously to both real money gaming and social audiences. The first offering in this regard is Slingo Arcade which, following launch in late Q4/16 has become our highest grossing social app with very encouraging metrics. In future, emphasis will be on using this channel to monetize content developed for real money gaming similar to licensing our content to third party operators. This has resulted in a reduction in Social Publishing headcount from 53 in June 2016 to 19 in December 2017. With the reduction in costs and marketing, we have seen revenues fall 13% however this delivered a reduced full year EBITDA loss of £0.1m (2016: £1.8m)

Market overview

We are continuing to focus on the younger more casual gambling demographic. We are targeting them through mobile delivery and original game IP. This is enabling us to acquire and engage players away from the more crowded, male orientated sportsbook market. The 25 to 34 year-old group are our largest segment accounting for over 40% of all players. As a result of our content strategy, women are delivering higher lifetime values on the platform despite the fact that the active players, male to female ratio is 50:50.

Key Goals for 2018

1.   Continued profitability in Real Money Gaming and Social Publishing; following 2017 cost reductions and operational improvements

2.   Continue strategic investment in Slingo Originals content library for overall revenue growth but with greater emphasis on content licensing

3.   Increase B2B partners on Grizzly platform

4.    Increase new licensees for Slingo Original content

5.   Further expansion of strategic media partnerships across all revenue streams

Patrick Southon

Chief Executive Officer

 

Financial Review

Overview

Gaming Realms has delivered a maiden full year Adjusted EBITDA of £0.8m (2016: loss £2.0m). This was driven by revenue growth in RMG (5%) and significant cost savings across both RMG and Social Publishing.

Year-on-year revenue declined 7% to £31.6m (2016: £34.0m) due to the prior year disposal of the white label operations and agency business, which generated £1.9m of the £3.7m Affiliate marketing revenue in 2016. Like for like revenue (excluding the disposed assets) was down by 1%.

Marketing for the year, was £10.4m (2016: £14.8m) as the Group has focused on more cost-efficient marketing strategies.

Loss after tax from continuing operations reduced by £0.7m to £6.0m. Total loss after tax increased to £8.2m due to impairment of £3.1m in respect of the discontinued Affiliate marketing CGU.

2017

	Real money gaming	Affiliate marketing	Social publishing	Licensing	Other	Intra-group	Total
	£	£	£	£	£	£	2017
							£
Revenue	22,717,729	1,322,713	6,878,760	839,541	179,315	(291,506)	31,646,552
Marketing expense	(8,022,410)	(128,316)	(2,171,341)	-	(109,514)	-	(10,431,581)
Operating expense	(8,867,787)	(76,316)	(1,754,450)	(24,961)	-	291,506	(10,432,008)
Administrative expense	(3,153,222)	(226,035)	(3,010,164)	(1,036,352)	(2,720,598)	-	(10,146,371)
Share-based payments	-	-	-	-	149,810	-	149,810
Adjusted EBITDA	2,674,310	892,046	(57,195)	(221,772)	(2,650,797)	-	786,402

2016

	Real money gaming	Affiliate marketing	Social publishing	Licensing	Other	Intra-group	Total
	£	£	£	£	£	£	2016
							£
Revenue	21,543,708	3,697,951	7,884,101	786,843	45,515	-	33,958,118
Marketing expense	(9,685,716)	(1,161,390)	(3,937,053)	-	(26,756)	-	(14,810,915)
Operating expense	(7,464,252)	(264,810)	(1,608,789)	-	-	-	(9,337,851)
Administrative expense	(3,138,644)	(676,922)	(4,140,794)	(343,488)	(2,526,921)	-	(10,826,769)
Share-based payments	-	-	-	-	(993,349)	-	(993,349)
Adjusted EBITDA	1,255,096	1,594,829	(1,802,535)	443,355	(3,501,511)	-	(2,010,766)

Segmental revenue includes £291,506 (2016: NIL) of inter-segment Licensing revenue. This is shown as an Operating Expense under the Real Money Gaming segment and eliminates on consolidation.

EBITDA and Adjusted EBITDA are non-GAAP measures and exclude exceptional items, depreciation, and amortisation. Exceptional items are those items the Group considers to be non-recurring or material in nature that may distort an understanding of financial performance or impair comparability.

Real money gaming

Real money gaming on the Grizzly platform has grown 5% to £22.7m (2016: £21.5m). This reflects the continuing investment into development and targeted marketing.

Operating expenses include point of consumption tax, third party royalties and transaction costs. Operating costs have increased 15% to £8.9m (2016: £7.5m) because of the increase in revenue and size of the operation. Changes in point of consumption tax basis resulted in costs increasing to 38% (2016: 35%) as a proportion of revenue.

Adjusted EBITDA improved by 113% to £2.7m (2016: 1.3m) with cost savings of £1.7m achieved in marketing.

Affiliates

Affiliate marketing generated revenues of £1.3m (2016: £1.8m). 2016 also included £1.9m of revenue attributable to the disposed white label and agency business.

The Affiliate business was reclassified as held for sale as at 31 December 2017 with £3.1m of impairment recognised. The Group has sold the affiliate marketing business in Q1 2018 for £2.4m.

Social Publishing

We achieved profit for Social Publishing in H2 2017, delivering a reduced full year loss of £0.1m (2016: loss £1.8m) as a result of reducing marketing by 45% and administrative expenses by 28%. Despite the reduction in marketing investment, Social Publishing revenue decreased by only 13% to £6.9m (2016: £7.9m).

During the year, Gaming Realms closed its Seattle operations resulting in restructuring costs of £0.9m, which will provide annual synergies of over £3m going forward.

Licensing

Licensing revenue increased 7% to £0.8m (2016: £0.8m) despite having less brand licensing in the year due to the licensing of our proprietary games via RGS. We launched in New Jersey and Europe during 2017 from where we will see contributions in 2018 and beyond.

Cashflow, Balance Sheet and Going Concern

Net cash decreased by £1.3m in 2017 (2016: increased by £0.1m) due to continued investment in development of £3.2m. The prior year cash position was improved by the sale of the white label business for £1.2m and share issues totalling £4m.

Net assets totalled £16.2m (2016: £24.3m). The reduction year-on-year is as a result of annual amortisation of Intangible assets of £4.9m and Impairment of the Affiliate CGU of £3.1m

Following the restructure of Social Publishing, the 2018 sale of the Affiliates CGU, and the global high margin opportunities in game content licensing the Directors believe the Group is in a strong position and expects to be cash generative for 2018. As a result the Directors consider that the Group has adequate resources to continue its normal course of operations for the foreseeable future.

Dividend

During the year, Gaming Realms did not pay an interim or final dividend. The Board of Directors are not proposing a final dividend for the current year.

Corporation and deferred taxation

The Group received £389,354 (2016: £27,961) in research and development credits in the year and has recognised an unwind of deferred tax of £223,617 (2016: £248,941) which arose on business combinations.

Mark Segal

Chief Financial Officer

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2017

	2017	2016
Continuing	£	£
Revenue	30,323,839	32,188,618
Marketing expenses	(10,303,265)	(14,526,772)
Operating expenses	(10,355,692)	(9,220,384)
Administrative expenses	(10,655,593)	(10,280,232)
Share-based payments	4,810	(993,349)
Adjusted EBITDA total	786,402	(2,010,766)
Adjusted EBITDA - discontinued	(892,046)	(1,140,187)
Profit on disposal	-	318,834
Restructuring costs	(880,257)	-
EBITDA	(985,901)	(2,832,119)
Amortisation of intangible assets	(4,932,699)	(3,979,941)
Depreciation of property, plant and equipment	(173,638)	(120,789)
Finance expense	(752,600)	(1,178,154)
Finance income	239,603	3,022
Loss before tax	(6,605,235)	(8,107,981)
Tax credit	612,903	272,451
Loss for the financial year - continuing	(5,992,332)	(7,835,530)
Loss/profit for the financial year - discontinued	(2,235,335)	1,140,187
Loss for the financial year - total	(8,227,667)	(6,695,343)
Other comprehensive income
Fair value gain on available for sale assets	207,222	-
Exchange (loss)/gain arising on translation of foreign operations	(1,022,056)	1,836,352
Total other comprehensive income	(814,834)	1,836,352
Total comprehensive income	(9,042,501)	(5,999,178)
Loss attributable to:
Owners of the parent	(8,225,956)	(6,685,120)
Non-controlling interest	(1,711)	(10,223)
	(8,227,667)	(6,695,343)
Total comprehensive income attributable to:
Owners of the parent	(9,007,324)	(4,882,234)
Non-controlling interest	(35,177)	23,243
	(9,042,501)	(4,858,991)
(Loss)/gain per share	Pence	Pence
Basic and diluted - continuing	(2.15)	(2.99)
Basic and diluted - discontinued	(0.80)	0.43
Basic and diluted - total	(2.95)	(2.56)

* EBITDA and Adjusted EBITDA are non-GAAP measures and exclude exceptional items, depreciation, and amortisation. Exceptional items are those items the Group considers to be non-recurring or material in nature that may distort an understanding of financial performance or impair comparability. 

Consolidated Statement of Financial Position

As at 31 December 2017

	31 December 2017	31 December 2016
	£	£
Non-current assets
Intangible assets	20,464,170	28,661,837
Available-for-sale investment	747,222	540,000
Property, plant and equipment	263,069	373,307
Other assets	163,865	152,000
	21,638,326	29,727,144
Current assets
Trade and other receivables	3,759,434	3,347,595
Cash and cash equivalents	2,283,302	2,616,267
	6,042,736	5,963,862
Assets classified as held for sale	2,292,881	-
Total assets	29,973,943	35,691,006
Current liabilities
Trade and other payables	9,269,732	7,058,781
Deferred consideration	-	3,135,356
	9,269,732	10,194,137
Non-current liabilities
Deferred tax liability	881,512	1,202,889
Other Creditors	2,843,529	-
Derivative liabilities	600,000	-
	4,325,041	1,202,889
Total liabilities	13,594,773	11,397,026
Net assets	16,379,170	24,293,980
Equity
Share capital	28,442,874	27,413,329
Share premium	87,198,410	87,095,455
Merger reserve	(67,673,657)	(67,673,657)
Available for sale reserve	207,222	-
Foreign exchange reserve	1,419,842	2,408,432
Shares to be issued	145,000	-
Retained earnings	(33,530,345)	(25,154,580)
Total equity attributable to owners of the parent	16,209,346	24,088,979
Non-controlling interest	169,824	205,001
Total equity	16,379,170	24,293,980

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2017

	2017	2016
	£	£
Cash flows from operating activities
Loss for the period	(8,227,667)	(6,695,343)
Adjustments for:
Depreciation of property, plant and equipment	173,638	120,789
Amortisation of intangible fixed assets	4,932,699	3,979,941
Impairment	3,127,381	-
Finance income	(239,603)	(3,022)
Finance expense	312,904	36,850
Movement in deferred consideration	479,987	1,141,304
Unwind of deferred tax recognised on business acquisitions	(223,617)	(248,941)
Unrealised currency translation gains	(57,957)	(191,548)
Loss on disposal of property, plant and equipment	11,670	6,531
Profit on disposal of assets	-	(318,834)
Share-based payments (release)/expense	(4,810)	993,349
(Increase)/decrease in trade and other receivables	(411,839)	643,961
Increase in trade and other payables	1,166,029	2,759,244
Net cash flows from operating activities	1,038,815	2,224,281
Investing activities
Acquisition of subsidiary, net of cash acquired	-	18,759
Purchases of property, plant and equipment	(91,447)	(289,256)
Purchase of intangibles	(3,197,971)	(3,969,611)
Proceeds from disposal of property, plant and equipment	382	-
Proceeds from disposal of assets	-	1,200,000
Interest received	1,294	3,022
Net cash used in investing activities	(3,287,742)	(3,037,086)
Financing activities
Proceeds of Ordinary Share issue	1,132,499	4,025,000
Issuance cost of shares	-	(45,000)
Payment of deferred consideration	-	(3,071,447)
Proceeds from issue of convertible debt	122,966	-
Cost relating to issue of convertible debt	(96,763)	-
Interest paid	(173,192)	(36,850)
Net cash from financing activities	985,510	871,703
Net (decrease)/increase in cash and cash equivalents	(1,263,417)	58,898
Cash and cash equivalents at beginning of period	2,597,465	2,516,820
Exchange (gain)/losses on cash and cash equivalents	(14,950)	21,747
Cash and cash equivalents at end of period	1,319,098	2,597,465

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2017

	Share capital	Share premium	Merger reserve	Available for sale reserve	Foreign Exchange Reserve	Shares to be issued	Retained earnings	Total to equity holders of parents	Non-controlling interest	Total equity
	£	£	£	£	£	£	£	£	£	£
1 January 2016	24,920,829	85,127,955	(68,393,657)	-	605,546	-	(19,462,809)	22,797,864	-	22,797,864
Loss for the year	-	-	-	-	-	-	(6,685,120)	(6,685,120)	(10,223)	(6,695,343)
Other comprehensive income	-	-	-	-	1,802,886	-	-	1,802,886	33,466	1,836,352
Total comprehensive income for the year	-	-	-	-	1,802,886	-	(6,685,120)	(4,882,234)	23,243	(4,858,991)
Contributions by and distributions to owners
Shares issued as part of the consideration in a business combination	480,000	-	720,000	-	-	-	-	1,200,000	-	1,200,000
Shares issued as part of the capital raising	2,012,500	2,012,500	-	-	-	-	-	4,025,000	-	4,025,000
Cost of issue of Ordinary Share capital	-	(45,000)	-	-	-	-	-	(45,000)	-	(45,000)
Share-based payment on share options	-	-	-	-	-	-	993,349	993,349	-	993,349
Non-controlling interests on acquisition of subsidiary	-	-	-	-	-	-	-	-	181,758	181,758
31 December 2016	27,413,329	87,095,455	(67,673,657)	-	2,408,432	-	(25,154,580)	24,088,979	205,001	24,293,980
Loss for the year	-	-	-	-	-	-	(8,225,956)	(8,225,956)	(1,711)	(8,227,667)
Other comprehensive income	-	-	-	207,222	(988,590)	-	-	(781,368)	(33,466)	(814,834)
Total comprehensive income/(loss) for the year	-	-	-	207,222	(988,590)	-	(8,225,956)	(9,007,324)	(35,177)	(9,042,501)
Contributions by and distributions to owners
Shares issued as part of the capital raising	1,029,545	102,955	-	-	-	-	-	1,132,500	-	1,132,500
Share-based payment to Director	-	-	-	-	-	145,000	-	145,000	-	145,000
Share-based payment on share options	-	-	-	-	-	-	(149,810)	(149,810)	-	(149,810)
31 December 2017	28,442,874	87,198,410	(67,673,657)	207,222	1,419,842	145,000	(33,530,345)	16,209,346	169,824	16,379,170

 

Notes to the Preliminary Results

For the year ended 31 December 2017

1.   Accounting policies

General information

Gaming Realms Plc (the "Company") and its subsidiaries (together the "Group").

The Company is admitted to trading on AIM of the London Stock Exchange. It is incorporated and domiciled in the UK. The address of its registered office is One Valentine Place, London, SE1 8QH.

Basis of preparation

The consolidated financial statements are presented in sterling.

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) as adopted by the EU and on a basis consistent with those policies set out in our audited financial statements for the year ended 31 December 2016. 

The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 December 2016 or 31 December 2017.

Statutory accounts for the year ended 31 December 2016 have been filed with the Registrar of Companies and those for the year ended 31 December 2017 will be delivered to the Registrar in due course; both have been reported on by independent auditors. The independent auditors' reports on the Annual Report and Accounts for the year ended 31 December 2016 and 31 December 2017 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The preparation of financial statements in compliance with adopted IFRSs requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

Basis of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 31 December 2017 and the results of all subsidiaries for the year then ended.

Where the Company has control over an entity, it is classified as a subsidiary. The Company controls an entity if all three of the following elements are present: power over the entity, exposure to variable returns from the entity, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

Going concern

The Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements.

 

2.   Adjusted EBITDA           

Adjusted EBITDA is stated before exceptional items as follows:

	2017	2016
	£	£
Adjusted EBITDA - Total	786,402	(2,010,766)
Profit on disposal	-	318,834
Adjusted EBITDA - discontinued	(892,046)	(1,140,187)
Restructuring costs	(880,257)	-
EBITDA	(985,901)	(2,832,119)

Discontinued

The Affiliate marketing CGU has been reclassified as held for sale as management were actively seeking a sale of this business as at 31 December 2017. The sale concluded in March 2018.

Restructuring costs

During 2017 the Group closed the Seattle office. Restructuring costs relate to the closure costs associated with this including employee severance payments.

3.   Segment information

The Board is the Group's chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the Board for the purposes of allocating resources and assessing performance.

The Group has four reportable segments. The social publishing segment provides freemium games to the US and Europe. Licensing segment includes IP brand and content licensing to partners in the US and Europe. The real money gaming division operates our brands direct to the end user. In 2016 the Group disposed of its white label and agency business which formed part of the RMG segment. It has been separated in the revenue by product table below for information. The Affiliate marketing segment provides digital marketing and referrals for group and third-party brands and has been classed as held for sale during the year (see note 8).

Revenue by product:

	2017	2016
	£	£
Real money gaming	22,717,729	21,543,708
Disposed white label and agency business	-	1,928,451
Social publishing	6,878,760	7,884,101
Licensing	839,541	786,843
Other	179,315	45,515
Total - continuing	30,615,345	32,188,618
Affiliate marketing - discontinued	1,322,713	1,769,500
Total	31,938,058	33,958,118

Segmental revenue includes £291,506 (2016: NIL) of inter-segment Licensing revenue. This is shown as an Operating Expense under the Real Money Gaming segment and eliminates on consolidation.

There were no customers who generated more than 10% of total revenue.

 

Geographical information

The Group considers that its primary geographic regions are the UK, including Channel Islands, US and the Rest of World. No revenue was derived from real money gaming in the US. Revenues from customers outside the UK (including Channel Islands) and US are not considered sufficiently significant to warrant separate reporting. All non-current assets are based in the UK.

	External revenue by location of customers	External revenue by location of customers
	2017	2016
	£	£
UK, including Channel Islands	23,751,919	23,925,469
US	6,780,327	6,754,016
Rest of the World	1,114,306	3,278,633
	31,646,552	33,958,118

Segmental reporting for the year is as below:

	Real money gaming	Affiliate marketing	Social publishing	Licensing	Other	Intra-group	Total
	£	£	£	£	£	£	2017
							£
Revenue	22,717,729	1,322,713	6,878,760	839,541	179,315	(291,506)	31,646,552
Marketing expense	(8,022,410)	(128,316)	(2,171,341)	-	(109,514)	-	(10,431,581)
Operating expense	(8,867,787)	(76,316)	(1,754,450)	(24,961)	-	291,506	(10,432,008)
Administrative expense	(3,153,222)	(226,035)	(3,010,164)	(1,036,352)	(2,720,598)	-	(10,146,371)
Share-based payments	-	-	-	-	149,810	-	149,810
Adjusted EBITDA	2,674,310	892,046	(57,195)	(221,772)	(2,650,797)	-	786,402
Restructuring costs							(735,257)
Restructuring costs - share-based payment							(145,000)
Adjusted EBITDA - discontinued							(892,046)
EBITDA							(985,901)
Amortisation of Intangible assets							(4,932,699)
Depreciation of property, plant and equipment							(173,638)
Finance expense							(752,600)
Finance income							239,603
Loss before tax							(6,605,235)

The affiliate marketing segment has been treated as a discontinued operation in the income statement for the year ended 31 December 2017 and 31 December 2016. Prior year affiliate marketing segment included white label and agency revenue of £1,928,451 and EBITDA of £454,642. Affiliate revenue of £1,769,500 and EBITDA of £1,140,187 has therefore been shown as discontinued for 2016. See note 8.
 

	Real money gaming	Affiliate marketing	Social publishing	Licensing	Other	Intra-group	Total
	£	£	£	£	£	£	2016
							£
Revenue	21,543,708	3,697,951	7,884,101	786,843	45,515	-	33,958,118
Marketing expense	(9,685,716)	(1,161,390)	(3,937,053)	-	(26,756)	-	(14,810,915)
Operating expense	(7,464,252)	(264,810)	(1,608,789)	-	-	-	(9,337,851)
Administrative expense	(3,138,644)	(676,922)	(4,140,794)	(343,488)	(2,526,921)	-	(10,826,769)
Share-based payments	-	-	-	-	(993,349)	-	(993,349)
Adjusted EBITDA	1,255,096	1,594,829	(1,802,535)	443,355	(3,501,511)	-	(2,010,766)
Profit on disposal							318,834
Adjusted EBITDA - discontinued							(1,140,187)
EBITDA							(2,832,119)
Amortisation of Intangible assets							(3,979,941)
Depreciation of property, plant and equipment							(120,789)
Finance expense							(1,178,154)
Finance income							3,022
Loss before tax							(8,107,981)

Other segment noted above includes unallocated head office activities. Management do not report segmental assets and liabilities internally and as such an analysis is not reported.

4.   finance income and expense

	2017	2016
	£	£
Finance income
Interest received	1,294	3,022
Foreign exchange movement on deferred consideration	238,309	-
Total finance income	239,604	3,022
Finance expense
Bank interest expense paid	272,613	36,850
Deferred consideration movement	479,987	292,212
Foreign exchange movement on deferred consideration	-	849,092
Total finance expense	752,600	1,178,154

The deferred consideration in relation to the acquisition from RealNetworks, Inc. is denominated in USD and was settled on 15^th December 2017. The retranslation of this balance resulted in a £238,309 gain in the current year (2016: £849,092 loss).

 

5.   tax credit

	2017	2016
	£	£
Tax credit
Current tax
Adjustment for over provision in prior periods	(67)	(4,451)
Current tax credit for the period	389,354	27,961
Total current tax	389,287	23,510
Deferred tax expense
Origination and reversal of temporary differences	223,617	-
Total deferred tax	223,617	-
Total tax credit	612,903	23,510

The reasons for the difference between the actual tax credit for the period and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

	2017	2016
	£	£
Loss for the period	(8,840,570)	(6,967,794)
Expected tax at effective rate of corporation tax in the UK of 19.3% (2016: 20%)	(1,701,507)	(1,393,559)
Expenses not deductible for tax purposes	7,840	224,896
Effects of overseas taxation	179,516	(224,795)
Adjustment for over provision in prior periods	67	4,451
Research and Development tax credit	(389,354)	(27,961)
Tax losses for which no deferred tax assets have been recognised	1,290,535	1,144,517
Total tax credit	(612,903)	(272,451)

6.   Loss per share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of shares in issue during the year. For fully diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of dilutive potential ordinary shares. The Group's potentially dilutive securities consist of share options, performance shares and a convertible bond. As the Group is loss-making, none of the potentially dilutive securities are currently dilutive.

	2017	2016
	£	£
Loss after tax - continuing	(5,992,332)	(7,835,530)
(Loss)/profit after tax - discontinued	(2,235,335)	1,140,187
Loss after tax - total	(8,227,667)	(6,695,343)
	Number	Number
Weighted average number of ordinary shares used in calculating basic loss per share	278,166,853	262,432,743
Weighted average number of ordinary shares used in calculating dilutive loss per share	278,166,853	262,432,743
	Pence	Pence
Basic and diluted loss per share - continuing	(2.15)	(2.99)
Basic and diluted loss/(profit) per share - discontinued	(0.80)	0.43
Basic and diluted loss per share - total	(2.95)	(2.56)

7.   Intangible assets

	Goodwill	Customer database	Software	Development costs	Domain names	Intellectual Property	Total
	£	£	£	£	£	£	£
Cost
Balance at 1 January 2016	18,092,116	4,543,648	1,091,241	2,888,724	363,401	5,354,379	32,333,509
Acquired through business combination	75,413	-	217,216	-	-	-	292,629
Additions	-	-	-	3,969,611	-	-	3,969,611
Disposals	(2,513,765)	(698,446)	-	-	-	-	(3,212,211)
FX Movement	892,100	266,769	230,043	-	66,217	1,047,051	2,502,180
At 31 December 2016	16,545,864	4,111,971	1,538,500	6,858,335	429,618	6,401,430	35,885,718
Additions	-	-	-	3,197,971	-	-	3,197,971
Disposals	-	-	-	-	-	-	-
Reclassified as held for sale	(5,420,262)	(2,343,632)	-	-	-	-	(7,763,894)
FX Movement	(480,045)	(141,830)	(134,559)	(9,198)	(35,287)	(558,338)	(1,359,257)
At 31 December 2017	10,645,557	1,626,509	1,403,941	10,047,108	394,331	5,843,092	29,960,538
Amortisation							-
Balance at 1 January 2016	-	2,055,945	135,717	919,856	45,581	248,609	3,405,708
Amortisation charge	-	1,156,153	440,219	1,517,989	132,965	732,615	3,979,941
Disposals	-	(452,365)	-	-	-	-	(452,365)
FX Movement	-	81,939	67,052	260	20,386	120,960	290,597
At 31 December 2016	-	2,841,672	642,988	2,438,105	198,932	1,102,184	7,223,881
Amortisation charge	-	916,459	490,691	2,627,075	135,287	763,187	4,932,699
Disposed	-	-	-	-	-	-	-
Reclassified as held for sale	-	(2,343,632)	-	-	-	-	(2,343,632)
FX Movement	-	(86,841)	(76,019)	(3,918)	(21,606)	(128,196)	(316,580)
At 31 December 2017	-	1,327,658	1,057,660	5,061,262	312,613	1,737,175	9,496,368
Net book value							-
At 1 January 2016	18,092,116	2,487,703	955,524	1,968,868	317,820	5,105,770	28,927,801
At 31 December 2016	16,545,864	1,270,299	895,512	4,420,230	230,686	5,299,246	28,661,837
At 31 December 2017	10,645,557	298,851	346,281	4,985,846	81,718	4,105,917	20,464,170

 

8.   assets and liabilities classfified as held for sale

During H2 2017 the Board concluded to pursue the sale of the affiliate marketing business. Advisors were appointed and offers invited, which were actively being discussed during late 2017. The group has therefore reclassified this business as held for sale as at 31 December 2017.

As a result, an impairment of £3.1m has been recognised based on the recoverable amount of goodwill attributable to this segment. Recoverable amount has been calculated as fair value less the costs of disposal. Fair value is measured at £2.4m based on active offers received during late 2017. The impairment has been included in discontinued operations as below.

In March 2018 the Group sold its Affiliate business, for total consideration of £2.4 million to First Leads Ltd. First Leads has paid £2.0m on closing, and a further £0.4m will be payable on 31 December 2018, based on the achievement of performance targets.

	2017
	£
Net carrying amount of disposal group	5,420,262
Impairment of held for sale goodwill	(3,127,381)
	2,292,881

Discontinued operations:

		2017	2016
		£	£
Revenue		1,322,713	1,769,500
Marketing expenses		(128,316)	(284,143)
Operating expenses		(76,316)	(117,467)
Administrative expenses		(226,035)	(227,703)
EBITDA		892,046	1,140,187
Impairment of held for sale assets		(3,127,381)	-
Loss for the financial year - discontinued		(2,235,335)	1,140,187

 Cash flow from discontinued operations:

	2017	2016
	£	£
Cash flows from operating activities
Profit/(Loss) for the period	(2,235,335)	1,140,187
Adjustments for:
Impairment	3,127,381	-
Net cash flows from operating activities	892,046	1,140,187

The Affiliate marketing segment did not have any material financing or investing cash flows in the current or prior year.

 

9.   Arrangement with JackpotJoy group

In December 2017 the group entered into a £3.5m secured convertible loan agreement with Jackpotjoy plc and group companies (together "Jackpotjoy Group") alongside a 10-year framework services agreement for the supply of various real money services.

Under the framework services agreement the first £3.5m of services are provided free-of-charge within the first 5 years. This will be recognised as revenue as it is utilised.

The convertible loan has a duration of 5 years and carries interest at 3-month LIBOR plus 5.5%. It is secured over the Group's Slingo assets and business. At any time after the first year, Jackpotjoy Group may elect to convert all or part of the principal amount into ordinary shares of Gaming Realms Plc at a discount of 20% to the share price prevailing at the time of conversion. To the extent that the price per share at conversion is lower than 10p (nominal value), then the shares can be converted at nominal value and the difference paid in cash. Under this arrangement, the maximum dilution to Gaming Realms shareholders will be approximately 12%, assuming the convertible loan is converted in full.

The number of shares is variable. The option therefore violates the fixed-for-fixed criteria for equity classification and as a result is classified as a liability.  The fair value of the conversion feature is determined at each reporting date with changes recognised in profit or loss. The fair value as at 31 December 2017 was £0.6m based on a probability assessment of conversion and future share price. This is a level 2 valuation as defined by IFRS 13.

The remaining £2.9m of proceeds plus an estimate for free-of-charge services is accounted for as an interest-bearing loan. The interest rate used to discount the loan was calculated as 30.8%.

	Other Creditors	Derivative Liability	Total
	£	£	£
At 1 January 2017	-	-	-
Proceeds from issue of convertible debt	2,900,000	600,000	3,500,000
Cost relating to issue of convertible debt	(96,763)	-	(96,763)
Effective interest (30.8%)	40,232	-	40,232
At 31 December 2017	2,843,469	600,000	3,443,469

The proceeds are first allocated to the fair value of the derivative liability. The key assumptions used to estimate the derivative liability are as follows:

·      Future share price

·      Probability assessment of expected conversion

·      Timing and proportion converted to shares by JackpotJoy Group

The proceeds are then allocated between the use of the free services and the interest-bearing loan. The key assumptions used to estimate this split are:

·      Timing and amount of usage of the free services

·      Future 3-month LIBOR rates

Key sensitivities in the calculation of the above values include:

·      For every £0.5m reduction in the estimate of free services, there will be an equal reduction in the interest expense over the term

·      Each 1% increase in 3-month LIBOR would result in an additional £35k interest payable per annum, or £140k in total assuming no capital is repaid or converted to shares

·      If the share price does not exceed 12p there will be no value in the conversion element meaning the carrying value of the loan will increase by £0.6m and interest expense will decrease by £0.6m

 

10.  Share capital

Ordinary shares

	2017	2017	2016	2016
	Number	£	Number	£
Ordinary shares of	284,428,747	28,442,874	274,133,292	27,413,329
10 pence each

On 11 August 2017 10,295,455 shares were issued at £0.11 per share for a total consideration of £1,132,500.

On 2 March 2016, 7,625,000 shares were issued at £0.20 per share for a total consideration of £1,525,000.

On 9 June 2016, 4,800,000 shares were issued at £0.25 per share to the previous shareholders of Blueburra Holdings Limited to satisfy the final £1,200,000 share element of vendor consideration.

On 2 September 2016, 12,500,000 shares were issued at £0.20 per share for a total consideration of £2,500,000.

11.  Post balance sheet events

After the balance sheet date the Group renewed and increased its overdraft facility with Barclays to £2m, available for two years with a reducing facility.

In March 2018 the Group sold its Affiliate CGU for total consideration of £2.4 million to First Leads Ltd. First Leads has paid £2.0m on closing, and a further £0.4m will be payable on 31 December 2018, based on the achievement of performance targets.

 

END

 

 

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