Gaming Realms plc
(the "Company" or the "Group")
Interim results for the six months ended 30 June 2017
Group on track to deliver positive Adjusted EBITDA in full year
Adjusted EBITDA loss reduced significantly in H1
Gaming Realms plc, which creates, publishes and licenses next generation mobile games, today announces its interim results for the six months ended 30 June 2017.
Financial highlights:
|
H1 2017 £'000s |
H1 2016 £'000s |
Movement % |
|
|
|
|
Revenue** (excluding disposals) |
15,692 |
14,923 |
5 |
Marketing expense |
(6,475) |
(9,524) |
(32) |
Adjusted EBITDA loss |
(894) |
(3,078) |
(71) |
EPS from continuing operations (pence) |
(1.37) |
(2.22) |
(38) |
Loss before tax from continuing operations |
(4,062) |
(5,808) |
(30) |
|
|
|
|
· Like-for-like** revenue growth of 5% to £15.7m (H1/16: £14.9m) driven by the continued success from the Company's proprietary mobile platform ("Grizzly") and our own unique Slingo IP driven games, plus steady growth in social publishing, which contributed £4.0m (H1/16: £3.4m) of social gaming revenues in H1/17
· Adjusted EBITDA loss reduced by 71% to £0.9m (H1/16: £3.1m), with Loss before Tax on continuing operations reducing by 30% to £4.1m (H1/17: £5.8m)
· Continued execution in cost reductions, in particular marketing optimization on real money gaming, was 26% lower at £4.8m (H116: £6.5m), whilst revenues grew 5% to £10.7m (H1/16: £10.2m) and head count reduction of 28 staff through synergies in our social publishing for annualized costs saving of approximately £2.0m, reflecting both improved operational and marketing efficiency
Operational highlights:
· Launch of 'white label' real money gaming sites, dealornodealcasino.com (March 2017) and loveislandgames.com (June 2017) in partnership with Endemol and ITV respectively
· Continued investment in product development, in line with the Group's strategy of highly focused investment in our games (with three games launched in the period), platform and player acquisition
· Signed four licensing partnerships for distribution of our games on our Remote Game Server ("RGS") with Caesar's Interactive, Rush Street Interactive, Resorts Digital Gaming and Pala Interactive
Post-period end:
· The Group has gone live in New Jersey with Resorts Digital Gaming and Rush Street Interactive
· Remote game server to be launched with Pala Interactive, Caesars Interactive, Betfair and Bwin in New Jersey and Betvictor in Europe in H2 2017
· Newly developed technical solutions for tighter monitoring of bonus abuse will improve average lifetime values on real money gaming
· £1.1m raised from existing shareholders and management at 11p per share
· The Company has appointed an adviser who is in discussions with a number of lenders to finance the repayment of the deferred consideration to Real Networks in December 2017
Outlook for 2017:
· The Group is expected to be EBITDA positive for 2017 as a whole and significantly EBITDA positive in H2 2017
· Real money gaming average daily revenue up 11% so far in Q3 2017 compared to same period in 2016
· Social publishing is now EBITDA positive
Following significant cost optimization and continued growth in real money gaming while bringing the social publishing to profitability, the Group has successfully executed its strategic deliverables within its control for H1/17. Delays in 3rd party integrations of our RGS to other operators, particularly New Jersey and the UK in H1, will result in a reduction in our anticipated licensing revenue for the year. This, coupled with the earlier than previously forecast timing of the new Point of Consumption tax in H2/17, is likely to impact EBITDA for 2017. However, the Board remains confident that profitable growth will continue and these are simply short term timing issues.
Patrick Southon, Chief Executive, said:
"The Group has made significant progress towards profitability in the first half of 2017, with H1 losses reduced, the Board anticipates that the Group will be EBITDA positive for the year as a whole.
Our strategy of focusing our resources and capital on real money gaming, whilst continuing to deliver content to other operators, is driving revenue growth. Additionally, our focus on synergies, cost management and reduction is driving improved profitability.
The Group has been successful in agreeing new B2B content licences for the Slingo Originals portfolio of games and has launched new real money gaming sites dealornodealcasino.com and loveislandgames.com in partnership with Endemol and ITV respectively.
Further progress is expected in the second half of 2017 across the business with the RGS partnerships with Resorts Digital Gaming and Rush Street Interactive becoming fully operational, the first European partnership with BetVictor recently launched and our game portfolio expanded."
- Ends -
For more information contact
Gaming Realms plc Patrick Southon, CEO Mark Segal, FD
|
0845 123 3773 |
Peel Hunt LLP, Nomad and Broker Dan Webster, George Sellar
|
020 7418 8900
|
Instinctif Matthew Smallwood |
020 7457 2020 |
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.
Business review
Overview
The Board is pleased to report that the Group has made further progress during the first half of the year during which it delivered revenues of £15.7m (H1/16: £16.6m,) and a reduction of £2.2m in Adjusted EBITDA loss to £0.9m (H1/16: £3.1m). The reduction in Adjusted EBITDA loss was primarily due to the Group's cost synergy execution and focused marketing strategy in the period, which included a reduction in marketing spend of £3.0m to £6.5m (H1/16: £9.5m).
Real money gaming
Our proprietary platform continues to be the focus of the Group's strategy with revenue growth of 5% to £10.7m (H1/16: £10.2m) despite the reduction in marketing spend and transactional costs (together representing 65% (H1/16: 86%) of revenue). The Group continues to invest heavily in platform and game development and player acquisition and engagement.
During the period, the Group have developed and launched three proprietary games on the Grizzly platform taking the Slingo Originals' portfolio of proprietary games to eleven from eight at 31 December 2016. Overall, the Group's own proprietary games have contributed 36% (H1/16: 21%) of gross gaming revenue.
Mobile content and delivery continues to drive game play on mobile devices with 87% (H1/16: 84%) of funded players using mobile devices.
Social publishing
The social publishing segment has shown improved performance with revenue up 16% to £4.0m (H1/16: £3.4m). This was led by the growth on Slingo Arcade which launched in December 2016. The Group focused marketing spend on its key apps which has also led to improved returns on investment with marketing spend as a percentage of revenue reducing to 42% from 57% in H1/16.
The Group continues to review its allocation of resources and investment. It has seen significant benefits from the integration of the social business in the period which resulted in its first EBITDA positive month in June 2017.
Licensing
During the period, the Group entered into four new licensing deals with Resorts Digital Gaming, Rush Street Interactive, Pala Interactive and Caesars Interactive. The licensing deals will allow us to expand our presence in New Jersey, where the Group will distribute its Slingo Originals proprietary games through the Group's RGS.
* EBITDA and adjusted EBITDA are non-GAAP measures. Adjusted EBITDA excludes acquisition, restructuring and other expenses, net foreign exchange gains and losses and share based payment charges.
** excludes disposed activities in the comparative period.
for the 6 months ended 30 June 2017
|
Note |
6 months ended 30 Jun 17 |
|
6 months ended 30 Jun 16 |
|
12 months ended 31 Dec 16 |
|
|
£ |
|
£ |
|
£ |
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
|
Revenue |
2 |
15,692,422 |
|
16,631,937 |
|
33,958,118 |
|
|
|
|
|
|
|
Marketing expenses |
|
(6,475,090) |
|
(9,524,423) |
|
(14,810,915) |
Operating expenses |
|
(4,796,526) |
|
(4,292,551) |
|
(9,337,851) |
Administrative expenses |
|
(5,314,672) |
|
(5,892,476) |
|
(11,100,464) |
|
|
|
|
|
|
|
Adjusted EBITDA* |
(893,866) |
|
(3,077,513) |
|
(1,291,112) |
|
Profit on disposal of digital marketing agency and third-party platform driven website properties |
|
- |
|
269,226 |
|
318,834 |
Restructuring costs |
|
(60,689) |
|
- |
|
- |
Share-based payments |
|
(373,049) |
|
(491,172) |
|
(993,349) |
Net foreign exchange (loss)/gain |
|
(207,626) |
|
78,749 |
|
273,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA* |
|
(1,535,230) |
|
(3,220,710) |
|
(1,691,932) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible assets |
6 |
(2,487,333) |
|
(1,772,822) |
|
(3,979,941) |
Depreciation of property, plant and equipment |
|
(84,122) |
|
(44,489) |
|
(120,789) |
Finance expense |
(125,993) |
|
(773,044) |
|
(1,178,154) |
|
Finance income |
170,824 |
|
2,954 |
|
3,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax on continuing operations |
|
(4,061,854) |
|
(5,808,111) |
|
(6,967,794) |
|
|
|
|
|
|
|
Tax credit |
4 |
305,405 |
|
146,456 |
|
272,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial period attributable to owners of the parent |
|
(3,756,449) |
|
(5,661,655) |
|
(6,695,343) |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
Exchange (loss)/gain arising on translation of foreign operations |
|
(456,058) |
|
1,076,941 |
|
1,836,352 |
Total other comprehensive (loss)/income |
|
(456,058) |
|
1,076,941 |
|
1,836,352 |
|
|
|
|
|
|
|
Total comprehensive loss |
|
(4,212,507)
|
|
(4,584,714)
|
|
(4,858,991)
|
Loss attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(3,738,614) |
|
(5,661,655) |
|
(6,685,120) |
Non-controlling interest |
|
(17,835) |
|
- |
|
(10,223) |
|
|
(3,756,449) |
|
(5,661,655) |
|
(6,695,343) |
|
|
|
|
|
|
|
Total comprehensive (loss)/income attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(4,167,966) |
|
(4,584,714) |
|
(4,882,234) |
Non-controlling interest |
|
(44,541) |
|
- |
|
23,243 |
|
|
(4,212,507) |
|
(4,584,714) |
|
(4,858,991) |
Loss per share |
|
|
|
|
|
|
Basic and diluted (pence) |
5 |
(1.37) |
|
(2.22) |
|
(2.55) |
|
|
|
|
|
|
|
* EBITDA and adjusted EBITDA are non-GAAP measures. Adjusted EBITDA excludes acquisition, restructuring and other expenses, net foreign exchange gains and losses and share based payment charges.
as at 30 June 2017
|
Note |
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
|
£ |
|
£ |
|
£ |
Assets |
|
Unaudited |
|
Unaudited |
|
Audited |
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
|
337,154 |
|
208,144 |
|
373,307 |
Goodwill |
6 |
16,251,518 |
|
16,074,077 |
|
16,545,864 |
Intangible assets |
6 |
11,001,921 |
|
11,456,659 |
|
12,115,973 |
Available-for-sale investment |
7 |
540,000 |
|
540,000 |
|
540,000 |
Other assets |
8 |
164,303 |
|
152,000 |
|
152,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,294,896 |
|
28,430,880 |
|
29,727,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
3,376,555 |
|
5,176,983 |
|
3,347,595 |
|
Cash and cash equivalents |
10 |
1,103,373 |
|
2,999,358 |
|
2,616,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,479,928 |
|
8,176,341 |
|
5,963,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
32,774,824 |
|
36,607,221 |
|
35,691,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
11 |
8,433,493 |
|
8,119,071 |
|
7,058,781 |
Deferred consideration |
|
3,051,557 |
|
2,992,028 |
|
3,135,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,485,050 |
|
11,111,099 |
|
10,194,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Deferred tax liability |
4 |
835,252 |
|
1,240,228 |
|
1,202,889 |
Deferred consideration |
|
- |
|
2,826,572 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
835,252 |
|
4,066,800 |
|
1,202,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
12,320,302 |
|
15,177,899 |
|
11,397,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
20,454,522 |
|
21,429,322 |
|
24,293,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
12 |
27,413,329 |
|
26,163,329 |
|
27,413,329 |
Share premium reserve |
|
87,095,455 |
|
85,890,455 |
|
87,095,455 |
Merger reserve |
|
(67,673,657) |
|
(67,673,657) |
|
(67,673,657) |
Foreign exchange reserve |
|
1,979,080 |
|
1,682,487 |
|
2,408,432 |
Retained earnings |
|
(28,520,145) |
|
(24,633,292) |
|
(25,154,580) |
|
|
|
|
|
|
|
Total equity attributable to owners of the parent |
|
20,294,062 |
|
21,429,322 |
|
24,088,979 |
Non-controlling interest |
|
160,460 |
|
- |
|
205,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
20,454,522 |
|
21,429,322 |
|
24,293,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of cash flows
for the 6 months ended 30 June 2017
|
Note |
6 months ended 30 Jun 17 |
|
6 months ended 30 Jun 16 |
|
12 months ended 31 Dec 16 |
|
|
£ |
|
£ |
|
£ |
|
|
Unaudited |
|
Unaudited |
|
Audited |
Cash flows from operating activities |
|
|
|
|
|
|
Loss for the period |
|
(3,756,449) |
|
(5,661,655) |
|
(6,695,343) |
Adjustments for: |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
84,122 |
|
44,489 |
|
120,789 |
|
Amortisation of intangible fixed assets |
6 |
2,487,333 |
|
1,772,822 |
|
3,979,941 |
Finance income |
(1,513) |
|
(2,954) |
|
(3,022) |
|
Finance expense |
40,482 |
|
19,943 |
|
36,850 |
|
Movement in deferred and contingent consideration |
3 |
(83,800) |
|
753,101 |
|
1,141,304 |
Unrealised currency translation loss/(gain) |
|
126,441 |
|
(69,290) |
|
(191,548) |
Income tax credit |
4 |
(305,223) |
|
(118,595) |
|
(248,941) |
Loss on disposal of property, plant and equipment |
|
115 |
|
4,763 |
|
6,531 |
Profit on disposal of digital marketing agency and third-party platform driven website properties |
|
- |
|
(269,226) |
|
(318,834) |
Share-based payment expense |
|
373,049 |
|
491,172 |
|
993,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(60,960) |
|
(1,173,661) |
|
643,961 |
Increase in trade and other payables |
|
1,374,712 |
|
3,899,165 |
|
2,759,244 |
Increase in other assets |
|
19,697 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
298,006 |
|
(309,926) |
|
2,224,281 |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Acquisition of subsidiary, net of cash acquired |
|
- |
|
- |
|
18,759 |
Purchases of property, plant and equipment |
|
(49,971) |
|
(61,545) |
|
(289,256) |
Purchase of intangible assets |
(1,739,245) |
|
(1,878,994) |
|
(3,969,611) |
|
Proceeds from disposal of third-party platform driven website properties |
|
- |
|
1,200,000 |
|
1,200,000 |
Interest received |
|
1,513 |
|
2,954 |
|
3,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
(1,787,703) |
|
(737,585) |
|
(3,037,086) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Proceeds of Ordinary Share issue |
12 |
- |
|
1,525,000 |
|
4,025,000 |
Issuance cost of shares |
|
- |
|
- |
|
(45,000) |
Payment of contingent consideration |
|
- |
|
- |
|
(3,071,447) |
Interest paid |
|
(40,482) |
|
(19,943) |
|
(36,850) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
(40,482) |
|
1,505,057 |
|
871,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(1,530,179) |
|
457,546 |
|
58,898 |
Cash and cash equivalents at beginning of period |
|
2,597,465 |
|
2,516,820 |
|
2,516,820 |
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of period |
10 |
17,385
1,084,671 |
|
5,424
2,979,790 |
|
21,747
2,597,465 |
|
|
|
|
|
|
|
Consolidated statement of changes in equity
for the 6 months ended 30 June 2017
|
Share capital |
Share premium |
Merger reserve |
Foreign exchange reserve |
Retained earnings |
Total to equity holders of parent |
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 period |
- |
- |
- |
- |
(5,661,655) |
(5,661,655) |
- |
(5,661,655) |
|
|||||||
Other comprehensive income |
- |
- |
- |
1,076,941 |
- |
1,076,941 |
- |
1,076,941 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Total comprehensive income for the period |
- |
- |
- |
1,076,941 |
(5,661,655) |
(4,584,714) |
- |
(4,584,714) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
|||||||
Shares issued as part of capital raising |
762,500 |
762,500 |
- |
- |
- |
1,525,000 |
- |
1,525,000 |
|
|||||||
Shares issued as part of the consideration in a business combination |
480,000 |
- |
720,000 |
- |
- |
1,200,000 |
- |
1,200,000 |
|
|||||||
Share-based payment on share options |
- |
- |
- |
- |
491,172 |
491,172 |
- |
491,172 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
30 June 2016 (unaudited) |
26,163,329 |
85,890,455 |
(67,673,657) |
1,682,487 |
(24,633,292) |
21,429,322 |
- |
21,429,322 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Loss for the period |
- |
- |
- |
- |
(1,023,465) |
(1,023,465) |
(10,223) |
(1,033,688) |
|
|||||||
Other comprehensive income |
- |
- |
- |
725,945 |
- |
725,945 |
33,466 |
759,411 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Total comprehensive income for the period |
- |
- |
- |
725,945 |
(1,023,465) |
(297,520) |
23,243 |
(274,277) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
|||||||
Shares issued as part of capital raising |
1,250,000 |
1,250,000 |
- |
- |
- |
2,500,000 |
- |
2,500,000 |
|
|||||||
Cost of issue of Ordinary Share capital |
- |
(45,000) |
- |
- |
- |
(45,000) |
- |
(45,000) |
|
|||||||
Share-based payment on share options |
- |
- |
- |
- |
502,177 |
502,177 |
- |
502,177 |
|
|||||||
Non-controlling interest 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 period |
|
|
|
|
(3,738,614) |
(3,738,614) |
(17,835) |
(3,756,449) |
|
|||||||
Other comprehensive income
|
|
|
|
(429,352) |
- |
(429,352) |
(26,706) |
(456,058) |
|
|||||||
Total comprehensive income for the period
|
- |
- |
- |
(429,352) |
(3,738,614) |
(4,167,966) |
(44,541) |
(4,212,507) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
|||||||
Share-based payment on share options |
- |
- |
- |
- |
373,049 |
373,049 |
- |
373,049 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
30 June 2017 (unaudited) |
27,413,329 |
87,095,455 |
(67,673,657) |
1,979,080 |
(28,520,145) |
20,294,062 |
160,460 |
20,454,522 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Notes forming part of the consolidated financial statements
For the 6 months ended 30 June 2017
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, SE18QH.
The results for the six months ended 30 June 2017 and 30 June 2016 are unaudited.
Basis of preparation
The financial information for the year ended 31 December 2016 does not constitute the full statutory accounts for that year. The Annual Report and Financial Statements for 2016 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for 2016 was 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.
This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the board of directors on 12 September 2016. The financial information in this interim report has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2016 and which will form the basis of the 2017 financial statements. There are no new standards, interpretations or amendments which became effective in the period which have had a material effect on the Group's financial information. Management are considering whether IFRS 15 Contracts with customers and IFRS 16 Leases, which are effective for periods beginning after 1 January 2018 and 1 January 2019 respectively, will have a material effect on the Group's future financial statements.
The consolidated financial statements are presented in sterling.
Adjusted EBITDA
EBITDA is a non-GAAP, company specific measure. Adjusted EBITDA excludes adjusting items from EBITDA. Adjusting items are non-recurring material items which are outside the normal scope of the Group's ordinary activities. These items are separately disclosed in order to enhance the reader's understanding of the Group's profitability and cash flow generation. Adjusting items include costs arising from a fundamental restructuring of the Group's operations, acquisition costs, non-trading foreign exchange gains/losses and share-based payment charges. The comparative adjusted EBITDA has been restated to reflect the including of foreign exchange gains/losses as an adjusting item. This has resulted in a decrease in adjusted EBITDA of £78,747 in H1/16 and £273,695 in 2016.
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 three reportable segments. The social publishing provides freemium games to the US and Europe. Licensing includes IP brand and content licensing to partners in the US and Europe. The real money gaming products and marketing services operates our brands and provides other digital marketing services to both gaming and non-gaming clients in the UK.
Revenue by product:
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
Real money gaming and affiliate marketing |
11,441,260 |
|
11,153,687 |
|
23,313,208 |
Disposed white label and agency business |
- |
|
1,708,921 |
|
1,928,451 |
Social publishing |
3,989,943 |
|
3,446,827 |
|
7,884,101 |
Licensing |
228,639 |
|
322,502 |
|
786,843 |
Other |
32,580 |
|
- |
|
45,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,692,422 |
|
16,631,937 |
|
33,958,118 |
|
|
|
|
|
|
Geographical information
The Group considers that its primary geographic regions are the UK, including Channel Islands, USA and the rest of the world. No revenue is derived from real money gaming in the US. Revenues from customers outside the UK (including Channel Islands) and USA 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 |
|
External revenue by location of customers |
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
UK, including Channel Islands |
11,427,248 |
|
12,405,254 |
|
23,925,469 |
USA |
2,782,952 |
|
3,769,329 |
|
6,754,016 |
Rest of the world |
1,482,222 |
|
457,354 |
|
3,278,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,692,422 |
|
16,631,937 |
|
33,958,118 |
|
|
|
|
|
|
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Finance income |
|
|
|
|
|
Interest received |
1,513 |
|
2,954 |
|
3,022 |
Foreign exchange gain on deferred consideration |
169,311 |
- |
- |
||
|
|
|
|
||
Total finance income |
170,824 |
2,954 |
3,022 |
||
|
|
|
|
||
|
|
|
|
||
Finance expense |
|
|
|
|
|
Bank interest expense paid |
40,482 |
|
19,943 |
|
36,850 |
Deferred consideration unwinding |
85,511 |
|
186,998 |
|
292,212 |
Foreign exchange loss on deferred consideration |
- |
|
566,103 |
|
849,092 |
|
|
|
|
|
|
|
|
|
|
|
|
Total finance expense |
125,993 |
|
773,044 |
|
1,178,154 |
|
|
|
|
|
|
The deferred consideration in relation to the acquisition from RealNetworks, Inc. was retranslated at the period-end exchange rate which resulted in a gain of £169,311 (6M 30 Jun 2016: loss of £566,103, 12M 31 Dec 2016: loss of £849,092) charge in the current period.
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
Current tax expense |
|
|
|
|
|
Adjustment for over provision in prior periods |
- |
|
- |
|
(4,451) |
Research and development tax credit |
175,000 |
|
27,861 |
|
27,961 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current tax |
175,000 |
|
27,861 |
|
23,510 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense |
|
|
|
|
|
Origination and reversal of temporary differences |
130,405 |
|
118,595 |
|
248,941 |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax |
130,405 |
|
118,595 |
|
248,941 |
|
|
|
|
|
|
|
|
|
|
|
|
Total tax expense |
305,405 |
|
146,456 |
|
272,451 |
|
|
|
|
|
|
The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the UK applied to profits for the period are as follows:
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Loss for the period |
(4,061,854) |
|
(5,808,111) |
|
(6,967,794) |
Income tax credit |
305,405 |
|
146,456 |
|
272,451 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss after income taxes |
(3,756,449) |
|
(5,661,655) |
|
(6,695,343) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
(4,061,854) |
|
(5,808,111) |
|
(6,967,794) |
|
|
|
|
|
|
Expected tax at effective rate of corporation tax in the UK of 20% (30 Jun 2016: 20% and 31 Dec 2016: 20%) |
(812,371) |
|
(1,161,622) |
|
(1,393,559) |
Expenses not deductible for tax purposes |
63,466 |
|
256,580 |
|
224,896 |
Depreciation in excess of capital allowances |
16,824 |
|
8,898 |
|
7,543 |
Effects of overseas taxation |
39,316 |
|
(195,089) |
|
(224,795) |
Adjustment in respect of loss carried back |
- |
|
169,879 |
|
- |
Unwind of deferred tax recognised on business acquisition |
(130,405) |
|
(118,595) |
|
(248,941) |
Research and development tax credit |
(175,000) |
|
(27,861) |
|
(27,961) |
Adjustment for over provision in prior periods |
- |
|
- |
|
4,451 |
Tax losses carried forward |
692,765 |
|
921,354 |
|
1,385,915 |
|
|
|
|
|
|
|
|
|
|
|
|
Total tax credit |
(305,405) |
|
(146,456) |
|
(272,451) |
|
|
|
|
|
|
|
6M 30 Jun 17 |
|
6M 30 Jun 16 |
|
12M 31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Loss after tax |
(3,756,449) |
|
(5,661,655) |
|
(6,695,343) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Number |
|
Number |
|
|
|
|
|
|
Weighted average number of Ordinary Shares used in calculating basic loss per share |
274,133,291 |
|
254,857,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary Shares used in calculating dilutive loss per share |
274,133,291 |
|
254,857,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
(1.37) |
|
(2.22) |
|
(2.55) |
|
|
|
|
|
|
|
Goodwill |
Customer database |
Software |
Development costs |
Domain names |
Intellectual property |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Cost |
|
|
|
|
|
|
|
At 1 January 2016 |
18,092,116 |
4,543,648 |
1,091,241 |
2,888,724 |
363,401 |
5,354,379 |
32,333,509 |
Additions |
- |
- |
- |
1,873,868 |
5,126 |
- |
1,878,994 |
Disposal |
(2,513,764) |
(698,447) |
- |
- |
- |
- |
(3,212,211) |
FX movement |
495,725 |
110,102 |
88,733 |
- |
27,393 |
528,262 |
1,250,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2016 |
16,074,077 |
3,955,303 |
1,179,974 |
4,762,592 |
395,920 |
5,882,641 |
32,250,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired through business combination |
75,413 |
- |
217,216 |
- |
- |
- |
292,629 |
Additions |
- |
- |
- |
2,090,617 |
- |
- |
2,090,617 |
FX movement |
396,374 |
156,668 |
141,310 |
- |
38,824 |
518,789 |
1,251,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2016 |
16,545,864 |
4,111,971 |
1,538,500 |
6,853,209 |
434,744 |
6,401,430 |
35,885,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
- |
- |
- |
1,739,245 |
- |
- |
1,739,245 |
FX movement |
(294,346) |
(86,966) |
(82,115) |
(4,696) |
(21,637) |
(342,354) |
(832,114) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2017 |
16,251,518 |
4,025,005 |
1,456,385 |
8,587,758 |
413,107 |
6,059,076 |
36,792,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
At 1 January 2016 |
- |
2,055,945 |
135,717 |
919,856 |
45,581 |
248,609 |
3,405,708 |
Amortisation charge |
- |
584,349 |
189,187 |
588,541 |
64,190 |
346,555 |
1,772,822 |
Disposal |
- |
(452,365) |
- |
- |
- |
- |
(452,365) |
FX movement |
- |
(1,811) |
(1,459) |
- |
(451) |
(2,673) |
(6,394) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2016 |
- |
2,186,118 |
323,445 |
1,508,397 |
109,320 |
592,491 |
4,719,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation charge |
- |
571,804 |
251,032 |
924,322 |
73,901 |
386,060 |
2,207,119 |
FX movement |
- |
83,750 |
68,511 |
260 |
20,837 |
123,633 |
296,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2016 |
- |
2,841,672 |
642,988 |
2,432,979 |
204,058 |
1,102,184 |
7,223,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation charge |
- |
573,926 |
250,926 |
1,208,034 |
63,985 |
390,462 |
2,487,333 |
FX movement |
- |
(47,731) |
(40,842) |
(895) |
(11,875) |
(70,461) |
(171,804) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2017 |
- |
3,367,867 |
853,072 |
3,640,118 |
256,168 |
1,422,185 |
9,539,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
At 30 June 2016 |
16,074,077 |
1,769,185 |
856,529 |
3,254,195 |
286,600 |
5,290,150 |
27,530,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2016 |
16,545,864 |
1,270,299 |
895,512 |
4,420,230 |
230,686 |
5,299,246 |
28,661,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2017 |
16,251,518 |
657,138 |
603,313 |
4,947,640 |
156,939 |
4,636,891 |
27,253,439 |
|
|
|
|
|
|
|
|
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
£ |
|
£ |
|
£ |
Available-for-sale investments |
|
|
|
|
|
|
540,000 |
|
540,000 |
|
540,000 |
|
|
|
|
|
|
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
£ |
|
£ |
|
£ |
Other assets |
|
|
|
|
|
|
164,303 |
|
152,000 |
|
152,000 |
|
|
|
|
|
|
Other assets represent the rental deposits on operating leases.
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Trade and other receivables |
1,794,268 |
|
3,841,642 |
|
2,736,038 |
Allowance for doubtful debts |
(1,477) |
|
(8,938) |
|
(1,477) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,792,791 |
|
3,832,704 |
|
2,734,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income |
1,583,764 |
|
1,344,279 |
|
613,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,376,555 |
|
5,176,983 |
|
3,347,595 |
|
|
|
|
|
|
All amounts shown fall due for payment within one year
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Cash and cash equivalents |
1,084,671 |
|
2,979,790 |
|
2,597,465 |
Restricted cash |
18,702 |
|
19,568 |
|
18,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,103,373 |
|
2,999,358 |
|
2,616,267 |
|
|
|
|
|
|
Restricted cash of £18,702 (30 Jun 2016: £19,568 and 31 Dec 2016: £18,802) relates to funds held in Swiss subsidiaries which are currently undergoing liquidation. The funds are restricted and are not included in the consolidated statement of cash flows.
Included within cash and cash equivalents is the Group's overdraft facility. The total facility is £1.500,000 and at 30 June 2017 was drawn down by £993,968 (30 Jun and 31 Dec 2016: nil).
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Trade and other payables |
2,932,740 |
|
3,388,604 |
|
2,012,196 |
Accruals |
5,105,067 |
|
4,317,263 |
|
4,681,212 |
Player liabilities |
395,686 |
|
413,204 |
|
365,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,433,493 |
|
8,119,071 |
|
7,058,781 |
|
|
|
|
|
|
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
Ordinary Shares
|
|
30 Jun 17 |
|
30 Jun 16 |
|
31 Dec 16 |
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
274,133,292 (30 Jun 16: 261,633,292 and 31 Dec 16: 274,133,292) Ordinary Shares of 10 pence each |
|
27,413,329 |
|
26,163,329 |
|
27,413,329 |
|
|
|
|
|
|
|
Movements in share capital
|
Number |
|
£ |
|
|
|
|
At 1 January 2016 |
249,208,292 |
|
24,920,829 |
|
|
|
|
Ordinary shares issued for cash consideration |
7,625,000 |
|
762,500 |
Ordinary shares issued for settling the Blueburra Holdings Limited contingent consideration |
4,800,000 |
|
480,000 |
|
|
|
|
|
|
|
|
At 30 June 2016 |
261,633,292 |
|
26,163,329 |
|
|
|
|
|
|
|
|
Ordinary shares issued for cash consideration |
12,500,000 |
|
1,250,000 |
|
|
|
|
|
|
|
|
At 31 December 2016 and 30 June 2017 |
274,133,292 |
|
27,413,329 |
|
|
|
|
On 17 July 2017, the Company amended the Asset Purchase Agreement with Real Networks Inc, which provided for a final payment to Real Networks of $4m by the 10 August 2017. The final payment to Real Networks was amended, and it was agreed that the final payment of $4.5m will be made by the 15 December 2017.
On 8 August 2017, the Company raised £1,132,500 by issuing 10,295,455 shares at £0.11 per share.