TIDMGMR

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 GBP0.8m (2016: GBP2m loss) 
   --      Real money gaming ("RMG") EBITDA increased 113% to GBP2.7m (2016: 1.3m) 
   --      Social publishing EBITDA loss reduced 97% to GBP0.1m (2016: GBP1.8m loss) 
   --      Total Revenue down by 7% to GBP31.6m (2016: GBP34.0m) for the year ended 31 December 2017 
   --      Revenue excluding disposed non-core assets down by 1% 

o RMG revenue increased by 5% to GBP22.7m (2016: GBP21.5m)

o RMG marketing spend decreased by 17%

o Social publishing revenue decreased by 13% to GBP6.9m (2016: GBP7.9m), with 45% reduction in marketing as well as a reduction in headcount of 19

o Licensing revenue was GBP0.8m (2016: GBP0.8m).

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 GBP3.5m convertible loan with Jackpotjoy Group 
   --      Settled $4.5m / GBP3.3m 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 GBP0.8m for 2017 (2016: GBP2m 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 GBP2.4m in March 2018.

We were able to grow Real Money Gaming revenue by 5% to GBP22.7m during the year (2016 GBP21.5m). 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 GBP2 from the current GBP100. 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 GBP3m 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 GBP6.9m (2016 GBP7.9m), whilst reducing losses by 97% to GBP0.1m (2016 GBP1.8m).

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 GBP3.5m 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 GBP123m (2016: GBP86m) in wagering on the platform or 27% of the gross gaming revenue for the year.

Gambling player deposits increased to GBP49.8m (2016: GBP49.0m). We have also managed to reduce

bonus costs to 26% (2016: 29%) of gross gaming revenue. The cost per acquisition on the platform was GBP74 (2016: GBP86), and we gained 108,720 (2016: 116,349) new depositing players in the year. Our revenue per depositing player increased 7% to GBP162 (2016: GBP153).

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 GBP0.1m (2016: GBP1.8m)

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 GBP0.8m (2016: loss GBP2.0m). 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 GBP31.6m (2016: GBP34.0m) due to the prior year disposal of the white label operations and agency business, which generated GBP1.9m of the GBP3.7m Affiliate marketing revenue in 2016. Like for like revenue (excluding the disposed assets) was down by 1%.

Marketing for the year, was GBP10.4m (2016: GBP14.8m) as the Group has focused on more cost-efficient marketing strategies.

Loss after tax from continuing operations reduced by GBP0.7m to GBP6.0m. Total loss after tax increased to GBP8.2m due to impairment of GBP3.1m in respect of the discontinued Affiliate marketing CGU.

2017

 
                                     Real money                Affiliate               Social         Licensing                    Other         Intra-group          Total 
                                         gaming                marketing           publishing 
                                            GBP                      GBP                  GBP               GBP                      GBP                 GBP           2017 
                                                                                                                                                                        GBP 
-----------------  ----------------------------  -----------------------  -------------------  ----------------  -----------------------  ------------------  ------------- 
  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                Affiliate               Social         Licensing                    Other         Intra-group          Total 
                                         gaming                marketing           publishing 
                                            GBP                      GBP                  GBP               GBP                      GBP                 GBP           2016 
                                                                                                                                                                        GBP 
-----------------  ----------------------------  -----------------------  -------------------  ----------------  -----------------------  ------------------  ------------- 
  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 GBP291,506 (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 GBP22.7m (2016: GBP21.5m). 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 GBP8.9m (2016: GBP7.5m) 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 GBP2.7m (2016: 1.3m) with cost savings of GBP1.7m achieved in marketing.

Affiliates

Affiliate marketing generated revenues of GBP1.3m (2016: GBP1.8m). 2016 also included GBP1.9m 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 GBP3.1m of impairment recognised. The Group has sold the affiliate marketing business in Q1 2018 for GBP2.4m.

Social Publishing

We achieved profit for Social Publishing in H2 2017, delivering a reduced full year loss of GBP0.1m (2016: loss GBP1.8m) 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 GBP6.9m (2016: GBP7.9m).

During the year, Gaming Realms closed its Seattle operations resulting in restructuring costs of GBP0.9m, which will provide annual synergies of over GBP3m going forward.

Licensing

Licensing revenue increased 7% to GBP0.8m (2016: GBP0.8m) 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 GBP1.3m in 2017 (2016: increased by GBP0.1m) due to continued investment in development of GBP3.2m. The prior year cash position was improved by the sale of the white label business for GBP1.2m and share issues totalling GBP4m.

Net assets totalled GBP16.2m (2016: GBP24.3m). The reduction year-on-year is as a result of annual amortisation of Intangible assets of GBP4.9m and Impairment of the Affiliate CGU of GBP3.1m

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 GBP389,354 (2016: GBP27,961) in research and development credits in the year and has recognised an unwind of deferred tax of GBP223,617 (2016: GBP248,941) 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                                          GBP            GBP 
------------------------------------------  -------------  ------------- 
  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                    207,222              - 
   for sale assets 
  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    31 December 
                                           2017           2016 
                                            GBP            GBP 
--------------------------------  -------------  ------------- 
  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       2,292,881              - 
   sale 
--------------------------------  -------------  ------------- 
  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 
                                                        GBP                      GBP 
---------------------------------------------  ------------  ----------------------- 
  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,                   382                        - 
   plant and equipment 
  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            (96,763)                        - 
   debt 
  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        Share         Merger    Available     Foreign    Shares       Retained         Total    Non-controlling         Total 
                        capital      premium        reserve          for    Exchange        to       earnings     to equity           interest        equity 
                                                                    sale     Reserve        be                      holders 
                                                                 reserve                issued                   of parents 
                            GBP          GBP            GBP          GBP         GBP       GBP            GBP           GBP                GBP           GBP 
  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 
                                          GBP           GBP 
---------------------------------  ----------  ------------ 
  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 
                                                 GBP          GBP 
----------------------  ----------------------------  ----------- 
  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 GBP291,506 (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         External 
                                  revenue          revenue 
                              by location      by location 
                             of customers     of customers 
                                     2017             2016 
                                      GBP              GBP 
------------------------  ---------------  --------------- 
  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                Affiliate               Social         Licensing                    Other         Intra-group          Total 
                                         gaming                marketing           publishing 
                                            GBP                      GBP                  GBP               GBP                      GBP                 GBP           2017 
                                                                                                                                                                        GBP 
-----------------  ----------------------------  -----------------------  -------------------  ----------------  -----------------------  ------------------  ------------- 
  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 GBP1,928,451 and EBITDA of GBP454,642. Affiliate revenue of GBP1,769,500 and EBITDA of GBP1,140,187 has therefore been shown as discontinued for 2016. See note 8.

 
                                     Real money                Affiliate               Social         Licensing                    Other         Intra-group          Total 
                                         gaming                marketing           publishing 
                                            GBP                      GBP                  GBP               GBP                      GBP                 GBP           2016 
                                                                                                                                                                        GBP 
-----------------  ----------------------------  -----------------------  -------------------  ----------------  -----------------------  ------------------  ------------- 
  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 
                                         GBP                       GBP 
----------------------------------  --------  ------------------------ 
  Finance income 
  Interest received                    1,294                     3,022 
  Foreign exchange movement on       238,309                         - 
   deferred consideration 
----------------------------------  --------  ------------------------ 
  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 GBP238,309 gain in the current year (2016: GBP849,092 loss).

   5.   tax credit 
 
                                               2017      2016 
                                                GBP       GBP 
-----------------------------------------  --------  -------- 
  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     223,617         - 
   differences 
-----------------------------------------  --------  -------- 
  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 
                                                           GBP           GBP 
------------------------------------------------  ------------  ------------ 
  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 
                                                           GBP           GBP 
------------------------------------------------  ------------  ------------ 
  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    Software    Development     Domain    Intellectual         Total 
                                          database                      costs      names        Property 
                                 GBP           GBP         GBP            GBP        GBP             GBP           GBP 
  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 GBP3.1m 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 GBP2.4m 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 GBP2.4 million to First Leads Ltd. First Leads has paid GBP2.0m on closing, and a further GBP0.4m will be payable on 31 December 2018, based on the achievement of performance targets.

 
                                2017 
                                 GBP 
----------------------  ------------ 
  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 
                                      GBP         GBP 
--------------------------   ------------  ---------- 
  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      (3,127,381)           - 
   sale assets 
--------------------------   ------------  ---------- 
  Loss for the financial 
   year - discontinued        (2,235,335)   1,140,187 
---------------------------  ------------  ---------- 
 

Cash flow from discontinued operations:

 
                                          2017        2016 
                                           GBP         GBP 
--------------------------------  ------------  ---------- 
  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 GBP3.5m 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 GBP3.5m 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 GBP0.6m based on a probability assessment of conversion and future share price. This is a level 2 valuation as defined by IFRS 13.

The remaining GBP2.9m 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    Derivative       Total 
                                  Creditors     Liability 
                                        GBP           GBP         GBP 
-----------------------------  ------------  ------------  ---------- 
  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 GBP0.5m 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 GBP35k interest payable per annum, or GBP140k 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 GBP0.6m and interest expense will decrease by GBP0.6m

10. Share capital

Ordinary shares

 
                               2017         2017          2016         2016 
                             Number          GBP        Number          GBP 
--------------------- 
  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 GBP0.11 per share for a total consideration of GBP1,132,500.

On 2 March 2016, 7,625,000 shares were issued at GBP0.20 per share for a total consideration of GBP1,525,000.

On 9 June 2016, 4,800,000 shares were issued at GBP0.25 per share to the previous shareholders of Blueburra Holdings Limited to satisfy the final GBP1,200,000 share element of vendor consideration.

On 2 September 2016, 12,500,000 shares were issued at GBP0.20 per share for a total consideration of GBP2,500,000.

11. Post balance sheet events

After the balance sheet date the Group renewed and increased its overdraft facility with Barclays to GBP2m, available for two years with a reducing facility.

In March 2018 the Group sold its Affiliate CGU for total consideration of GBP2.4 million to First Leads Ltd. First Leads has paid GBP2.0m on closing, and a further GBP0.4m will be payable on 31 December 2018, based on the achievement of performance targets.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR FIMLTMBIMBIP

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Gaming Realms (LSE:GMR)
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