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2013 Full Year Results

13 Mar 2014 07:00

RNS Number : 1900C
bwin.party digital entertainment
13 March 2014
 



 

13 March 2014

 

bwin.party digital entertainment plc

 

Audited results for the year ended 31 December 2013

 

Norbert Teufelberger, Chief Executive Officer, said:

 

"2013 was a challenging year for our business, but it also marked a turning point as we increased our focus on regulated and to-be-regulated markets, began to roll-out new and refreshed versions of our mobile and desktop products, and commenced the transformation of our technology infrastructure through the adoption of the Agile development methodology. Having streamlined the shape and size of our business we now have the foundations to return our business to sustainable growth."

 

Key points

 

● Total revenue of €652.4m (2012: €801.6m) reflecting shift from 'volume to value', ISP blocking in Greece, migration losses and the full year impact of gaming taxes in Germany; nationally regulated and/or taxed markets represented 53% of total revenue (2012: 43%)

 

● Gross gaming revenue through mobile/touch grew by 77% to €76.9m (2012: €43.4m)

 

● Successful US launch - number one online poker network in New Jersey

 

● Costs reduced by €97m in 2013 versus 2012 compared with targeted savings of €70m

 

● Clean EBITDA~ from Continuing operations of €108.0m (2012: €164.9m) due to lower revenue, increased gaming taxes in Germany and start-up costs in New Jersey

 

● Continuing operating profit of €51.9m (2012: loss of €16.5m) driven by release of acquisition fair value provisions, absence of retroactive taxes and lower amortisation costs

 

● Continuing Clean EPS~ of 7.3 € cents per share (2012: 14.7 € cents)

 

● Current trading: average daily net revenue up 6% versus Q4 13 with nationally regulated and/or taxed markets representing 56% of net revenue

 

● Recommended final dividend up 5% to 1.80 pence per share (2012: 1.72 pence) making a total FY13 dividend of 3.60 pence per share (2012: 3.44 pence)

 

Financial highlights

Year ended 31 December

2013

€million

2012

€million

Net revenue

609.4

768.9

Other revenue

43.0

32.7

Total revenue

652.4

801.6

Clean EBITDA~ from Continuing operations

108.0

164.9

Clean EBITDA~ from Discontinued operations^

-

(21.3)

Total Clean EBITDA~

108.0

143.6

Continuing operating profit (loss)

51.9

(16.5)

Profit (loss) after tax - Continuing operations

41.1

(24.9)

Profit (loss) after tax

41.1

(64.7)

Basic EPS (loss per ordinary share) - Continuing operations

Standard

5.4

(2.9)

Clean~

7.3

14.7

Basic EPS (loss per ordinary share) - Total operations

Standard

5.4

(7.8)

Clean~

7.3

12.1

 

~ EBITDA adjusted for exchange differences, reorganisation expenses, income or expenses that relate to exceptional items, and non-cash charges relating to share-based payments (see reconciliation of Clean EBITDA to operating profit/(loss) below and reconciliation of Clean EPS to Basic EPS in note 11 to the Audited Financial Information).

^ Discontinued operations refers to Ongame's B2B business as well as operations located physically outside of the US but which relate to US customers that were no longer accepted following the enactment of the UIGEA.

 

Taxed and/or nationally regulated revenue

A segmental analysis of the Group's total revenue between markets that are nationally regulated and/or subject to local gaming taxes and those that are not is provided below:

 

 

Total revenue (€ million)

Nationally regulated and /or taxed*

Other

Total

Year ended 31 December

2013

2012

2013

2012

2013

2012

Sports betting

158.5

122.8

77.3

140.1

235.8

262.9

Casino & games

51.9

60.2

163.7

211.0

215.6

271.2

Poker

46.8

73.3

67.8

103.2

114.6

176.5

Bingo

52.2

62.5

0.9

1.8

53.1

64.3

Other

32.9

26.7

0.4

-

33.3

26.7

Total Continuing operations

342.3

345.5

310.1

456.1

652.4

801.6

*Austria, Belgium, Denmark, France, Germany (sports betting only), Italy, Spain, UK and USA (New Jersey)

 

Consolidated Key Performance Indicators

Year ended 31 December

2013

2012

% change

Active player days (million)

62.4

81.2

(23%)

Daily average players (000s)

171.0

221.9

(23%)

Yield per active player day (€)

9.8

9.5

3%

New player sign-ups (000s)

915.9

1,457.9

(37%)

Average daily net revenue (€000)

1,669.6

2,100.8

(21%)

 

Full details of all of the Group's historic quarterly key performance indicators can be downloaded from the Group's website at: www.bwinparty.com.

 

Current trading, outlook and final dividend

Trading in the first 10 weeks of 2014 has been in-line with our expectations with average daily net revenue down 10% year-on-year primarily due to the tactical shift from 'volume to value' but up 6% versus the previous quarter and with nationally regulated and/or taxed markets representing 56% of net revenue.

 

A summary of the current trading performance in terms of net revenue relative to the same period in 2013 and also to Q4 13 is shown below:

 

Average daily net revenue (€)

10 weeks to 11 March

2014

2013

% change

Q4 2013

% change

Sports betting

725,000

772,000

(6%)

680,000

7%

Casino & Games

590,000

634,000

(7%)

564,000

5%

Poker

275,000

385,000

(29%)

266,000

3%

Bingo

153,000

155,000

(1%)

141,000

9%

Total

1,743,000

1,946,000

(10%)

1,651,000

6%

% from nationally regulated and/or taxed markets

56%

51%

54%

 

While New Jersey has yet to reach its full potential because of geolocation and payment processing issues that are continuing to impact all operators, the Group has made a solid start in this newly regulated market. Despite the headwinds of lost revenue from Greece and continued pressures in European poker, based on the Group's performance to-date and the planned developments outlined below, we are confident that we can deliver year-on-year revenue and Clean EBITDA growth in 2014. As a result, the Board remains confident in the Group's prospects and is recommending a final dividend of 1.80 pence per share, a 5% increase over the prior year making 3.60 pence per share for the full year - a 5% increase over 2012.

 

 

Performance by business segment

Total revenue

 

Clean EBITDA

Year ended 31 December

2013

€million

2012

€million

% change

2013

€million*

2013

€million#

2012

€million#

% change

Sports betting

235.8

262.9

(10%)

53.7

23.2

42.7

(46%)

Casino & games

215.6

271.2

(21%)

45.0

72.6

80.1

(9%)

Poker

114.6

176.5

(35%)

7.7

22.3

28.5

(22%)

Bingo

53.1

64.3

(17%)

8.2

12.9

18.8

(31%)

Other

33.3

26.7

25%

(6.6)

(23.0)

(5.2)

342%

Total Continuing operations

652.4

801.6

(19%)

108.0

108.0

164.9

(35%)

Discontinued operations^

-

-

n/a

-

-

(21.3)

(100%)

Total

652.4

801.6

(19%)

108.0

108.0

143.6

(25%)

* New basis - see 'Business and Financial Review' below for further details

# Old basis

 

Sports betting

· Total betting turnover down 27% reflecting the shift from 'volume to value', a full year impact of the 5% turnover tax in Germany and ISP blocking in Greece; sports betting active player days down 18%

· Increase in yield per active player day from €5.8 to €6.3 due to shift from 'volume to value'

· Increase in gross win margins to 9.2% (2012: 7.8%) primarily due to tax recovery in Germany and increased volume of combination bets

· Mobile/touch: 28% of gross gaming revenue in December 2013 (December 2012: 15%)

· Nationally regulated and/or taxed markets represented 67% of sports betting revenue (2012: 47%)

· Clean EBITDA impacted by lower revenue, increased taxes in Germany and ISP blocking in Greece

 

Casino and games

· Total turnover down 13% reflecting shift from 'volume to value', lower cross-sell from poker and ISP blocking in Greece; casino and games active player days down 26%

· Yield per active player day up from €27.2 to €29.2 due to shift from 'volume to value'

· Slight reduction in gross win margins to 3.7% (2012: 3.9%) due to increased proportion of wagers on table games

· Mobile/touch: 10% of gross gaming revenue in December 2013 (December 2012: 1%)

· Nationally regulated and/or taxed markets represented 24% of casino and games revenue (2012: 22%)

· Clean EBITDA impacted by lower revenue, ISP blocking in Greece and launch costs in New Jersey

 

Poker

· Gross gaming revenue down 38% reflecting lower poker volumes in Europe and ISP blocking in Greece, partially mitigated by launch in New Jersey in November 2013; overall poker active player days down 39%

· Mobile/touch: 5% of gross gaming revenue in December 2013 (December 2012: 1%)

· Nationally regulated and/or taxed markets represented 41% of poker revenue (2012: 42%)

· Clean EBITDA impacted by lower revenue, declines in the Italian and French poker markets and launch costs in New Jersey

 

Bingo

· Gross gaming revenue down 12% reflecting competitive conditions in UK and market declines in Italy; active player days down 10%

· Mobile/touch: 6% of gross gaming revenue in December 2013 (2012: n/a)

· Nationally regulated and/or taxed markets represented 98% of bingo revenue (2012: 97%)

· Clean EBITDA impacted by lower revenue and competitive pressures in UK and Italy

 

Other

· 25% increase in other revenue to €33.3m (2012: €26.7m), driven by domain sales of €6.7m (2012: €nil) as well as growth in Kalixa, InterTrader, Win, Winners and software services

 

Contacts:

bwin.party digital entertainment plc 

Investors

Peter Reynolds +44 (0) 20 7337 0177

Media

John Shepherd +44 (0) 20 7337 0141

 

Video interviews with Norbert Teufelberger and Martin Weigold

Interviews with Norbert Teufelberger, Chief Executive Officer, and Martin Weigold, Chief Financial Officer, in video/audio and text will be available from 7.00am GMT on Thursday 13 March 2014 on: www.bwinparty.com.

 

Analyst meeting, webcast, dial-in and conference call details: Thursday 13 March 2014

There will be an analyst meeting for invited UK-based analysts at Numis Securities, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT starting at 9.30am GMT. There will be a simultaneous webcast and dial-in broadcast of the meeting. To register for the live webcast, please pre-register for access by visiting the Group's website (www.bwinparty.com). Details for the dial-in facility are given below. A copy of the webcast and slide presentation given at the meeting together with a spreadsheet containing the Group's historic KPI data will be available on the Group's website later today.

 

Dial-in details to listen to the analyst presentation at 9.30am, Thursday 13 March 2014

 

9.20 am

Please call: +44 (0) 203 003 2666

Title

bwin.party Full Year Results

9.30 am

Meeting starts

 

A recording of the meeting will be available for a period of seven days from Thursday 13 March 2014. To access the recording please dial the following replay telephone number:

 

Replay telephone number:

+44 (0) 208 196 1998

Replay passcode:

2117064#

 

About bwin.party

bwin.party digital entertainment plc (LSE: BPTY) is a global online gaming company. The Company was formed from the merger of bwin Interactive Entertainment AG and PartyGaming Plc on 31 March 2011. Incorporated, licensed and regulated in Gibraltar, the Group also has licences in Alderney, Austria Belgium, France, Italy, Denmark, Germany (Schleswig-Holstein), Spain and the necessary approvals to operate in New Jersey. With offices in Europe, India, Israel and the US, the Group generated continuing revenue of €652.4m and Clean EBITDA of €108.0m in 2013. bwin.party commands leading market positions in each of its four key product verticals: online sports betting, casino & games, poker and bingo with some of the world's biggest online gaming brands including bwin, partypoker, partycasino and Foxy Bingo. The Group's scale, technology and strong portfolio of games collectively differentiate its customer offer from those of its competitors. bwin.party is a constituent member of the FTSE 250 Index and the FTSE4Good Index Series, which identifies companies that meet globally recognised corporate responsibility standards. For more information about bwin.party, visit www.bwinparty.com

 

Chief Executive's review

 

2013 was a challenging year for our business, but it also marked a turning point as we increased our focus on nationally regulated and to-be-regulated markets, began to roll-out new and refreshed versions of our mobile and desktop products, and commenced the transformation of our technology infrastructure.

 

With further shifts towards regulated frameworks in several markets, we optimised the shape and size of our business with the aim of returning to growth in 2014. While focusing on fewer markets would reduce revenues it would also allow us to reduce our cost base significantly, and we delivered €97m of cost savings in 2013 compared with our original target of €70m of savings. However, ISP blocking in Greece, poker market declines in France and Italy as well as losses associated with the migration of players to our new technology platform in December 2012, meant that revenues declined by more than we had expected. Total revenue declined by 19% and total Clean EBITDA fell by 25% year-on-year.

 

Whilst disappointing, this masks good progress on several key objectives: we increased the proportion of our business in regulated and/or taxed markets having launched into Belgium and New Jersey; we began the transformation of our software delivery process with our shift to an Agile working methodology; we launched our new poker product; we grew the proportion of our revenue coming through mobile and touch and introduced our new mobile product for sports betting in Spain.

 

Total operating profit of €51.9m (2012: operating loss of €55.7m) reflecting the absence of retroactive taxes and lower amortisation costs as well as the write-back of acquisition fair value provisions following the successful settlement of the outstanding disputes. Having provided €85.7m at the time of the Merger, the settlement now agreed with the authorities is for €1.9m resulting in a write-back of €83.8m and a transfer to creditors of the balance. Consequently, the Group delivered a profit after tax of €41.1m (2012: loss after tax of €64.7m).

 

Market backdrop

Opting to reduce revenue and downsize our business is not a natural choice for an entrepreneurial enterprise like ours, but it was clear that in order to maximise our long-term prospects we had to focus our operations on fewer and more sustainable markets - a process that initially would result in lower revenues and Clean EBITDA. Whilst painful to execute, we are now in a stronger position from which we can begin to move forward - evidenced by the sequential revenue growth we have delivered since the third quarter of 2013.

 

As we predicted several years ago, the regulatory landscape for online gaming has continued to fragment with governments ring-fencing their online gaming markets. This development, together with the introduction of new national taxes on gaming and increased complexity, have combined to reduce financial returns.

In 2013, while we were impacted by the introduction of ISP blocking in Greece, we secured regulatory clearance to operate in both Belgium and New Jersey[1]. We do not anticipate any significant markets will implement new regulations in 2014, however several markets are continuing to develop regulatory frameworks that may come into force during 2015. In addition, the UK intends to revise its existing regime as well as introduce a point-of-consumption tax from December 2014. A summary of key regulatory developments affecting the Group is set out in the Appendix.

 

The opportunity

Despite an increasingly complex business environment, we believe that the market opportunity for real money gaming through digital channels is set to expand. While the structure and dynamics vary for each of our core gaming verticals (sports betting, casino & games, poker and bingo), we have established leading positions in most products and in most territories.

 

We are determined to monetise the opportunity before us by making our products accessible in regulated markets, through as many channels and on as many different devices as we can. But to be truly successful, we also need to ensure that our products appeal to the largest possible audience over the medium-term. These two factors: accessibility and customer appeal define the core drivers of our business model that is focused on driving sustainable growth in revenue and Clean EBITDA. 

 

Strategy for growth

The shift towards regulation means that the previous, so-called 'dotcom' approach to online gaming markets: one product (sports, poker, casino & games or bingo), one channel (worldwide web) and one domain (dotcom), is no longer sustainable. With governments seeking to raise additional taxes, the transition to fragmented, nationally regulated digital gaming markets is inevitable, as are the increasing demands of the modern digital consumer. Our strategy has been set to maximise the long-term potential of our business model in this fast changing and complex environment.

 

The five pillars of our strategy have not changed since bwin.party was first conceived as a new entity back in the summer of 2010:

 

· Be a leader in nationally regulated and to-be-regulated markets

· Invest in our core assets: technology, products, brands and people

· Secure long-term strategic partnerships

· Extend into new areas

· Act responsibly

 

Each pillar is focused on either improving accessibility to our products, enhancing the appeal of our products, or both. Our long-term success will be driven by our ability to execute against each strategic pillar and we have established a series of key performance indicators ('KPIs') against which our success and future progress can be measured.

 

Implementing our strategy

Online operators have adopted different approaches in order to harness the online gaming opportunity and our own path is different from most. While many have sought to embed third-party software into their existing franchise, we have developed almost all of the requisite technological skills and assets in-house. However, recognising that we do not have a monopoly on good ideas, we have also developed the requisite tools to enable third party developers to connect to our systems through open application programming interfaces ('API's), thereby maximising the potential product offering for our customers. Our objective is to reach our customers using a flexible, modular, scalable and highly resilient technology platform; one that provides easy access to games through traditional, as well as new digital channels including mobile and social platforms; can easily switch between B2C as well as B2B business models; and that can be tailored to meet prevailing regulatory requirements and demands that continue to vary from market-to-market.

 

We acknowledge that, to-date at least, we have yet to realise the full potential of what we are building. However, we are starting to see what can be achieved - being able to launch new product labels through multiple channels quickly and at low cost into newly regulated markets is the acid test. Our early success in New Jersey has proven what is now possible.

 

Managing key risks

The online gaming sector has to contend with continuous regulatory, technological and fiscal change as part of its day-to-day business. Regulatory change remains one of our biggest challenges but we have developed significant experience and invested in the resources needed to manage this risk as well as seize the opportunities that also arise from regulatory change.

 

While regulation and other external factors are largely outside our control, through a coherent risk management framework we are able to sustain our business model as well as identify new opportunities for future growth.

 

Achievements in 2013

As summarised in the 'business and financial review' below, our results last year were below what we had initially expected to achieve. While external and some internal factors such as migration losses meant that the rebasing of our business was more painful than we had anticipated, we made solid progress against many of the operational objectives set out in my review last year and are now well-positioned to return to growth. I do not propose to go through all of these achievements, but there are three that I wanted to highlight.

 

First, increasing the proportion of our business coming from nationally regulated and/or taxed markets was a key objective. The shift from 'volume to value' saw us reduce or discontinue new customer acquisition in 18 countries and shift our focus onto the more sustainable regulated markets. As explained below, whilst we successfully reduced our exposure to territories without nationally regulated frameworks, a number of regulated markets actually shrank in 2013 due to macroeconomic and other factors and this affected our overall revenue and Clean EBITDA performance.

 

Second, the launch of our network in New Jersey at the end of November 2013 was a key milestone for us in expanding our presence in regulated markets. Having secured the leadership position[2], we remain optimistic that New Jersey will continue to grow and become an attractive and profitable market for us, although as already announced, we do not believe that we will achieve profitability there until 2015.

 

Third, innovating our core gaming products and improving the experience of our customers was another key objective for us in 2013. The first version of our new poker product went live in September but so far has only been available to our dotcom customers and the recently opened New Jersey market (together representing approximately 65% of our total active customer base in December 2013). Given the challenging market backdrop in Europe, we are pleased with the new product's performance to-date and plan to enhance our offer and add many more features throughout 2014 that we believe will help to drive additional growth. During 2014 we plan to roll-out the new product to more countries, increasing its coverage of our total active base. Our new mobile sports betting product launched into Spain in December 2013 and, once through its initial testing phase, will be launched in other key markets during 2014. Each of these product enhancements will be complemented by a marked improvement in our digital marketing capabilities, leveraging our extensive international player base.

 

Each of these initiatives represent important steps towards returning our business to growth.

 

Things we still need to do

Despite having delivered against many of our objectives for 2013, there were some items that we have yet to complete. Whilst we made good progress towards achieving our target technology platform, we still have further work to do and as a result continue to run duplicate technologies across our platforms in France and Italy. Delays to the launch of our new poker software in dotcom markets until September 2013, coupled with the launch into New Jersey in November, meant we were unable to integrate France and Italy during the year as we had originally intended. Both integrations are now scheduled to take place later this year, releasing additional synergies in 2015 and simplifying our operations further.

 

Some late changes to design and user experience meant that there were some delays in launching mobile applications for our new poker product before the year-end. However, we are now live in New Jersey on iOS and Android and expect to launch a number of new features including sit 'n' go tournaments and an HTML5 version of 'FastForward' within the next few weeks.

 

In our half year results presentation in August 2013 we talked about addressing what we call 'technical debt' - areas of our software and technology set-up that need to be improved and updated to ensure maximum platform stability and a smooth user experience. With the demands of many other projects in 2013 we still have work to do in order to reduce the level of technical debt further and this is scheduled to take place during the first half of 2014.

 

Plans for 2014 and KPI targets for 2015

Focus on sustainable markets

Against this backdrop, our plans for 2014 are clear: first, we will continue to focus on nationally taxed, regulated and to-be-regulated markets. This will include the US where we want to consolidate our market-leading position in New Jersey as well as secure market entry into other states that pass the requisite legislation and that represent a significant business opportunity for us.

 

As part of our desire to increase focus, we will look to divest non-core assets in order to further reduce complexity and costs. Any surplus funds raised from disposals will be returned to shareholders when appropriate.

 

Mobile/touch

Second, the explosion in mobile/touch represents a major opportunity for the Group and we are determined to increase our mobile footprint significantly. Having been held back from releasing cutting-edge mobile products until now due to other priorities, we believe there is an opportunity to replicate the success achieved on mobile/touch by several operators in the UK, across each of our core markets in Europe as well as the US. Our new sports betting application for mobile that is built in HTML5 will be rolled-out across key markets later this year.

 

Increase productivity

Now that we are emerging from the complex integration of our multiple technology platforms, we are determined to deliver a marked improvement in productivity, stability and speed to market during 2014, This will be assisted by our transition to the Agile development methodology.

 

For the three plans highlighted above, our KPIs are as follows:

 

· By the end of 2015 we plan to have 75% of our net revenue coming from nationally taxed and /or regulated markets[3]. Having shifted our tactics from 'volume to value' during 2013, we had already reached 53% of net revenue coming from these markets in 2013 and want to continue to build on the positive start that we have made in New Jersey where our network currently has an approximate 40% market share[4]. By the end of 2015 we want to continue to command a leadership position in New Jersey and aim, legislation permitting, to have launched into at least one other state;

 

· In mobile, we have big ambitions. Users that typically use mobile as well as desktop devices tend to be higher value players. Therefore, we are aiming to increase the proportion of our gross gaming revenue that comes through mobile and touch devices from 10% in 2013 to 50% by December 2015; and

 

· For both our US and non-US technology platforms we are aiming to increase significantly the volume of technology releases delivered each year and improve the availability of our services. Having implemented seven major platform releases on our non-US platform in 2013, this will increase to eleven releases in 2014 and our target is to be able to deliver 24 platform releases and 52 gaming-related releases per annum by the end of 2015, all of which will help to ensure that we deliver on our strategic objectives.

 

Board changes

Back in November 2013, Simon Duffy, Non-Executive Chairman notified the Board of his intention not to stand for re-election to the Board at the forthcoming AGM. The Board wishes to thank Simon for his contribution over the past three years and wishes him every success for the future. As previously announced, a process is underway, led by the independent directors, to find Simon's successor.

 

Dividend

The Board is recommending a 5% increase in the final dividend to 1.80p per share which together with the interim dividend of 1.80 pence per share makes a total dividend of 3.60p per share for the year ended 31 December 2013 (2012: 3.44p).  The final dividend, if approved at the Annual General Meeting, will be payable to shareholders on the register of shareholder interests on 25 April 2014 (the 'Record Date'). It is expected that dividends will be paid on 28 May 2014.  Shareholders wishing to receive dividends in Euros rather than pounds sterling will need to file a currency election and return it to the Group's registrars on or before 2 May 2014. A separate announcement regarding the dividend payment has been issued today.

 

Share repurchases

Using the authorities granted by shareholders at the 2012 and 2013 AGMs to repurchase up to 10% of the Company's issued share capital, in 2013 the Company bought back 2,635,677 shares for cancellation at a total cost, including commission of £3,513,586. The Company has purchased 500,000 shares for cancellation since the year-end at a total cost, including commission of £577,437. The total number of bwin.party shares in issue as at 11 March 2014 is 817,477,478 and the total number of voting rights in issue is 814,398,097 (total number of shares in issue minus 3,079,381  shares held by the employee benefit trust in respect of which the voting rights have been waived).

 

Norbert Teufelberger

Chief Executive Officer

 

BUSINESS AND FINANCIAL REVIEW

Year ended 31 December

2013

€million

2012

€million

Net revenue

609.4

768.9

Other revenue

43.0

32.7

Total revenue

652.4

801.6

Clean EBITDA~ from Continuing operations

108.0

164.9

Clean EBITDA~ from Discontinued operations^

-

(21.3)

Total Clean EBITDA~

108.0

143.6

^ Discontinued operations refers to Ongame's B2B business as well as operations located physically outside of the US but which relate to US customers that were no longer accepted following the enactment of the UIGEA.

~ EBITDA adjusted for exchange differences, reorganisation expenses, income or expenses that relate to exceptional items, and non-cash charges relating to share-based payments (see reconciliation of Clean EBITDA to operating profit/(loss) below and reconciliation of Clean EPS to Basic EPS in note 11 to the Audited Financial Information).

 

Total revenue was €652.4m (2012: €801.6m) reflecting the shift from 'volume to value' announced in March 2013, the impact of reduced cross-sell volumes following the dotcom platform migration in December 2012, as well as market declines in certain regulated markets and ISP blocking in Greece. The introduction of a 5% turnover tax on sports betting in Germany and the securing of a licence in Belgium contributed to higher gaming taxes in these two countries. However, market declines in other regulated markets meant that total gaming taxes (excluding retroactive taxes) fell by €2.7m to €80.1m. Increased TV production costs at WPT meant that total cost of sales, excluding retroactive taxes and associated charges, increased by €0.2m to €88.9m (2012: €88.7m). Taken together with lower revenue and start-up costs in New Jersey, Clean EBITDA declined to €108.0m (2012: €164.9m).

 

The table provides a reconciliation of the movements between Clean EBITDA and operating profit:

 

Reconciliation of Clean EBITDA to operating profit

Year ended 31 December

2013

€million

2012

€million

Continuing operations

Clean EBITDA

108.0

164.9

Exchange differences

(8.0)

(5.3)

Depreciation

(24.4)

(21.3)

Amortisation

(68.9)

(95.5)

Retroactive taxes and associated charges

(0.6)

(31.5)

Share-based payments

(16.6)

(20.1)

Merger and acquisition costs

-

(0.1)

Impairment losses

(9.4)

(2.0)

Market exit costs

(2.5)

-

Release of acquisition fair value provision

83.8

-

Reorganisation expenses

(9.5)

(5.6)

Profit (loss) from operating activities - Continuing operations

51.9

(16.5)

Discontinued operations

Clean EBITDA

-

(21.3)

Exchange differences

-

0.2

Depreciation

-

(0.1)

Share-based payments

-

(0.2)

Merger and acquisition expenses

-

(0.5)

Loss on disposal of discontinued operations

-

(17.3)

Profit (loss) from operating activities - Discontinued operations

-

(39.2)

 

Amortisation fell by 28% to €68.9m (2012: €95.5m), partially offset by a small increase in depreciation charges, reflecting the acquisition of the business and assets of Orneon and Velasco Services that were acquired in May 2012.

 

€83.8m of a fair value provision created at the time of the Merger was written-back during the second half of 2013. €1.9m was transferred to creditors.

 

Share based payments fell by €3.5m to €16.6m (2012: €20.1m) because of a reduction in the number of senior executives participating in the Group's incentive schemes as part of the Merger synergy programme and other cost-saving measures.

 

Impairment losses of €9.4m (2012: €2.0m) were incurred in respect of write-downs of certain non-core investments held by the Group. Market exit costs relate to expenses incurred on the Group's exit from the Argentinean market. These totalled €2.5m in the period (2012: nil).

 

As a result, the Group's Continuing operations reported a profit before tax of €44.9m (2012: loss of €23.5m).

 

Discontinued operations relate to the Ongame B2B poker business that was sold in October 2012 as well as on-going costs associated with the Company's Non-Prosecution Agreement ('NPA') that was reached with the United States Attorney's Office for the Southern District of New York (the 'USAO') on 6 April 2009. No further charges were incurred during the period. The profit before tax after taking Discontinued operations into account was €44.9m (2012: loss before tax of €62.9m).

 

Taking into account Discontinued operations, total Clean EPS of 7.3 € cents was down 40% (2012: 12.1 € cents) while total basic EPS was 5.4 € cents (2012: loss per share of 7.8 € cents).

 

New basis of segmental reporting

As disclosed at the time of the 2013 half year results, the basis for the allocation of costs and resources for the latest reporting period has changed and is no longer comparable with the prior year. While total Clean EBITDA is directly comparable with the prior year, the Clean EBITDA generated by each vertical is not and so we have provided the figure on both the new as well as the previous basis, against which the prior year is directly comparable. It has not been possible to provide a comparable Clean EBITDA figure by vertical on the new basis for 2012 as the new organisation structure did not then exist.

 

The new basis aims to reflect more appropriately the fact that certain product verticals are dependent on the cross-sell of players from other product verticals and thus includes a re-allocation of marketing costs between these verticals in order to reflect more accurately the profitability of that segment on a stand-alone basis. Also, under the new basis a higher proportion of costs are allocated directly to each segment and the remaining central costs are now allocated pro rata to gross profit instead of net revenue.

 

There follows a more detailed review of the Continuing operations including each of the individual product segments.

 

Sports betting

Year ended 31 December

2013

€million

2012

€million

Change

Total stakes

2,775.3

3,804.5

(27%)

Gross win margin

9.2%

7.8%

18%

Gross revenue

256.7

298.2

(14%)

Bonuses and other fair value adjustments to revenue

(22.7)

(35.4)

36%

Net revenue

234.0

262.8

(11%)

Other revenue

1.8

0.1

1,700%

Total revenue

235.8

262.9

(10%)

% of total revenue from nationally regulated and/or taxed markets*

67%

47%

Cost of sales

(55.0)

(44.9)

(22%)

Gross profit

180.8

218.0

(17%)

Clean EBITDA (new basis)

53.7

n/a

n/a

Clean EBITDA margin

22.8%

n/a

n/a

Clean EBITDA (old basis)

23.2

42.7

(46%)

Clean EBITDA margin

9.8%

16.2%

n/a

*Austria, Belgium, France, Denmark, Germany, Italy, Spain, UK

 

In addition to the shift from 'volume to value' and ISP blocking in Greece, the introduction of a 5% turnover tax for German customers on 1 July 2012 contributed to a 27% decline in amounts wagered as well as a 22% increase in cost of sales. The new fiscal regime in Germany partly contributed to an increase in gross win margin as we sought to recover some of the tax due from customers as well as encourage them to shift towards betting on longer odds and combination bets. As a result, the total gross win margin increased to 9.2% (2012: 7.8%). Our increased focus on higher value customers together with the absence of the Euro Championship saw bonuses reduce to 0.8% of the amount wagered (2012: 0.9%) and this helped to mitigate the impact of lower turnover on net revenue which was down 11% at €234.0m (2012: €262.8m). Having generated approximately €32m of net revenue in 2012, ISP blocking in Greece from August 2013 saw Greek revenue almost eliminated during the fourth quarter. While there are several legal challenges underway in Greece, it seems unlikely that there will be any positive resolution there in the short-term.

 

The impact of lower revenue and a €10.1m increase in gaming taxes, primarily in Germany, resulted in Clean EBITDA from sports betting of €53.7m on the new basis and €23.2m on the old basis (2012: €42.7m).

 

Under the previous basis of segmental reporting, costs that were not able to be directly allocated to a particular vertical were allocated pro rata to the net revenue generated by each vertical. Following the introduction of the turnover tax on sports betting in Germany, the sports betting segment was allocated a disproportionately high share of central costs under the old basis. Under the new basis of segmental reporting, a higher proportion of costs are allocated directly to each segment, and the remaining central costs are now allocated pro rata to gross profit.

 

A summary of the key performance indicators for sports betting during 2013 is shown in the table below:

 

Sports betting - Key Performance Indicators

Year ended 31 December

2013

2012

Change

Active player days (million)

37.1

45.2

(18%)

Daily average players (000s)

101.6

123.5

(18%)

Yield per active player day (€)

6.3

5.8

9%

New player sign-ups (000s)

555.9

791.9

(30%)

Average daily net revenue (€000)

641.1

718.0

(11%)

 

Whilst new player sign-ups and player volumes declined by 30% and 18% respectively, this was driven by the shift from 'volume to value', ISP blocking in Greece and the fact that prior year volumes (activity and new player sign-ups) were flattered by the Euro 2012 Championship that had resulted in a higher than normal level of activity. The greater focus on more valuable players can be seen by the increase in player yields that also benefited from a reduced number of casual players during the Euro 2012 Championship. The net impact was that average daily revenue was down year-on-year at €641,100 (2012: €718,000).

 

While bwin remains a leading brand across continental Europe, our digital partnerships with Manchester United (UK), Real Madrid (Spain), Bayern Munich (Germany), Olympique de Marseille (France), RSC Anderlecht (Belgium) and Juventus (Italy) have all helped to raise our brand profile in each of these nationally regulated and/or taxed markets. Based on external market data, our estimated market share in terms of gross gaming revenue in Belgium was 8% (went live under licence in March 2013), in France it was 18%, in Italy it was 9% and it was 20% in Spain[5].

 

Mobile and touch is an increasingly popular channel for sports bettors across Europe. In 2013, mobile/touch represented 19% of sports gross gaming revenue (2012: 12%) and in December 2013 it had reached 28% of gross gaming revenue versus 15% a year earlier. Our analysis shows that bwin customers that play on both mobile and desktop generate incremental value over those that use the desktop alone. As a result, we expect that by increasing the proportion of our customers using our next generation mobile product as well as desktop, our revenue will also grow.

 

Key objectives for 2014/15:

As mentioned above, increasing our share in regulated markets is at the heart of our business strategy. We plan to increase our already strong brand presence in these markets using our digital partnerships with six of Europe's leading football clubs by offering unique experiences and content to bwin customers. This effort will be complemented by improvements in our digital marketing capabilities, leveraging our extensive international player base. We also plan to expand the reach of our new mobile and touch products significantly and expect that by December 2015, 50% of total net revenue will be through mobile and touch devices, driven by sports betting.

 

The first stage of the FIFA World Cup starts on 12 June and the final takes place on 13 July. With all of the major European countries competing, this should provide a meaningful uplift in betting turnover for the Group during June and July.

 

Having entered into a supply agreement with Fortuna Entertainment Group in January 2014, we are looking to add further B2B agreements with a view to leveraging our extensive sports content through partnerships in non-core markets.

 

Casino & Games

Year ended 31 December

2013

€million

2012

€million

Change

Total stakes

7,023.6

8,117.7

(13%)

Gross win margin

3.7%

3.9%

(5%)

Gross revenue

262.3

318.6

(18%)

Bonuses and other fair value adjustments to revenue

(49.5)

(49.8)

1%

Net revenue

212.8

268.8

(21%)

Other revenue

2.8

2.4

17%

Total revenue

215.6

271.2

(21%)

% of total revenue from nationally regulated and/or taxed markets*

24%

22%

Cost of sales

(9.8)

(11.0)

11%

Gross profit

205.8

260.2

(21%)

Clean EBITDA (new basis)

45.0

n/a

n/a

Clean EBITDA margin

20.9%

n/a

n/a

Clean EBITDA (old basis)

72.6

80.1

(9%)

Clean EBITDA margin

33.7%

29.5%

n/a

*Belgium, Denmark, Italy, Spain, UK and US (New Jersey)

 

Total stakes fell by 13% in the year driven by the shift from 'volume to value', ISP blocking in Greece and a softer performance in poker that continues to act as a major source of player traffic for partycasino. Performance was also impacted by migration losses incurred following the transfer of 13 million bwin customer accounts onto our integrated technology platform at the end of 2012. While the full launch into New Jersey on 26 November provided some growth in December, it was insufficient to prevent the decline year-on-year.

 

A reduction in gross win margin to 3.7% (2012: 3.9%) reflected a shift in business mix towards lower hold table games driven by the popularity of these games among bwin sports betting customers. As a result, gross revenue fell by 18% to €262.3m (2012: €318.6m). Whilst bonus costs remained flat in absolute terms, they increased as a proportion of gross revenue reflecting increased loyalty points generated and redeemed by top tier players and as a result net revenue fell 21%. Lower total revenue and launch-related marketing costs associated with New Jersey meant that Clean EBITDA was €45.0m on the new basis and €72.6m on the old basis, a 9% decline versus the previous year (2012: €80.1m). A summary of the key performance indicators for casino and games is shown in the table below:

 

Casino and games - Key Performance Indicators

Year ended 31 December

2013

2012

Change

Active player days (million)

7.3

9.9

(26%)

Daily average players (000s)

20.0

27.0

(26%)

Yield per active player day (€)

29.2

27.2

7%

New player sign-ups (000s)

59.2

134.3

(56%)

Average daily net revenue (€000)

583.0

734.4

(21%)

 

Active player days fell by 26% which was in line with the performance in the first half of 2013, driven by the shift from 'volume to value'. This also impacted new player sign-ups following the decision to cease player acquisition and registration in 18 countries. Despite steps taken to improve operational performance in the second half such as improved mini games and mobile offerings, ISP blocking in Greece in August acted as a significant drag on performance with a significant reduction in the number of daily players from Greece during the second half versus the same period in 2012. While the focus on more valuable customers meant that player yields increased by 7%, lower player activity meant that average daily revenue declined by 21% to €583,000 (2012: €734,400).

 

Objectives for 2014/15:

Regulated markets will remain a consistent theme although for casino & games, customer traffic is much more dependent on cross-sell from sports betting and poker than from stand-alone customer acquisition. While the main cross-sell in Europe will be from sports betting, in the US it will be from partypoker. By tailoring our offer to maximise the appeal of our casino offer to sports bettors and poker players respectively and by improving our digital marketing capabilities, we aim to increase player volumes and revenue.

 

Having represented 6% of total casino gross gaming revenue in 2013, we plan to increase the proportion of casino & games revenue coming through mobile/touch channels significantly over the next 18 months, driven by the launch of mobile casino apps in several regulated territories following our successful launch in Belgium in January 2014.

 

We plan to differentiate our content offering with a greater selection of exclusive proprietary games, including games leveraging our sports sponsorships, while at the same time sourcing 'best of breed' games from leading content suppliers so that we will have over 120 new games in our portfolio by June 2014, of which 25 will be available on mobile/touch devices.

 

Poker

Year ended 31 December

2013

€million

2012

€million

Change

Gross revenue

135.5

219.0

(38%)

Bonuses and other fair value adjustments to revenue

(25.4)

(45.2)

44%

Net revenue

110.1

173.8

(37%)

Other revenue

4.5

2.7

67%

Total revenue

114.6

176.5

(35%)

% of total revenue from nationally regulated and/or taxed markets*

41%

42%

Cost of sales

(13.7)

(21.9)

37%

Gross profit

100.9

154.6

(35%)

Clean EBITDA (new basis)

7.7

n/a

n/a

Clean EBITDA margin

6.7%

n/a

n/a

Clean EBITDA (old basis)

22.3

28.5

(22%)

Clean EBITDA margin

19.5%

16.2%

n/a

*Belgium, Denmark, France, Italy, Spain, UK and US (New Jersey)

 

While the launch of our new poker product on 5 September 2013 to customers using our dotcom poker services helped to improve the recent revenue trend, structural declines in many markets including Italy and France, coupled with ISP blocking in Greece made for a challenging operating environment. While the new product has so far only been made available to customers in dotcom markets and New Jersey (it has not yet been launched in Belgium, Denmark, France, Italy or Spain), overall customer feedback has been positive and we are pleased with its performance in a difficult market.

 

Having exited the US market on 13 October 2006, partypoker's return in New Jersey was undoubtedly one of the highlights of 2013 and represented a major milestone for our poker business. Having received the requisite transactional waiver from the Division of Gaming Enforcement and after a five-day test period, we went live with poker and casino products within the state of New Jersey on 26 November 2013. While pleased with the early performance of our network, that operates on a completely stand-alone platform and is distinct from the rest of our technology, one month's contribution in 2013 was not sufficient to make any meaningful impact on the overall poker result for the year as a whole.

 

The shift from 'volume to value' coupled with the challenges outlined above meant that new player sign-ups and activity levels were down 55% and 39% respectively. Our increased focus on more valuable customers delivered a 44% reduction in bonus costs, the result being that net revenue declined by 37%. Despite an increase in other revenue following the launch in New Jersey, total poker revenue fell by 35% to €114.6m (2012: €176.5m). The drop in revenue was matched by a similar reduction in cost of sales due to market declines in a number of regulated markets including France where taxes are particularly high. Clean EBITDA on the new basis was €7.7m and €22.3m on the old basis (2012: €28.5m) a 22% decline on the prior year, driven by lower revenue and costs associated with our launch into New Jersey.

 

Poker - Key Performance Indicators

Year ended 31 December

2013

2012

Change

Active player days (million)

17.3

28.4

(39%)

Daily average players (000s)

47.4

77.6

(39%)

Yield per active player day (€)

6.4

6.1

5%

New player sign-ups (000s)

177.3

390.6

(55%)

Average daily net revenue (€000)

301.6

474.9

(36%)

 

For the reasons mentioned above, player volumes were down significantly versus the prior year. Whilst pleased with the response to our new poker product, we have yet to launch our new products into some of our largest regulated markets and were also hampered by the loss of Greece that in 2012 averaged 3,326 players per day. Although player yields increased by 5% due to lower bonus rates, the reduction in player volumes meant that average daily revenue fell 36% to €301,600 (2012: €474,900).

 

Objectives for 2014/15:

Having launched the first phase of our new poker product on dotcom as well as in New Jersey in 2013, we plan to introduce further new product features throughout 2014 and roll these out to our key regulated markets including Belgium, France, Italy and Spain. Enhancing our mobile offering is a key objective and we will launch enhanced versions of our native mobile clients (Android and iOS) in our key markets as well as an HTML5 version of 'FastForward' that we believe will prove popular. Having grown the proportion of our revenue coming from mobile during the second half of 2013, we expect this to increase further in both 2014 and 2015.

 

Having overhauled our tournament structure in January 2014, we will continue to add new tournaments throughout the year and offer new missions for players to embark upon every two weeks. In New Jersey we will seek to build upon our solid start since the market opened and capitalise on our new sponsorship deals with the New Jersey Devils in the NHL and the Philadelphia 76ers in the NBA.

 

Bingo

Year ended 31 December

2013

€million

2012

€million

Change

Gross revenue

104.8

119.7

(12%)

Bonuses and other fair value adjustments to revenue

(52.3)

(56.2)

7%

Net revenue

52.5

63.5

(17%)

Other revenue

0.6

0.8

(25%)

Total revenue

53.1

64.3

(17%)

% of total revenue from nationally regulated and/or taxed markets*

98%

97%

Cost of sales

(3.7)

(5.0)

26%

Gross profit

49.4

59.3

(17%)

Clean EBITDA (new basis)

8.2

n/a

n/a

Clean EBITDA margin

15.4%

n/a

n/a

Clean EBITDA (old basis)

12.9

18.8

(31%)

Clean EBITDA margin

24.3%

29.2%

n/a

* Italy, Spain and UK

 

Both the UK and Italy remained highly competitive during 2013. In the UK, the expected introduction of a point-of-consumption tax in December 2014 prompted a significant increase in marketing activity by competitors, many of whom seemed determined to try and increase market share, irrespective of cost. The strength of the Foxy Bingo brand meant that while we did lose some revenue due to aggressive, competitor promotions, we were able to maintain a strong market position overall. In Italy, a 26% decline in the size of the bingo market[6] made for a challenging market backdrop. However, despite aggressive attempts by competitors to seize market share, we maintained a leadership position with an estimated 26% share of the Italian market in terms of gross gaming revenue. In Spain, we have seen solid growth in revenue, in part due to the full year impact in 2013 following the Spanish launch that took place in June 2012. Overall, Spanish net revenue increased by 47% versus 2012 although the market remains small as a proportion of the bingo segment.

 

Gross revenue declined by 12% due to the factors outlined above but also by a 5% weakening of Sterling versus the Euro. An increase in the bonus rate meant that net revenue fell by 17% to €52.5m (2012: €63.5m). The declines in Italy meant that gaming taxes also fell to €3.7m (2012: €5.0m), helping to offset the impact on gross profit as well as Clean EBITDA that was €8.2m on the new basis or €12.9m on the old basis (2012: €18.8m).

 

A summary of the key performance indicators for bingo is shown in the table below:

 

Bingo - Key Performance Indicators

Year ended 31 December

2013

2012

Change

Active player days (million)

6.4

7.1

(10%)

Daily average players (000s)

17.5

19.4

(10%)

Yield per active player day (€)

8.2

8.9

(8%)

New player sign-ups (000s)

123.5

141.1

(12%)

Average daily net revenue (€000)

143.8

173.5

(17%)

 

New player sign-ups and player volumes were down 12% and 10% respectively, reflecting the market decline in Italy as well as the highly competitive environment in the UK. While the launch of bwin bingo in several markets in December 2013 provided some incremental revenue, as did the launch of Foxy Bingo on mobile in April 2013, these initiatives were unable to reverse the year-on-year decline seen in the Italian bingo market that shrank in 2013. The net impact was that average daily revenue was down 17% year-on-year at €143,800 (2012: €173,500).

 

Objectives for 2014/15:

Preliminary discussions are already underway with 888 Holdings regarding possible options for the Group's existing supply agreement under which several of the Group's UK bingo sites are operated using 888 software. The contract is scheduled to terminate in May 2014. The two main options for the Group are to either terminate the agreement and migrate customers to the Group's proprietary technology platform; or extend the existing agreement under revised terms. It is expected that a decision will be reached over the coming weeks.

 

Mobile is again a key area of focus and represented approximately 7% of total bingo GGR in 2013. We are aiming to reach 40% of GGR coming through mobile/touch devices by December 2015 as we launch mobile apps for all of our key bingo brands. Since launching our new Foxy iOS app in the UK in January 2014, we have seen a significant jump in mobile activity and are confident of hitting our 2015 target.

 

 

Other revenue

Other revenue includes revenue from network services, payment services to third parties, domain sales, software services, World Poker Tour, Win, InterTrader and Winners, our retail franchise. Total other revenue was up 31% to €43.0m, (2012: €32.7m) driven by domain sales of €6.7m as well as a maiden contribution from social gaming and growth in Winners, B2B and InterTrader.

 

We are continuing to invest in Kalixa, our digital payments business that is performing well and in-line with our original plans. The dynamics of the digital payments industry are such that we are considering several opportunities to accelerate Kalixa's expansion through a combination of organic growth and externally funded bolt-on acquisitions,

 

Cost of sales

Year ended 31 December

2013

€million

2012

€million

Change

Gaming taxes

80.1

82.8

3%

Broadcasting costs

6.6

3.5

(89%)

Other

2.2

2.4

8%

Clean EBITDA cost of sales

88.9

88.7

0%

Retroactive taxes and associated charges

0.6

31.5

98%

Total cost of sales

89.5

120.2

26%

 

Gaming taxes fell slightly reflecting market declines in Italy and France and this more than offset increased taxes in Belgium and Germany. Broadcasting costs increased significantly driven by higher amortisation costs arising from the production of the new Alpha 8 Series by the World Poker Tour and lower sales of WPT library programming to third-party broadcasters.

 

Distribution expenses

Year ended 31 December

2013

€million

2012

€million

Change

Customer acquisition and retention

126.0

157.2

20%

Affiliates

32.4

53.5

39%

Customer bad debts

6.3

6.0

(5%)

Third-party content

28.9

34.0

15%

Webhosting and technical services

26.5

28.6

7%

 

 

Clean EBITDA distribution expenses

220.1

279.3

21%

Reorganisation expenses

2.5

0.9

(178%)

 

 

Total distribution expenses

222.6

280.2

21%

 

 

Clean EBITDA distribution expenses as a % of total revenue

33.7%

34.8%

 

Distribution expenses as a % of total revenue

34.1%

35.0%

 

As a result of our shift from 'volume to value', we stopped player acquisition in 18 markets where the returns from marketing spend were insufficient or where there was significant regulatory uncertainty. By focusing our marketing efforts on fewer, nationally regulated and taxed markets, there was a significant reduction in customer acquisition-related spend as well as affiliates that fell to 19.3% and 5.0% of total revenue respectively. Customer bad debts increased to 1.0% of total revenue (2012: 0.7%) reflecting a change in the mix of deposits following the dotcom platform migration. However, this increase was more than offset by an associated reduction in transaction fees (see below). Third-party content costs fell by 15% in absolute terms but increased slightly as a proportion of total revenue reflecting the addition of new third-party games to our casino during the year. Webhosting and technical services costs fell by €2.1m reflecting the realisation of merger-related synergies. The net result was that Clean EBITDA distribution expenses were reduced by €59.2m or 21% to €220.1m (2012: €279.3m), representing 33.7% of total revenue (2012: 34.8%).

 

Reorganisation costs of €2.5m reflected ongoing costs of the poker platforms in Italy and France that are still operated using the Ongame software and which are due to be migrated in 2014 and costs incurred following the ISP blocking in Greece.

 

 

Administrative expenses

Year ended 31 December

2013

€million

2012

€million

Change

Transaction fees

30.1

40.9

26%

Staff costs

121.0

133.6

9%

Outsourced services

25.6

28.4

10%

Other overheads

58.0

69.5

17%

Clean EBITDA administrative expenses

234.7

272.4

14%

Depreciation

24.4

21.3

(15%)

Amortisation

68.9

95.5

28%

Impairment losses

9.4

2.0

(370%)

Market exit costs

2.5

-

n/a

Reorganisation expenses

7.0

4.7

(49%)

Administrative expenses before share-based payments

346.9

395.9

12%

Share-based payments

16.6

20.1

17%

Administrative expenses

363.5

416.0

13%

Clean EBITDA administrative expenses as a % of total revenue

36.0%

34.0%

Administrative expenses before share-based payments as a % of total revenue

53.2%

49.4%

Administrative expenses as a % of total revenue

55.7%

51.9%

 

Transaction fees fell both in absolute terms and relative to revenue reflecting the reduction in revenue, Merger-related synergies and the increased focus on nationally regulated and/or taxed markets where fees tend to be lower. Staff costs and outsourced services were reduced by €12.6m and €2.8m respectively reflecting the realisation of Merger-related synergies. Other overheads were reduced by €11.5m or 17% reflecting synergies arising from the Merger. The net result was that Clean EBITDA administration costs fell by €37.7m.

 

Taxation

The tax charge for the period was €3.8m (2012: €1.4m) reflecting an effective tax rate for Continuing operations of 6.9% (2012: 6.0%). The deferred tax credit of €6.9m (2012: €11.6m) is related to the release of deferred tax provisions set up on the Merger arising from amortisation of short life intangible assets.

 

Net cash

 

As at

31 December

2013

€million

As at

31 December

2012

€million

Cash and cash equivalents

173.3

169.7

Short-term investments

12.7

31.5

Loans and borrowings

(46.1)

(36.4)

Net cash

139.9

164.8

Payment service providers (less chargeback provision)

48.7

68.6

Net cash including amounts held by processors

188.6

233.4

Less: Client liabilities and progressive prize pools

(124.8)

(136.7)

Net cash including amounts held by processors less client liabilities

63.8

96.7

 

Cashflow

 

Continuing operations

Operating cashflow from Continuing operations increased by 49% to €61.0m (2012: €40.9m), due primarily to the prior year having been impacted by a payment of €31.5m in retroactive taxes and associated charges in Spain.

 

After dividend payments of €33.6m (2012: €33.0m), capital expenditure (including intangibles) of €45.8m (2012: €39.7m) and a reduction in short-term investments of €17.9m (2012: €8.3m), the net cash inflow in the period was €10.5m (2012 outflow: €94.9m). This was a marked increase over the prior year that was impacted by substantial share repurchases, retroactive taxes and associated charges, as well as payments relating to acquisitions made.

 

Discontinued operations

The net cash outflow arising from Discontinued operations in 2013 comprises the settlement of the Kentucky litigation for €11.9m (2012: nil) and contingent consideration due from the sale of Ongame of €0.7m (2012: nil). In 2012, the net cash outflow of €24.8m was driven primarily by the payments arising under the Non-Prosecution Agreement, the last payment of which was made in September 2012, coupled with the loss on disposal of Ongame. A summary of the Group's cashflow in the period is shown below:

 

 

2013

2012

Year ended 31 December

Continuing

€million

Discontinued

€million

Total

€million

Continuing

€million

Discontinued

€million

Total

€million

Clean EBITDA

108.0

-

108.0

164.9

(21.3)

143.6

Exchange differences

(8.0)

-

(8.0)

(5.3)

0.2

(5.1)

Movement in inventory

-

-

-

0.6

-

0.6

Movement in trade and other receivables

11.0

0.7

11.7

(21.9)

2.4

(19.5)

Movement in trade and other payables

(27.6)

-

(27.6)

(41.6)

(13.8)

(55.4)

Movement in provisions

0.2

(11.9)

(11.7)

(10.1)

-

(10.1)

Income taxes paid

(12.2)

-

(12.2)

(8.2)

-

(8.2)

Other

(0.3)

-

(0.3)

(0.3)

-

(0.3)

Net cash inflow (outflow) from operating activities pre-merger related costs

71.1

(11.2)

59.9

78.1

(32.5)

45.6

Merger-related costs

-

-

-

(0.1)

(0.5)

(0.6)

Reorganisation costs

(9.5)

-

(9.5)

(5.6)

-

(5.6)

Retroactive taxes and associated charges

(0.6)

-

(0.6)

(31.5)

-

(31.5)

Net cash inflow (outflow) from operating activities

61.0

(11.2)

49.8

40.9

(33.0)

7.9

Issue of ordinary shares

1.6

-

1.6

1.0

-

1.0

Purchase of own shares

(5.8)

-

(5.8)

(51.5)

-

(51.5)

Dividends paid

(33.6)

-

(33.6)

(33.0)

-

(33.0)

Repayment of bank borrowings

(7.6)

-

(7.6)

(32.6)

-

(32.6)

New bank borrowings

18.1

-

18.1

36.4

-

36.4

Acquisitions

-

-

-

(13.7)

-

(13.7)

Acquisitions - deferred payment

(1.8)

-

(1.8)

(8.3)

-

(8.3)

Capital expenditure

(22.3)

-

(22.3)

(29.2)

-

(29.2)

Purchases of intangible assets

(23.5)

-

(23.5)

(10.5)

-

(10.5)

Purchase of investments

-

-

-

(4.1)

-

(4.1)

Repayment of loan by joint venture

5.7

-

5.7

2.3

-

2.3

Dividend received from associate

1.5

-

1.5

-

-

-

Sale of assets held for sale

-

-

-

-

8.2

8.2

Decrease in short term investments

17.9

-

17.9

8.3

-

8.3

Other

(0.7)

-

(0.7)

(0.9)

-

(0.9)

Net cashflow

10.5

(11.2)

(0.7)

(94.9)

(24.8)

(119.7)

 

Current trading and outlook

Trading in the first 10 weeks of 2014 has been in-line with our expectations with average daily net revenue down 10% year-on-year but up 6% versus the previous quarter and with nationally regulated and/or taxed markets representing 56% of net revenue. While our shift from 'volume to value' means that our year-on-year performance remains down versus 2013, we have achieved sequential growth since the third quarter of 2013, in line with our guidance.

 

A summary of the current trading performance in terms of net revenue relative to the same period in 2013 and also to Q4 13 is shown below:

 

Average daily net revenue (€)

10 weeks to 11 March

2014

2013

% change

Q4 2013

% change

Sports betting

725,000

772,000

(6%)

680,000

7%

Casino & Games

590,000

634,000

(7%)

564,000

5%

Poker

275,000

385,000

(29%)

266,000

3%

Bingo

153,000

155,000

(1%)

141,000

9%

Total

1,743,000

1,946,000

(10%)

1,651,000

6%

% from nationally regulated and/or taxed markets

56%

51%

54%

 

While New Jersey has yet to reach its full potential because of geolocation and payment processing issues that are continuing to impact all operators, the Group has made a solid start in this newly regulated market. Despite the headwinds of lost revenue from Greece and continued pressures in European poker, based on the Group's performance to-date and the planned developments outlined above, we are confident that we can deliver year-on-year revenue and Clean EBITDA growth in 2014. As a result, the Board remains confident in the Group's prospects.

 

Principal risks

The principal risks facing the Group fall under the following headings:

 

· Technology

· Regulation and compliance

· Taxation

· Poker

 

Technology

Technology is at the core of our business, employing a third of our staff who are continuously developing our capabilities to maintain our competitive edge and keep on top of the ongoing changes in tastes and demands by consumers who increasingly want to access fun and entertainment whenever and wherever they want.

 

Our reputation for data protection and for responsible, safe and secure products and services is also upheld to a high degree by our technology capabilities.

 

As with all technology, making sure that our services are available 24/7 and remain stable at all times is a key driver of long-term success. System failures and/or errors in newly released software can destabilise services and result in them not being available to customers, or failing to provide a quality user experience. One of the main reasons why we have adopted the Agile working methodology is to increase both the quality and the number of software releases we make each year, helping us to continue to improve platform stability so that we can deliver the best possible online experience for our customers.

 

Most of our gaming technology is proprietary. We believe that this means we are better placed to manage risks associated with technological and regulatory change than those competitors that rely on third-party software and systems.

 

We plan to migrate customers in France and Italy that continue to operate on separate technology platforms later this year and this will help to reduce our risk in this general area. However, we do share the industry's general risks that arise from sourcing broadband and communications, data management and storage services as well as a raft of other services from external suppliers. Our aim is to offset these risks by not becoming overly reliant on any single supplier as well as having in place disaster recovery centres and business continuity plans.

 

Regulation and compliance

Regulation is another complex area. Managing this key risk is critical for us, particularly because of the increasing number of countries and now states in the US that are introducing regulatory regimes, each of which have different compliance requirements.

 

Our compliance obligations range from administration of our gaming licences in Gibraltar, Alderney, Austria, Denmark, France, Italy, Spain, Belgium and Schleswig-Holstein in Germany to assessing what impact country-specific and pan-regional rules and regulations might have on our business and the wider industry. While political and cultural attitudes towards online gaming are continuing to evolve as evidenced by the opening of online gaming markets in three US states in 2013 - Nevada, Delaware and New Jersey - there is always a risk that certain territories may seek to prohibit or restrict one or more of the products that we offer or online gaming entirely.

 

We have a dedicated regulatory and compliance team that reports directly to the CEO and is closely supported by our legal and regional management teams. We submit ourselves to a series of external audits as required under our gaming licences and also perform our own compliance assessments to ensure that policies and procedures are being followed and working effectively.

 

Taxation

Taxation is the third category of risk which we believe is material. Group companies operate only where they are incorporated, domiciled or registered. Revenues earned from customers located in a particular jurisdiction may give rise to further taxes in that jurisdiction. If such taxes are levied, either on the basis of existing law or the current practice of any tax authority, or by reason of a change in law or practice, then this may have a material adverse effect on the amount of tax payable by the Group. We manage these risks by considering tax as part of our overall business planning.

 

Poker

The international online poker market has struggled in recent years as several countries have regulated and ring-fenced their online gaming markets, reducing player liquidity for customers both within and outside such regulatory regimes. This has reduced the overall appeal of poker in several markets where the Group has historically had a strong presence. With a strong cross-sell from poker to casino and other games, this decline has also impacted revenues in other areas of the Group's business. To counter this trend, the Group has launched a new version of its poker product with many new social features such as missions and achievements that are aimed at broadening its appeal to a larger customer base. In addition, the opening of the online poker market in New Jersey provides a further source of growth as the US remains one of the largest poker markets in the world.

Prior Year Restatement

The prior year results were restated in respect of the two items listed below. Both relate to the attribution of fair values to the assets and liabilities acquired from bwin at the time of the Merger. The adjustments do not impact Clean EBITDA.

 

During the financial year, it was identified that in the balances acquired during the Merger, a liability which would arise on the buy-out of the minority interests of first Sajoo S.A.S and then, latterly, BES S.A.S, was not included within the valuation of intangible assets. The results for 2011 and 2012 have therefore subsequently been restated to include this liability. The 2011 results have been restated to include an increase in goodwill of €8.6m and a liability of €8.6m. In line with the Group's review of the carrying value of its intangibles, the resulting goodwill was also written-down by the same amount.

 

As a result of due diligence arising from the sale of the Ongame B2B business during 2012, certain liabilities of that business were identified to be understated at the point of the Merger and subsequent sale in 2012. The value of the liabilities in question was €1.7m (representing the adjustment agreed with Amaya in 2013 to the consideration on sale) and the results have been restated to include these within the Group's balance sheet as at the Merger date. As a result, goodwill has also been restated by €1.7m. In 2011, the value of the holding in the Ongame B2B business was impaired. Accordingly, the value of that impairment has been increased.

 

Directors' Responsibility Statement

In accordance with DTR 4.1.12 of the FCA's Disclosure and Transparency Rules, the Directors confirm to the best of their knowledge:

 

(a) the Group's financial statements have been prepared in accordance with IFRS and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and

 

(b) the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and the Company, together with a description of the principal risks and uncertainties that they face.

 

By order of the Board of Directors

Martin Weigold

Chief Financial Officer

bwin.party digital entertainment plc

 

13 March 2014

 

 

bwin.party digital entertainment plc

Audited financial information

 

Consolidated statement of comprehensive income

Year ended 31 December

Notes

2013€million

2012€million

Continuing operations

Net revenue

609.4

768.9

Other revenue

43.0

32.7

Total revenue

2

652.4

801.6

Cost of sales

(89.5)

(120.2)

Gross profit

562.9

681.4

Other operating income

3

84.1

3.9

Other operating expense

4

(9.0)

(5.6)

Administrative expenses

(363.5)

(416.0)

Distribution expenses

(222.6)

(280.2)

Clean EBITDA

108.0

164.9

Exchange losses

(8.0)

(5.3)

Merger and acquisition costs

-

(0.1)

Amortisation

(68.9)

(95.5)

Depreciation

(24.4)

(21.3)

Retroactive taxes and associated charges

5

(0.6)

(31.5)

Impairment losses

12, 13, 15

(9.4)

(2.0)

Market exit costs

6

(2.5)

-

Release of acquisition fair value provision

3

83.8

-

Share-based payments

(16.6)

(20.1)

Reorganisation costs

(9.5)

(5.6)

Profit (loss) from operating activities

6

51.9

(16.5)

Finance income

8

1.1

1.5

Finance expense

8

(10.4)

(8.7)

Share of profit of associates and joint ventures

15

2.3

0.2

Profit (loss) before tax

44.9

(23.5)

Tax expense

9

(3.8)

(1.4)

Profit (loss) after tax from Continuing operations

41.1

(24.9)

Loss after tax from Discontinued operations

10

-

(39.8)

Profit (loss) for the year

41.1

(64.7)

Other comprehensive income (expense):

Items that will or may be reclassified to profit or loss:

Exchange differences on translation of foreign operations, net of tax

(3.0)

0.0

Change in fair value of available-for-sale investments

1.3

1.3

Total comprehensive income (expense) for the year

39.4

(63.4)

Profit (loss) for the year attributable to:

Equity holders of the parent

43.9

(63.7)

Non-controlling interests

31

(2.8)

(1.0)

41.1

(64.7)

Total comprehensive income (expense) for the year attributable to:

Equity holders of the parent

42.2

(62.4)

Non-controlling interests

31

(2.8)

(1.0)

39.4

(63.4)

Earnings per share attributable to the ordinary equity holders of the parent:

Earnings (loss) per share (€ cents)

Basic

11

5.4

(7.8)

Diluted

11

5.3

(7.8)

Continuing earnings (loss) per share (€ cents)

Basic

11

5.4

(2.9)

Diluted

11

5.3

(2.9)

 

Consolidated statement of financial position

Notes

As at

31 December

2013

€million

As at

31 December

2012

(Restated)

€million

As at

31 December

2011

(Restated)

€million

Non-current assets

Intangible assets

12

626.1

679.6

738.6

Property, plant and equipment

13

36.8

42.6

32.8

Investments

15

16.1

25.8

23.1

Other receivables

16

10.9

6.8

-

689.9

754.8

794.5

Current assets

Assets held for sale

-

-

51.3

Inventories

-

-

0.6

Trade and other receivables

16

126.9

139.4

129.7

Short-term investments

17

12.7

31.5

39.7

Cash and cash equivalents

18

173.3

169.7

289.0

312.9

340.6

510.3

Total assets

1,002.8

1,095.4

1,304.8

Current liabilities

Trade and other payables

19

(60.6)

(73.7)

(112.7)

Income and gaming taxes payable

(43.2)

(37.6)

(28.7)

Client liabilities and progressive prize pools

20

(124.8)

(136.7)

(156.2)

Provisions

21

-

(16.0)

(10.8)

Loans and borrowings

22

(23.0)

(6.9)

(33.2)

Liabilities held for sale

-

-

(29.4)

(251.6)

(270.9)

(371.0)

Non-current liabilities

Trade and other payables

19

(13.6)

(13.4)

(13.8)

Provisions

21

-

(78.9)

(77.7)

Loans and borrowings

22

(23.1)

(29.5)

-

Deferred tax

23

(36.9)

(44.1)

(59.1)

(73.6)

(165.9)

(150.6)

Total liabilities

(325.2)

(436.8)

(521.6)

Total net assets

677.6

658.6

783.2

Equity

Share capital

26

0.1

0.1

0.2

Share premium account

30

2.2

0.6

1,018.4

Own shares

26

(5.2)

(9.9)

(7.1)

Capital contribution reserve

24.1

24.1

24.1

Capital redemption reserve

0.0

0.0

-

Available-for-sale reserve

2.6

1.3

-

Retained earnings

1,240.5

1,224.1

330.3

Other reserve

(573.7)

(573.7)

(573.7)

Currency reserve

(8.2)

(5.2)

(5.2)

Equity attributable to equity holders of the parent

682.4

661.4

787.0

Non-controlling interests

31

(4.8)

(2.8)

(3.8)

Total equity

677.6

658.6

783.2

 

 

Consolidated statement of changes in equity

 Year ended 31 December 2013

As at

1 January 2013

(Aspreviously stated)

€million

Effect of prior year adjustment

€million

As at

1 January 2013

(As restated)

€million

Share of additional investment

€million

Other

issue of

shares

€million

Dividends paid

€million

Purchase

of shares

€million

Cancellation of share premium

€million

Total comprehensive income for the year

€million

Other

share-based payments

€million

As at

31 December

2013

€million

Share capital

0.1

-

0.1

-

-

-

-

-

-

-

0.1

Share premium account

0.6

-

0.6

-

1.6

-

-

-

-

-

2.2

Own shares

(9.9)

-

(9.9)

-

6.3

-

(1.6)

-

-

-

(5.2)

Capital contribution reserve

24.1

-

24.1

-

-

-

-

-

-

-

24.1

Capital redemption reserve

0.0

-

0.0

-

-

-

0.0

-

-

-

0.0

Available-for-sale reserve

1.3

-

1.3

-

-

-

-

-

1.3

-

2.6

Retained earnings

1,234.4

(10.3)

1,224.1

-

(6.3)

(33.6)

(4.2)

-

43.9

16.6

1,240.5

Other reserve

(573.7)

-

(573.7)

-

-

-

-

-

-

-

(573.7)

Currency reserve

(5.2)

-

(5.2)

-

-

-

-

-

(3.0)

-

(8.2)

Total attributable to equity holders of parent

 

671.7

 

(10.3)

661.4

-

1.6

(33.6)

(5.8)

-

42.2

16.6

682.4

Non-controlling interests

(2.8)

-

(2.8)

0.8

-

-

-

-

(2.8)

-

(4.8)

Total equity

668.9

(10.3)

658.6

0.8

1.6

(33.6)

(5.8)

-

39.4

16.6

677.6

 

 

Year ended 31 December 2012

As at

1 January 2012

(As previously stated)

€million

Effect of prior year adjustment

€million

As at

1 January 2012

(As restated)

€million

Disposal of minority interest

€million

Other

issue of

shares

€million

Dividends paid

€million

Purchase

of shares

€million

Cancellation of share premium

€million

Total comprehensive expense for the year

€million

Other

share-based payments

€million

As at

31 December

2012

(As restated)

€million

Share capital

0.2

-

0.2

-

-

-

(0.1)

-

-

-

0.1

Share premium account

1,018.4

-

1,018.4

-

1.1

-

-

(1,018.9)

-

-

0.6

Own shares

(7.1)

-

(7.1)

-

4.8

-

(7.6)

-

-

-

(9.9)

Capital contribution reserve

24.1

-

24.1

-

-

-

-

-

-

-

24.1

Capital redemption reserve

-

-

-

-

-

-

0.0

-

-

-

0.0

Available-for-sale reserve

-

-

-

-

-

-

-

-

1.3

-

1.3

Retained earnings

340.6

(10.3)

330.3

-

-

(33.0)

(48.7)

1,018.9

(63.7)

20.3

1,224.1

Other reserve

(573.7)

-

(573.7)

-

-

-

-

-

-

-

(573.7)

Currency reserve

(5.2)

-

(5.2)

-

-

-

-

-

0.0

-

(5.2)

Total attributable to equity holders of parent

 

797.3

 

(10.3)

787.0

-

5.9

(33.0)

(56.4)

-

(62.4)

20.3

661.4

Non-controlling interests

(3.8)

-

(3.8)

2.0

-

-

-

-

(1.0)

-

(2.8)

Total equity

793.5

(10.3)

783.2

2.0

5.9

(33.0)

(56.4)

-

(63.4)

20.3

658.6

 

Share premium is the amount subscribed for share capital in excess of nominal value. During 2012 the Company cancelled €1,019m of its share premium account (see note 30).

 

Capital contribution reserve is the amount arising from share-based payments made by parties associated with the original Principal Shareholders and cash held by the Employee Trust.

 

Capital redemption reserve is the amount transferred from share capital on redemption of issued shares.

 

Available-for-sale reserve is the change in fair value arising on financial assets classified as available for sale.

 

Retained earnings represent cumulative profit / (loss), share-based payments and any other items of other comprehensive income not disclosed as separate reserves in the table above.

 

The other reserve of €573.7 million is the amount arising from the application of accounting which is similar to the pooling of interests method, as set out in the Group's accounting policies.

 

Currency reserve represents the gains/losses arising on retranslating the net assets of overseas operations into Euros.

 

Non-controlling interests relate to the interests of other shareholders in certain subsidiaries (see note 31).

 

Consolidated statement of cashflows

 

Year ended 31 December

2013€million

2012€million

Profit (loss) for the year

41.1

(64.7)

Adjustments for:

Depreciation of property, plant and equipment

24.4

21.3

Amortisation of intangibles

68.9

95.5

Adjustment to consideration of prior business combinations

1.4

-

Impairment of property, plant and equipment

1.0

-

Impairment of acquired intangible assets

2.3

-

Impairment of available-for-sale investments

6.1

2.0

Share of profit of associates and joint ventures

(2.3)

(0.2)

Interest expense

10.4

8.9

Interest income

(1.1)

(1.5)

Increase in reserves due to share-based payments

16.6

20.3

Loss (profit) on sale of property, plant and equipment

0.8

(0.2)

Loss on sale of assets held for sale

-

17.3

Income tax expense

3.8

1.8

Operating cashflows before movements in working capital and provisions

173.4

100.5

Decrease in inventory

-

0.6

Decrease (increase) in trade and other receivables

11.7

(19.5)

Decrease in trade and other payables

(27.6)

(55.4)

Decrease in provisions

(95.5)

(10.1)

Cash generated from operations

Cash generated from operations

62.0

16.1

Income taxes paid

(12.2)

(8.2)

Net cash inflow from operating activities

49.8

7.9

Investing activities

Acquisition of subsidiaries and businesses

-

(13.7)

Acquisition of subsidiaries and businesses - deferred payment

(1.8)

(8.3)

Purchases of intangible assets

(23.5)

(10.5)

Purchases of property, plant and equipment

(22.3)

(29.2)

Sale of property, plant and equipment

-

0.6

Purchase of investments

-

(4.1)

Repayment of loan by joint venture

5.7

2.3

Dividend received from associate

1.5

-

Sale of assets held for sale

-

8.2

Interest received

1.1

1.5

Decrease in short-term investments

17.9

8.3

Net cash used by investing activities

(21.4)

(44.9)

Financing activities

Issue of ordinary shares

1.6

1.0

Purchase of own shares

(5.8)

(51.5)

Dividends paid

(33.6)

(33.0)

Repayment of bank borrowings

(7.6)

(32.6)

New bank borrowings

18.1

36.4

Interest paid

(1.8)

(3.0)

Net cash used in financing activities

(29.1)

(82.7)

Net increase (decrease) in cash and cash equivalents

(0.7)

(119.7)

Exchange differences

4.3

0.4

Cash and cash equivalents at beginning of the year

169.7

289.0

Cash and cash equivalents at end of the year

173.3

169.7

 

 

 

Segregated cash

Included within cash and cash equivalents is €30.3m (2012: €27.1m) related to cash held in segregated accounts in certain regulated markets.

 

Notes to the audited consolidated financial information

 

1. Accounting policies

Basis of preparation

The consolidated financial information has been prepared in accordance with those International Financial Reporting Standards including International Accounting Standards (IASs) and interpretations, (collectively 'IFRS'), published by the International Accounting Standards Board ('IASB') which have been adopted by the European Commission and endorsed for use in the EU for the purposes of the Group's full year financial statements.

 

The consolidated financial information complies with the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act 1930 (as amended).

 

The financial information does not constitute the Group's statutory accounts for the year ended 31 December 2013 or the year ended 31 December 2012, but is derived from those accounts. The financial information is presented in Euro and rounded to the nearest €0.1m.

 

Statutory accounts for the year ended 31 December 2013 will be filed with Companies House Gibraltar following the Company's Annual General Meeting. The auditors have reported on those accounts and their report was unqualified and did not contain statements under section 10(2) of the Gibraltar Companies (Accounts) Act 1999 or section 182(1) (a) of the Gibraltar Companies Act. Statutory accounts for the year ended 31 December 2012 have been delivered to the Registrar of Companies in Gibraltar together with a report under section 10 of the Gibraltar Companies (Accounts) Act 1999.

 

Since the Group has made a prior year restatement, under the requirements of IAS 1 - Presentation of Financial Statements the statement of financial position as at 31 December 2011 is also included.

 

Adoption of new and revised Standards and Interpretations

The following new and revised Standards and Interpretations issued by the International Accounting Standards Board ('IASB'), are effective for the first time in the current financial year and have been adopted by the Group with no effect on its consolidated results or financial position:

 

IAS 1 (Amended)

Presentation of Items of Other Comprehensive Income (effective for annual periods beginning on or after 1 July 2012)

 

IAS 19 (Amended)

 

 

Employee Benefits (effective for annual periods beginning on or after 1 January 2013)

 

IFRS 7 (Amended)

Disclosures - Offsetting of financial assets and financial liabilities (effective for annual periods beginning on or after 1 January 2013)

 

IFRS 13

Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)

 

The following relevant standards and interpretations were issued by the IASB or the IFRIC before the period end but are as yet not effective for the 2013 year end:

 

IAS 27 (Amended)

Separate Financial Statements (effective for annual periods beginning on or after 1 January 2014)**

 

IAS 28 (Amended)

Investments in Associates and Joint Ventures (effective for annual periods beginning on or after 1 January 2014)

 

IAS 32 (Amended)

Offsetting of financial assets and financial liabilities (effective for annual periods beginning on or after 1 January 2014)

 

IAS 36 (Amended)

Recoverable amount disclosures for non-financial assets (effective for annual periods beginning on or after 1 January 2014)*

 

  

1. Accounting policies (continued)

IFRS 9

Financial Instruments (effective date uncertain)*

 

IFRS 10

Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)**

 

IFRS 11

Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)

 

IFRS 12

Disclosure of Interests in Other Entities (effective for annual periods beginning on or after 1 January 2014)**

 

* Not yet endorsed by the EU.

** Original standards have been endorsed, further amendments to the standards are yet to be endorsed.

 

The Group is currently assessing the impact, if any, that these standards will have on the presentation of, and recognition in its consolidated results in future periods.

 

Basis of accounting

The consolidated and company financial statements have been prepared under the historical cost convention other than for the valuation of certain financial instruments.

 

Critical accounting policies, estimates and judgements

The preparation of financial statements under IFRS requires the Group to make estimates and judgements that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

Included in this note are accounting policies which cover areas that the Directors consider require estimates, judgements and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. These policies, together with references to the related notes to the financial statements, can be found as follows:

 

Revenue recognition

note 1

Intangible assets and impairment of goodwill

note 12

Regulatory compliance, litigation and contingent liabilities

note 25

Acquisition accounting and value of acquired assets and liabilities and contingent consideration payable

n/a

Provisions

note 21

Tax including deferred tax

note 9 and 23

Disposal accounting and contingent consideration receivable

n/a

Share-based payments

n/a

 

Basis of consolidation

Under section 10(2) of the Gibraltar Companies (Consolidated Accounts) Act 1999, the Company is exempt from the requirement to present its own statement of comprehensive income.

 

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

 

 

1. Accounting policies (continued)

Accounting for the Company's acquisition of the controlling interest in bwin.party holdings Limited (formerly PartyGaming Holdings Limited)

The Company's controlling interest in its directly held, wholly-owned subsidiary, bwin.party Holdings Limited (formerly PartyGaming Holdings Limited), was acquired through a transaction under common control, using a form of accounting that is similar to pooling of interests.

 

Accounting for subsidiaries

A subsidiary is an entity controlled directly or indirectly by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

On the date of acquisition the assets and liabilities of the relevant subsidiaries are measured at their fair values. The non-controlling interest is stated at the non-controlling interest's proportion of the fair values of the assets and liabilities recognised.

 

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

 

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Investments in subsidiaries held by the Company are carried at cost less any impairment in value.

 

Business combinations

Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the income statement as incurred. The acquiree's identifiable assets and liabilities are recognised at their fair values at the acquisition date.

 

The interest of the non-controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling shareholders' proportion of the net fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made on an acquisition-by-acquisition basis.

 

Investments

Investments include investments in associates, joint ventures and available for sale investments.

 

Available for sale investments

Non-derivative financial assets classified as available-for-sale comprise the Group's strategic investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised directly in equity. In accordance with IAS 39, a significant or prolonged decline in the fair value of an available-for-sale financial asset is recognised in the consolidated statement of comprehensive income.

 

Purchases and sales of available-for-sale financial assets are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the available for sale reserve. On sale, the amount held in the available-for-sale reserve associated with that asset is removed from equity and recognised in the consolidated statement of comprehensive income.

 

Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

 

 

1. Accounting policies (continued)

The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Group's interest in that associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

 

Investments in joint ventures

A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

 

The Group reports its interests in jointly controlled entities using the equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the joint venture, less any impairment in the value of the investment. Losses of a joint venture in excess of the Group's interest in that investment are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

 

Intangible assets

Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured.

 

Goodwill

Goodwill is measured as the excess of the sum of the fair value of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Group's previously held equity interest in the acquiree, if any, over the net amounts of identifiable assets acquired in the subsidiary, associate or jointly controlled entity and liabilities assumed at the acquisition date.

 

For acquisitions where the agreement date is on or after 31 March 2004, goodwill is not amortised and is reviewed for impairment at least annually. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. Goodwill arising on earlier acquisitions was being amortised over its estimated useful life of 20 years. In accordance with the transitional provisions of IFRS 3 Business Combinations, the unamortised balance of goodwill at 31 December 2004 was frozen and reviewed for impairment and will be reviewed for impairment at least annually.

 

Externally acquired intangible assets

Intangible assets are recognised on business combinations if they are separate from the acquired entity or give rise to other contractual or legal rights. Identifiable assets are recognised at their fair value at the acquisition date. The identified intangibles are amortised over the useful economic life of the assets.

 

Internally generated intangible assets - research and development expenditure

Expenditure incurred on development activities, including the Group's software development, is capitalised only where the expenditure will lead to new or substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials, labour and an appropriate proportion of overheads. All other development expenditure is expensed as incurred.

 

Subsequent expenditure on capitalised intangible assets is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain the related intangible asset's current level of performance, is expensed as incurred.

 

Licence costs

Expenditure incurred in order to obtain gaming licences is capitalised and amortised over the life over the licence.

 

1. Accounting policies (continued)

Amortisation of intangible assets

Amortisation is provided to write-off the cost of all intangible assets, with the exception of goodwill, over the periods the Group expects to benefit from their use, and varies between:

 

Brand and domain names

- 5% to 20% per annum

Broadcast libraries

- 50% per annum

Capitalised development expenditure

- 20% to 33% per annum

Contractual relationships

- over the length of the contract

Customer lists and contracts

- 5% to 50% per annum

Intellectual property and gaming licences

- over the length of the licence

Software

- 20% to 33% per annum

 

Impairment of goodwill, other intangibles and property, plant and equipment

At the end of each reporting year, an impairment review of goodwill is completed. In addition, the Group reviews the carrying amounts of its other intangibles and property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cashflows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cashflows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cashflows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Impairments related to goodwill are not reversed.

 

Property, plant and equipment

All property, plant and equipment are stated at cost, less accumulated depreciation, with the exception of freehold land and buildings which are stated at cost and are not depreciated.

 

Assets in the course of construction are carried at cost, less any recognised impairment loss. Cost includes directly attributable costs incurred in bringing the assets to working condition for their intended use, including professional fees. Depreciation commences when the assets are ready for their intended use.

 

Depreciation is provided to write-off the cost, less estimated residual values, of all property, plant and equipment with the exception of freehold land and buildings, evenly over their expected useful lives. It is calculated at the following rates:

 

Leasehold improvements

- over length of lease

Plant, machinery, computer equipment

- 33% per annum

Fixtures, fittings, tools and equipment, vehicles

- 20% per annum

 

Where an item of property, plant or equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment.

 

1. Accounting policies (continued)

Subsequent expenditure is capitalised where it is incurred to replace a component of an item of plant, property or equipment where that item is accounted for separately including major inspection and overhaul. All other subsequent expenditure is expensed as incurred, unless it increases the future economic benefits to be derived from that item of plant, property and equipment.

 

Segment information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. Each segment's operating results are regularly reviewed by the Group to make decisions about resources to be allocated to the segment and assess its performance. The method for determining what information to report is based on the way management organises the operating segments within the Group for decision-making purposes and for the assessment of financial performance. The Group reviews financial statements presented by product type which are supplemented by some information about geographic regions for the purposes of making operating decisions and assessing financial performance. Therefore, the Group has determined that it is appropriate to report according to product segment.

 

Revenue

Revenue from online gaming, comprising sports betting, casino & games, poker, bingo, and network services (third-party entities that use the Group's platform and certain services), is recognised in the accounting periods in which the gaming transactions occur.

 

Revenue is measured at the fair value of the consideration received or receivable. Net revenue consists of net gaming revenue and revenue generated from foreign exchange commissions on customer deposits and withdrawals and account fees.

 

Sports betting, casino & games and bingo net gaming revenue represents net house win adjusted for the fair market value of gains and losses on open betting positions, certain promotional bonuses and the value of loyalty points accrued. Poker net gaming revenue represents the commission charged or tournament entry fees where the player has concluded his or her participation in the tournament less certain promotional bonuses and the value of loyalty points accrued. Revenue generated from foreign exchange commissions on customer deposits and withdrawals and account fees is allocated to each reporting segment.

 

Other revenue consists primarily of revenue from network services, third-party payment services, sale of domain names, financial markets, software services and fees from broadcasting, hosting and subscriptions. Revenue in respect of network service arrangements where the third-party owns the relationship with the customer is the net commission invoiced.

 

Interest income is recognised on an accruals basis.

 

Cost of sales

Cost of sales consists primarily of betting and gaming taxes and broadcasting costs.

 

Broadcasting costs are expensed over the applicable lifecycle of each programme based upon the ratio of the current year's revenue to the estimated remaining total revenues.

 

Foreign currency

Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which they operate (their 'functional currency') are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the end of the reporting year. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the consolidated statement of comprehensive income, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation, in which case exchange differences are recognised in a separate component of equity.

 

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the end of the reporting year. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in equity (the 'currency reserve').

 

1. Accounting policies (continued)

Exchange differences recognised in the statement of comprehensive income of group entities' separate financial statements on the translation of long-term monetary items forming part of the group's net investment in the overseas operation concerned are reclassified to the currency reserve on consolidation.

 

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.

 

The financial statements were translated into Euros at the following rates:

 

31-Dec-13

Average 2013

31-Dec-12

Average 2012

Argentinean Pesos (ARG)

0.1113

0.1367

0.1541

0.1697

British Pound (GBP)

1.2031

1.1766

1.2318

1.2343

Bulgarian Lev (BGN)

0.5113

0.5113

0.5113

0.5113

Indian Rupees (INR)

0.1199

0.1224

0.0138

0.0145

Israeli Shekel (ILS)

0.2094

0.2087

0.2030

0.2015

Swedish Kronas (SEK)

0.1129

0.1155

0.1165

0.1153

Ukraine Hryvnia (UAH)

0.0881

0.0934

0.0949

0.0973

US Dollar (USD)

0.7259

0.7516

0.7575

0.7751

 

Taxation

Income tax expense represents the sum of the Directors' best estimate of taxation exposures and deferred tax.

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using rates that have been enacted or substantively enacted by the end of the reporting year.

 

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences other than where IAS 12 Income Taxes contains specific exemptions.

 

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

 

1. Accounting policies (continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Assets held for sale

Non-current assets and disposal groups are classified as held for sale if the carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as being met only when the sale is highly probable, management is committed to a sale plan, the asset is available for immediate sale in its present condition and the sale is expected to be completed within one year from the date of classification. These assets are measured at the lower of carrying value and fair value less associated costs of sale.

 

Share-based payments

The Group has applied the requirements of IFRS 2 Share-based Payments. The Group issues equity settled share-based payments to certain employees.

 

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period and based, for those share options which contain only non-market vesting conditions, on the Group's estimate of the shares that will eventually vest. Fair value is measured by use of a suitable option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

 

For cash-settled share-based payment transactions, the goods or services received and the liability incurred are measured at the fair value of the liability. Up to the point at which the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with changes being recorded in the consolidated statement of comprehensive income. The Group records the expense based on the fair value of the share-based payments on a straight-line basis over the vesting period. For cash payments made by parties related to Principal Shareholders, the charge is recorded when there is a commitment to make the payment.

 

Where equity instruments of the parent company or a subsidiary are transferred, or cash payments based on the Company's (or a subsidiary's) share price are made, by shareholder(s) or entities that are effectively controlled by one or more shareholder(s), the transaction is accounted for as a share-based payment, unless the transfer or payment is clearly for a purpose other than payment for goods or services supplied to the Group.

 

Where equity instruments are transferred by one or more shareholder(s), the amount recorded in reserves is included in the share-based payment reserve. Where a cash payment is made, this is recorded as a capital contribution.

 

Own shares

Own shares relate to shares gifted to the Employee Trust by the Company. The cash cost of own shares creates an own share reserve.

 

When options issued by the Employee Trust are exercised the own share reserve is reduced and a gain or loss is recognised in reserves based on proceeds less weighted-average cost of shares initially purchased now exercised.

 

Own shares repurchased in cash as part of the share buy-back programme are debited to reserves. The shares are cancelled at nominal value with a corresponding entry taken to the capital redemption reserve.

 

Provisions and contingent liabilities

The Group recognises a provision in the consolidated statement of financial position when it has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

 

 

 

1. Accounting policies (continued)

Where the Group has a possible obligation as a result of a past event that may, but probably will not, result in an outflow of economic benefits, no provision is made. Disclosures are made of the contingent liability including, where practicable, an estimate of the financial effect, uncertainties relating to the amount or timing of outflow of resources, and the possibility of any reimbursement.

 

Where time value is material, the amount of the related provision is calculated by discounting the cashflows at a pre-tax rate that reflects market assessments of the time value of money and any risks specific to the liability.

 

Leased assets

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the consolidated statement of comprehensive income.

 

Rentals payable under operating leases are charged directly to the consolidated statement of comprehensive income on a straight-line basis over the term of the relevant lease.

 

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

 

Financial assets

The Group's financial assets which are financial instruments are categorised as loans, receivables and available-for-sale financial assets.

 

These include restricted cash and unrestricted bank deposits with maturities of more than three months. Amounts held as security deposits are considered to be restricted cash. There are no financial assets that are classified as 'held to maturity'. A category for 'in the money' derivative financial instruments was not required since derivative financial instruments held as at 31 December 2013 were not significant (no derivate instruments held as at 31 December 2012).

 

Non-derivative financial assets classified as available-for-sale comprise the Group's strategic investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised directly in equity. In accordance with IAS 39, a significant or prolonged decline in the fair value of an available-for-sale financial asset is recognised in the consolidated statement of comprehensive income.

 

Purchases and sales of available-for-sale financial assets are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the available for sale reserve. On sale, the amount held in the available-for-sale reserve associated with that asset is removed from equity and recognised in the consolidated statement of comprehensive income.

 

Short-term investments are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They are initially recognised at fair value, plus transaction costs directly attributable to their acquisition or issue. They are subsequently carried at amortised cost using the effective interest rate method, less any provisions for impairment.

 

Trade and other receivables represent short-term monetary assets which are recognised at fair value less impairment and other related provisions, which are recognised when there is objective evidence (primarily default or significant delay in payment) that the Group will be unable to collect all of the amounts due. The amount of such a provision is the difference between the net carrying amount and the present value of the future expected cashflows associated with the impaired receivable.

 

Cash comprises cash in hand and balances with financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. They include unrestricted short-term bank deposits originally purchased with maturities of three months or less.

 

1. Accounting policies (continued)

Financial liabilities

The Group's financial liabilities are all categorised as financial liabilities measured at amortised cost. Financial liabilities include the following items:

 

> Client liabilities, including amounts due to progressive prize pools.

> Trade payables and other short-term monetary liabilities which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method, which ensures that interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position.

> Loans and borrowings, comprising bank borrowings and overdrafts, which are initially recognised at fair value, net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently valued at amortised cost using the effective interest rate method. Interest expense in this context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding.

> A category for 'out of the money' derivative financial instruments was not required since derivative financial instruments held as at 31 December 2013 were not significant (no derivate instruments held as at 31 December 2012).

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group's ordinary shares are classified as equity instruments.

 

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.

 

2. Segment information

 

For management purposes and transacting with customers, the Group's operations were historically segmented into the following reporting segments:

 

> sports betting,

> casino & games,

> poker,

> bingo and

> unallocated corporate (including World Poker Tour, InterTrader.com, WIN.com, software services and

the payment services business).

 

These segments are the basis upon which the Group reported its segment information. Unallocated corporate expenses, assets and liabilities relate to the Group as a whole and are not allocated to individual segments.

 

Following the Merger, a review was undertaken of the need to change the Group's reporting of results to the Chief Operating Decision Makers ('CODMs') which has had a consequential effect on the reporting of segmental information under IFRS 8. Accordingly, since 1 January 2013 the Group's operations are segmented into the following reporting segments:

 

> sports betting,

> casino & games,

> poker,

> bingo and

> other

 

The segment 'other' includes a number of businesses that in aggregate are not large enough to account for more than 10% of the Group's revenues, Clean EBITDA or assets. Included within this segment are: World Poker Tour; the third party payment processing business, Kalixa; the financial spreadbetting business, InterTrader; software services, social gaming, profit on domain sales and the Winners retail business.

 

 

2. Segment information (continued)

 

Under the previous basis of segmental reporting, costs that were not able to be directly allocated to a particular vertical were allocated pro rata to the net revenue generated by each vertical. As the proportion of the Group's revenue that is subject to national regulation and taxes increased, certain segments were allocated a disproportionately high share of central costs. Under the new basis of segmental reporting, a higher proportion of costs are allocated directly to each segment, and the remaining central costs are now allocated pro rata to gross profit.

 

The new basis also aims to reflect more appropriately the fact that certain product verticals are dependent on the cross-sell of players from other product verticals and thus includes a reallocation of marketing costs between these verticals in order to more accurately reflect the true profitability of that segment on a standalone basis.

 

Under the new basis of segmental reporting, unallocated corporate expenses are now allocated to each of these operating segments. The measure of reporting segment performance was historically Clean EBITDA and the basis for arriving at this is the same as the Group accounts. This will continue to be the case in future periods.

 

The Group will disclose the new basis for the current year and the old basis for both the current year and prior year. It has not been possible to provide a comparable Clean EBITDA figure by vertical on the new basis for the prior year as the new organisation structure did not then exist.

 

New basis of reporting

 

Year ended 31 December 2013

Sportsbetting€million

Casino & Games€million

Poker€million

Bingo€million

Other€million

Consolidated€million

Total operations

Net revenue

234.0

212.8

110.1

52.5

-

609.4

Other revenue

1.8

2.8

4.5

0.6

33.3

43.0

Total revenue

235.8

215.6

114.6

53.1

33.3

652.4

Clean EBITDA

53.7

45.0

7.7

8.2

(6.6)

108.0

Profit (loss) before tax

28.4

42.3

(6.3)

1.2

(20.7)

44.9

 

Old basis of reporting

 

Year ended 31 December 2013

Sportsbetting€million

Casino & Games€million

Poker€million

Bingo€million

Unallocatedcorporate€million

Consolidated€million

Total operations

Net revenue

234.0

212.8

110.1

52.5

-

609.4

Other revenue

1.8

2.8

4.5

0.6

33.3

43.0

Total revenue

235.8

215.6

114.6

53.1

33.3

652.4

Clean EBITDA

23.2

72.6

22.3

12.9

(23.0)

108.0

Profit (loss) before tax

(33.5)

37.6

(3.1)

(1.7)

45.6

44.9

 

 

2. Segment information (continued)

 

Year ended 31 December 2012

Sportsbetting€million

Casino & Games€million

Poker€million

Bingo€million

Unallocatedcorporate€million

Consolidated€million

Continuing operations

Net revenue

262.8

268.8

173.8

63.5

-

768.9

Other revenue

0.1

2.4

2.7

0.8

26.7

32.7

Total revenue

262.9

271.2

176.5

64.3

26.7

801.6

Clean EBITDA

42.7

80.1

28.5

18.8

(5.2)

164.9

Profit (loss) before tax

(35.6)

28.7

(15.9)

5.8

(6.5)

(23.5)

Discontinued operations

Net revenue

-

-

-

-

-

-

Other revenue

-

-

10.4

-

-

10.4

Total revenue

-

-

10.4

-

-

10.4

Clean EBITDA

-

-

(21.3)

-

-

(21.3)

Loss before tax

-

-

(39.4)

-

-

(39.4)

Total operations

Net revenue

262.8

268.8

173.8

63.5

-

768.9

Other revenue

0.1

2.4

13.1

0.8

26.7

43.1

Total revenue

262.9

271.2

186.9

64.3

26.7

812.0

Clean EBITDA

42.7

80.1

7.2

18.8

(5.2)

143.6

Profit (loss) before tax

(35.6)

28.7

(55.3)

5.8

(6.5)

(62.9)

 

Other revenue was up 31% to €43.0m (2012: €32.7m), with growth across all categories year on year. The major constituents of other revenue are: WPT (€10.3m), domain sales (€6.7m), B2B (€6.0m) and Winners (€4.9m).

 

Geographical analysis of total revenue

The following table provides an analysis of the Group's Continuing total revenue by geographical segment:

 

Year ended 31 December

2013€million

2012€million

Germany

155.3

176.0

United Kingdom

68.4

81.6

Other

428.7

544.0

Total revenue

652.4

801.6

 

3. Other operating income

 

Year ended 31 December

2013€million

2012€million

Release of acquisition fair value provision

83.8

-

Other

0.3

3.9

84.1

3.9

 

The release of fair value provision relates to the settlement of certain legal and regulatory disputes, created at the time of the Merger.

 

4. Other operating expenses

 

Year ended 31 December

2013€million

2012€million

Merger and acquisition costs - aborted

1.0

-

Merger and acquisition costs - successful

-

0.1

Exchange losses

8.0

5.3

Other

-

0.2

9.0

5.6

 

 

5. Retroactive taxes and associated charges

 

During 2012, the Spanish tax authority contacted all of the major online gaming operators and made clear that, in their opinion, any online operator that has ever accepted customers from Spain has an obligation to pay Spanish taxes under two laws, one dating from 1966 and the other from 1977. Previously these laws were applied to operators based in Spain carrying out offline gaming activities and to certain kinds of bets (other than fixed odd bets). As a result, together with a number of other operators, we completed a tax self-assessment in accordance with the Spanish Tax Authority's requirements and made a payment of €25.6m in respect of periods prior to June 2011. Including associated surcharges and interest, this resulted in a charge of €31.5m in the prior year.

 

The charge in the period of €0.6m relates to a settlement payment made to Belgian authorities in connection with obtaining access to the Belgian gaming market through a joint venture with a Belgian land based gaming operator.

 

6. Profit (loss) from operating activities

 

Year ended 31 December

2013€million

2012€million

This has been arrived at after charging (crediting):

Directors' emoluments

3.5

10.2

Amortisation of intangibles

68.9

95.5

Depreciation on property, plant and equipment

24.4

21.3

Loss (profit) on disposal of fixed assets

0.8

(0.2)

Exchange loss

8.0

5.3

Reorganisation expenses

9.5

5.6

Impairment losses - trade receivables (bad debts)

6.3

7.7

Impairment losses - associates

-

2.0

Impairment losses - available-for-sale investments

6.1

-

Impairment losses - acquired intangibles

2.3

-

Impairment losses - property, plant and equipment

1.0

-

Market exit costs

2.5

-

Auditors' remuneration - audit services

0.9

0.8

Auditors' remuneration - audit related services

0.1

0.1

Auditors' remuneration - transaction services

0.3

0.1

Merger and acquisition costs

1.0

0.1

 

Market exit costs relate to expenses incurred on the Group's exit from the Argentinean market. These totalled €2.5m in the period (2012: nil).

 

7. Staff costs

 

Year ended 31 December

2013€million

2012€million

Aggregate remuneration including Directors comprised:

Wages and salaries

105.5

110.6

Share-based payments

16.6

20.1

Employer social insurance contribution

17.2

14.3

Other benefits

5.3

8.7

144.6

153.7

Details of Directors' emoluments are set out in the Remuneration Report.

 

7. Staff costs (continued)

 

Year ended 31 December

2013

2012

Average number of employees

Directors

11

14

Administration

185

191

Customer service

535

588

Others

2,087

2,114

2,818

2,907

 

8. Finance income and expense

 

Year ended 31 December

2013€million

2012€million

Interest income

1.1

1.5

Finance income

1.1

1.5

Interest expense

(1.8)

(1.5)

Unwinding of discount on current and non-current liabilities

(8.6)

(7.2)

Finance expense

(10.4)

(8.7)

Net finance expense

(9.3)

(7.2)

 

9. Tax

 

Analysis of tax charge

 

2013

2012

Year ended 31 December

Continuing operations€million

Discontinued operations€million

Total€million

Continuing operations€million

Discontinued operations€million

Total€million

Current tax expense for the year

10.7

-

10.7

13.0

0.4

13.4

Deferred tax credit for the year

(6.9)

-

(6.9)

(11.6)

-

(11.6)

Tax expense

3.8

-

3.8

1.4

0.4

1.8

 

The effective tax rate for continuing operations for the year based on the associated tax expense is 8.5% (2012: 6.0%).

 

The total expense for the year can be reconciled to accounting profit (loss) as follows:

 

Year ended 31 December

Note

2013€million

2012€million

Profit (loss) before tax from Continuing operations

44.9

(23.5)

Loss before tax from Discontinued operations

10

-

(39.4)

Loss before tax

44.9

(62.9)

Tax rate in Gibraltar of 10% (2012: 10%)

4.5

(6.3)

Effect of tax in other jurisdictions

6.3

8.7

Effect of non-taxable income

(8.4)

-

Effect of expenses not allowed for tax purposes

1.4

(0.6)

Total income tax expense for the year

3.8

1.8

 

The expenses not allowed for tax purposes are primarily amortisation and impairment of intangible assets.

 

Factors affecting the tax charge for the year

The Group's policy is to manage, control and operate Group companies only in the countries in which they are registered. At the period end there were Group companies registered in 24 countries including Gibraltar. However, the rules and practice governing the taxation of eCommerce activity are evolving in many countries. It is possible that the amount of tax that will eventually become payable may differ from the amount provided in the financial information.

 

9. Tax (continued)

 

Factors that may affect future tax charges

As the Group is involved in worldwide operations, future tax charges will be affected by the levels and mix of profitability in different jurisdictions.

 

Future tax charges will be reduced by a deferred tax credit in respect of amortisation of certain acquired intangibles.

 

10. Discontinued operations

 

Discontinued operations consists of the following:

 

Ongame B2B

On 31 October 2012 the Group sold the Ongame B2B business it acquired as part of the Merger to Amaya Gaming Group Inc.

 

US

US refers to those operations located physically outside of the US but which relate to US customers that were no longer accepted following the enactment of the UIGEA.

 

Consolidated statement of comprehensive income relating to discontinued operations

 

Year ended 31 December

Notes

2013

€million

2012

€million

Other revenue

-

10.4

Total revenue

-

10.4

Gross profit

-

10.4

Other operating income

-

(1.0)

Administrative expenses

-

(15.3)

Loss on disposal of assets held for sale

-

(17.3)

Provisions in year

-

(11.9)

Distribution expenses

-

(4.1)

Loss from operating activities

-

(39.2)

Finance expense

-

(0.2)

Loss before tax

-

(39.4)

Tax

-

(0.4)

Loss for the period attributable to the equity holders of the parent

-

(39.8)

Loss per share (€ cents)

Basic and diluted

11

-

(4.9)

 

 

 

10. Discontinued operations (continued)

 

Consolidated statement of cashflows

 

Year ended 31 December

2013

€million

2012

€million

Loss for the period

-

(39.8)

Adjustments for:

Depreciation of property, plant and equipment

-

0.1

Amortisation of intangibles

-

-

Interest expense

-

0.2

Increase in reserves due to share-based payments

-

0.2

Income tax expense

-

0.4

Loss on disposal of assets held for sale

-

17.3

Operating cashflows before movements in working capital and provisions

-

(21.6)

Decrease in trade and other receivables

0.7

2.4

Decrease in trade and other payables

(11.9)

(13.8)

Cash generated from operations

Net cash outflow from operating activities

11.2

(33.0)

Investing activities

Net cash acquired on acquisition of subsidiaries and businesses

-

-

Purchases of intangible assets

-

-

Purchases of property, plant and equipment

-

-

Sale of assets held for sale

-

8.2

Net cash used in investing activities

-

8.2

Net decrease in cash and cash equivalents

11.2

(24.8)

 

11. Earnings per Share ('EPS')

 

2013

2012

Year ended 31 December

Continuing operations€ cents

Discontinued operations€ cents

Total€ cents

Continuing operations€ cents

Discontinued operations€ cents

Total€ cents

Basic EPS

5.4

-

5.4

(2.9)

(4.9)

(7.8)

Diluted EPS

5.3

-

5.3

(2.9)*

(4.9)*

(7.8)*

Basic Clean EPS

7.3

-

7.3

14.7

(2.7)

12.1

Diluted Clean EPS

7.2

-

7.2

14.4

(2.7)*

11.8

 

* A diluted EPS calculation may not increase a basic EPS calculation when the basic EPS is a loss.

 

Basic earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding those held as own shares.

 

 

Year ended 31 December

2013Total

2012Total

Basic EPS

Basic profit (loss) (€million)

43.9

(63.7)

Weighted average number of ordinary shares (million)

809.2

817.7

Basic earnings (loss) per ordinary share (€ cents)

5.4

(7.8)

Basic Clean EPS

Adjusted earnings (€million)

59.2

98.8

Weighted average number of ordinary shares (million)

809.2

817.7

Adjusted earnings per ordinary share (€ cents)

7.3

12.1

 

 

11. Earnings per Share ('EPS') (continued)

 

Clean earnings per share

The performance measure of EPS used internally by management to manage the operations of the business and remove the impact of one-off and certain non-cash items is Clean EPS, which is calculated before exchange differences, reorganisation expenses, income or expenses that relate to exceptional items and non-cash charges relating to share-based payments. Management believes that this better reflects the underlying performance of the business and assists in providing a clearer view of the fundamental performance of the Group.

 

Clean net earnings excluding amortisation and impairments on acquisitions attributable to equity shareholders is derived as follows:

 

2013

2012

Year ended 31 December

Continuing operations€million

Discontinued operations€million

Total€million

Continuing operations€million

Discontinued operations€million

Total€million

Profit (loss) for the purposes of basic and diluted earnings per share being profit attributable to equity holders of the parent

43.9

-

43.9

(23.9)

(39.8)

(63.7)

Unwinding of discount associated with the Group's Non-Prosecution Agreement

-

-

-

-

0.2

0.2

Reorganisation expenses

9.5

-

9.5

5.6

-

5.6

Merger and acquisition costs

-

-

-

0.1

0.5

0.6

Exchange losses (gains)

8.0

-

8.0

5.3

(0.2)

5.1

Share-based payments

16.6

-

16.6

20.1

0.2

20.3

Loss on disposal of assets held for sale

-

-

-

-

17.3

17.3

Release of fair value provision

(83.8)

-

(83.8)

-

-

-

Retroactive taxes and associated charges

0.6

-

0.6

31.5

-

31.5

Market exit costs

2.5

-

2.5

-

-

-

Amortisation on acquired intangible assets

59.4

-

59.4

91.5

-

91.5

- Tax thereon

(6.9)

-

(6.9)

(11.6)

-

(11.6)

Impairments on acquired intangible assets and goodwill

-

-

-

2.0

-

2.0

Impairments on available-for-sale investments

6.1

-

6.1

-

-

-

Impairments on acquired intangibles

2.3

-

2.3

-

-

-

Impairments on property, plant and equipment

1.0

-

1.0

-

-

-

Clean net earnings

59.2

-

59.2

120.6

(21.8)

98.8

 

 

Year ended 31 December

2013Numbermillion

2012Numbermillion

Weighted average number of shares

Number of shares in issue as at 1 January

813.0

837.2

Number of shares in issue as at 1 January held by the Employee Trust

(6.0)

(3.9)

Weighted average number of shares issued during the year

3.1

4.3

Weighted average number of shares purchased during the year

(0.9)

(19.9)

Weighted average number of ordinary shares for the purposes of basic earnings per share

809.2

817.7

Effect of potential dilutive unvested share options and contingently issuable shares

17.4

20.7

Weighted average number of ordinary shares for the purposes of diluted earnings per share

826.6

838.4

 

 

11. Earnings per Share ('EPS') (continued)

 

In accordance with IAS 33, the weighted average number of shares for diluted earnings per share takes into account all potentially dilutive equity instruments granted which are not included in the number of shares for basic earnings per share above. Although the unvested, potentially dilutive equity instruments are contingently issuable, in accordance with IAS 33, the period end is treated as the end of the performance period. Those option holders who were employees at that date are deemed to have satisfied the performance requirements and their related potentially dilutive equity instruments have been included for the purpose of diluted EPS.

 

12. Intangible assets

 

Goodwill

(As restated)€million

Acquired intangibles€million

Other intangibles€million

Total

(As restated)€million

Cost or valuation

As at 1 January 2012

708.2

751.4

20.4

1,480.0

Acquired through business combinations

19.3

4.0

-

23.3

Additions

-

-

10.4

10.4

Exchange movements

1.0

0.8

0.1

1.9

As at 31 December 2012

728.5

756.2

30.9

1,515.6

Adjustment to consideration of prior business combinations

(0.7)

(0.7)

-

(1.4)

Additions

-

-

23.5

23.5

Reclassification of assets

-

(0.2)

0.2

-

Exchange movements

(2.1)

(1.7)

(0.4)

(4.2)

As at 31 December 2013

725.7

753.6

54.2

1,533.5

Amortisation

As at 1 January 2012

460.7

270.3

10.4

741.4

Charge for the year

-

91.5

4.0

95.5

Exchange movements

-

(1.1)

0.2

(0.9)

As at 31 December 2012

460.7

360.7

14.6

836.0

Charge for the year

-

59.4

9.5

68.9

Impairment

-

2.3

-

2.3

Reclassification of assets

-

0.1

(0.1)

-

Exchange movements

-

(0.3)

0.5

0.2

As at 31 December 2013

460.7

422.2

24.5

907.4

Carrying amounts

As at 31 December 2012

267.8

395.5

16.3

679.6

As at 31 December 2013

265.0

331.4

29.7

626.1

 

Acquired intangible assets are those intangible assets purchased as part of an acquisition and primarily include customer lists, brands, software and broadcast libraries. The value of acquired intangibles is based on cashflow projections at the time of acquisition. Customer lists from existing customers take into account the expected impact of player attrition.

 

Other intangibles primarily include development expenditure, long-term gaming and intellectual property licences and purchased domain names. Development expenditure represents software infrastructure assets that have been developed and generated internally. Licences are amortised over the life of the licences and other intangibles are being amortised over their estimated useful economic lives of between three and five years. Amortisation charges are charged through administration costs on the income statement.

 

 

12. Intangible assets (continued)

 

Goodwill

Goodwill is allocated to the following cash generating units (CGUs):

 

As at 31 December

2013€million

2012€million

Sports

98.8

98.0

Casino & Games

67.7

67.4

Poker

12.8

13.4

Bingo

73.1

74.8

Other

12.6

14.2

At end of year

265.0

267.8

 

Impairment

In accordance with IAS 36, the Group regularly monitors the carrying value of its intangible assets. A detailed review was undertaken at 31 December 2013 to assess whether the carrying value of assets was supported by the net present value of future cashflows derived from those assets. The recoverable amounts of all the above CGUs have been determined from value in use calculations based on cash flow projections from formally approved budgets and long-range forecasts.

 

Sports

The recoverable amount of the Sports CGU of €408.9m has been determined from value in use calculations based on cashflow projections covering the following ten year period. The Group believes that going beyond five years' cashflows in the value in use calculations is appropriate given the Group is an established business and is a market leader in a growth industry.

 

Operating margins have been based on past experience and future expectations in the light of anticipated economic and market conditions. Discount rates are based on the Group's weighted average cost of capital.

 

The table below shows the effect of changes in the key assumptions would have on the recoverable amount.

 

Key assumptions used in the projections

Sports

Discount

rate

Operating

margin

Growth

 Rate

Key assumptions used in the projections

11.8%

26.0%

1.0%

Change in assumption required to equal carrying value

16.5%

20.4%

(25.0%)

Effect of 1% increase in assumption

(€36.2m)

€22.9m

€18.4m

Effect of 1% decrease in assumption

€43.8m

(€22.9m)

(€15.3m)

 

Casino & games

The recoverable amount of the Casino & games CGU of €353.1m has been determined from value in use calculations based on cashflow projections covering the following ten year period. The Group believes that going beyond five years' cashflows in the value in use calculations is appropriate given the Group is an established business and is a market leader in a growth industry.

 

The Directors have concluded that there are no reasonably possible changes in the key assumptions which would cause the carrying value of goodwill and other intangibles to exceed their value in use. The major assumptions used for the Casino & games CGU are as follows:

 

Key assumptions used in the projections

CGU

Discount

rate

Operating

margin

Growth

 rate

Casino & games

11.8%

26.9%

1.0%

 

 

 

12. Intangible assets (continued)

 

Poker

The recoverable amount of the Poker CGU of €94.7m has been determined from value in use calculations based on cashflow projections covering the following ten year period. The Group believes that going beyond five years' cashflows in the value in use calculations is appropriate given the Group is an established business and is a market leader in a growth industry.

 

Operating margins have been based on past experience and future expectations in the light of anticipated economic and market conditions. Discount rates are based on the Group's weighted average cost of capital.

 

The table below shows the effect of changes in the key assumptions would have on the recoverable amount.

 

Key assumptions used in the projections

Poker

Discount

rate

Operating

margin

Growth

 Rate

Key assumptions used in the projections

11.8%

12.5%

1.0%

Change in assumption required to equal carrying value

12.7%

11.8%

(1.6%)

Effect of 1% increase in assumption

(€8.3m)

€11.4m

€4.2m

Effect of 1% decrease in assumption

€10.0m

(€11.4m)

(€3.5m)

 

 

Bingo

The recoverable amount of the Bingo CGU of €102.3m has been determined from value in use calculations based on cashflow projections covering the following ten year period. The Group believes that going beyond five years' cashflows in the value in use calculations is appropriate given the Group is an established business and is a market leader in a growth industry.

 

Operating margins have been based on past experience and future expectations in the light of anticipated economic and market conditions. Discount rates are based on the Group's weighted average cost of capital.

 

The table below shows the effect of changes in the key assumptions would have on the recoverable amount.

 

Key assumptions used in the projections

Bingo

Discount

rate

Operating

margin

Growth

 Rate

Key assumptions used in the projections

11.8%

27.7%

1.0%

Change in assumption required to equal carrying value

13.7%

24.4%

(4.6%)

Effect of 1% increase in assumption

(€9.2m)

€4.8m

€4.7m

Effect of 1% decrease in assumption

€11.2m

(€4.8m)

(€3.9m)

 

 

Other

The Other CGU is composed of individual business units which in themselves are not significant and the assumptions used to determine their carrying value cannot be aggregated.

 

During the year an impairment of €2.3m was charged to administration costs in the income statement in relation to assets with the Other CGU.

 

 

13. Property, plant and equipment

 

Land and buildings€million

Plant, machinery and vehicles€million

Fixtures, fittings, tools and equipment€million

Total€million

Cost or valuation

As at 1 January 2012

13.4

7.3

92.5

113.2

Additions

3.1

0.6

26.9

30.6

Disposals

(0.4)

(2.3)

(2.1)

(4.8)

Exchange movements

0.1

(0.1)

0.3

0.3

Reclassified as assets held for sale

2.3

-

-

2.3

As at 31 December 2012

18.5

5.5

117.6

141.6

Additions

2.4

0.8

19.1

22.3

Disposals

(2.3)

(0.3)

(5.4)

(8.0)

Exchange movements

(0.4)

(0.6)

(3.3)

(4.3)

As at 31 December 2013

18.2

5.4

128.0

151.6

Depreciation

As at 1 January 2012

2.4

4.5

73.5

80.4

Charge for the year

1.4

0.5

19.4

21.3

Disposals

(0.1)

(1.3)

(1.7)

(3.1)

Exchange movements

0.1

-

0.3

0.4

As at 31 December 2012

3.8

3.7

91.5

99.0

Charge for the year

2.4

1.3

20.7

24.4

Impairment

1.0

-

-

1.0

Disposals

(1.0)

(0.3)

(5.4)

(6.7)

Exchange movements

(0.1)

(0.2)

(2.6)

(2.9)

As at 31 December 2013

6.1

4.5

104.2

114.8

Carrying amounts

As at 31 December 2012

14.7

1.8

26.1

42.6

As at 31 December 2013

12.1

0.9

23.8

36.8

 

 

14. Commitments for capital expenditure

 

As at 31 December

2013€million

2012€million

Contracted but not provided for

1.9

6.5

 

 

 

 

 

15. Investments

 

Associates€million

Joint

ventures€million

Available-for-sale financial assets€million

Total€million

As at 1 January 2012

7.6

10.5

5.0

23.1

Additions

-

-

4.1

4.1

Reclassification of investments

(3.6)

-

5.0

1.4

Repayment of loan

-

(2.3)

-

(2.3)

Share of profit

0.0

0.2

-

0.2

Unrealised gains transferred to equity

-

-

1.3

1.3

Impairments

(2.0)

-

-

(2.0)

As at 31 December 2012

2.0

8.4

15.4

25.8

Distribution of profits

(1.5)

-

-

(1.5)

Repayment of loan

-

(5.7)

-

(5.7)

Share of profit

1.4

0.9

-

2.3

Unrealised gain transferred to equity

-

-

1.3

1.3

Impairments

-

-

(6.1)

(6.1)

As at 31 December 2013

1.9

3.6

10.6

16.1

 

Investment in associates

The following entities meet the definition of an associate and have been equity accounted in the consolidated financial statements:

 

Proportion of voting rights held at 31 December

Name

Country of incorporation

2013

2012

bwin e.k.

 Germany

50%

50%

Restaurante Coimbra II SL

 Spain

50%

50%

 

Aggregated amounts relating to associates are as follows:

 

2013

€million

2012

€million

Non-current assets

0.4

0.2

Current assets

3.0

4.9

Current liabilities

1.7

1.9

Revenues

4.8

5.3

Profit

0.4

1.0

 

There is no unrecognised share of losses arising during the year. Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

 

The carrying value at the end of the reporting period related primarily to the investment in associate of bwin e.k. The investment in Betbull Holdings SE was reclassified as an available for sale financial asset on 5 December 2012 following a change in control when the shares were transferred into the Aldorino Trust. The investment in Betbull Holdings SE was equity accounted until the transfer with the share of the loss and impairment for the period to 5 December 2012 recognised in the statement of comprehensive income.

 

Investment in joint ventures

The following entities meet the definition of a joint venture and have been equity accounted in the consolidated financial statements:

 

15. Investments (continued)

 

Proportion of voting rights held at 31 December

Name

Country of incorporation

2013

2012

Conspo Sportcontent GmbH

 Germany

50%

50%

Nordeus WIN (Gibraltar) Limited

 Gibraltar

50%

50%

 

Aggregated amounts relating to joint ventures are as follows:

 

2013

€million

2012

€million

Non-current assets

4.9

4.4

Current assets

6.9

2.9

Total liabilities

10.7

7.0

Revenues

36.5

28.5

Profit

2.3

0.2

 

There is no unrecognised share of losses arising during the year.

 

On 9 August 2012 the Group entered into a joint venture agreement with Nordeus LLC to develop, market, distribute and publish a social betting platform. The Group agreed to loan the joint venture company €1m to develop the software platform and a further €1m working capital under certain performance conditions. These commitments remained outstanding as at 31 December 2013.

 

Available-for-sale investments

Available-for-sale investments primarily relate to the Group's interests in several early stage digital entertainment investment funds.

 

Investments are held in Wave Crest Holdings Limited, a payment processing company and various gaming and non-gaming investment funds including New Game Capital LP and Axon Capital ICT Fund. The Group also has investments in Real Fun Holdings Srl (a social games development company) and Aldorino Trust, an investment trust. The value of overall investments fell by €4.8m (2012: gain of €1.3m) comprising a gain on various investments of €1.3m that was recognised into equity, a specific provision of €3.0m against the carrying value of Real Fun Holdings Srl and a mark-to-market movement impairment of €3.1m in the investment trust that has been charged through administration costs on the income statement.

 

The Directors consider that the carrying amount of the investments approximates to their fair values or estimates of the present value of expected future cashflows.

 

 

16. Trade and other receivables

 

As at

31 December

2013

€million

As at

31 December

2012

€million

Payment service providers

50.0

70.5

Less: chargeback provision

(1.3)

(1.9)

Payment service providers - net

48.7

68.6

Prepayments

32.2

27.5

Contingent consideration

-

2.0

Other receivables

46.0

41.3

Current assets

126.9

139.4

 

Contingent consideration

10.9

6.8

Non-current assets

10.9

6.8

 

 

 

 

16. Trade and other receivables (continued)

 

The Directors consider that the carrying amount of trade and other receivables approximates to their fair values, which is based on estimates of amounts recoverable. The recoverable amount is determined by calculating the present value of expected future cashflows.

 

Deferred and contingent consideration relates to amounts receivable for the sale of Ongame and domain names.

 

Provisions are expected to be settled within the next year and relate to chargebacks which are recognised at the Directors' best estimate of the provision based on past experience of such expenses applied to the level of activity.

 

The non-discounted book values for these amounts are as follows:

 

Deferred and contingent consideration

As at

31

December 2013

€million

As at

31 December 2012 €million

Within one year

-

2.2

Later than one year but not later than five years

11.8

7.8

11.8

10.0

 

Movements on the provision are as follows: 

 

€million

As at 1 January 2012

2.9

Charged to consolidated statement of comprehensive income

7.7

Credited to consolidated statement of comprehensive income

(8.7)

As at 31 December 2012

1.9

Charged to consolidated statement of comprehensive income

6.3

Credited to consolidated statement of comprehensive income

(6.9)

As at 31 December 2013

1.3

 

 

17. Short-term investments

 

As at 31 December

2013€million

2012€million

Restricted cash

12.7

31.5

12.7

31.5

 

Restricted cash represents cash held as guarantees for regulated markets' licenses and significant marketing contracts together with client funds held for payment service provider transactions. In addition, at 31 December 2013 there are other guarantees in place that are not secured with cash of €25.0m (2012: €21.3m).

 

18. Cash and cash equivalents

 

As at 31 December

2013

€million

2012

€million

Cash in hand and current accounts

173.3

169.7

 

19. Trade and other payables

 

As at

31 December

2013

€million

As at

31 December

2012

(Restated)

€million

Deferred and contingent consideration

1.0

3.3

Other payables

59.6

70.4

Current liabilities

60.6

73.7

Deferred and contingent consideration

3.8

4.8

Other payables

9.8

8.6

Later than one year but not later than five years

13.6

13.4

Non-current liabilities

13.6

13.4

 

Deferred and contingent consideration relates to amounts payable for the acquisitions of Orneon and WPT.

 

Other payables comprise amounts outstanding for trade purchases and other ongoing costs. The carrying amount of other payables approximates to their fair value which is based on the net present value of expected future cashflows.

 

The non-discounted book values for these amounts are as follows:

 

Deferred and contingent consideration

As at

31

December 2013

€million

As at

31 December 2012 €million

Within one year

1.0

3.5

Later than one year but not later than five years

4.4

5.7

 

 

 5.4

9.2

 

20. Client liabilities and progressive prize pools

 

As at

31 December

2013

€million

As at

31 December

2012

€million

Client liabilities

116.0

122.4

Progressive prize pools

8.8

14.3

124.8

136.7

 

Client liabilities and progressive prize pools represent amounts due to customers including net deposits received, undrawn winnings, progressive jackpots and tournament prize pools and certain promotional bonuses. The carrying amount of client liabilities and progressive prize pools approximates to their fair value which is based on the net present value of expected future cashflows.

 

21. Provisions

Litigation

€million

Onerous contracts

€million

Total

€million

As at 1 January 2012

2.1

8.7

10.8

Unwinding of discount

0.1

0.7

0.8

Reclassification due to date of maturity

-

3.8

3.8

Utilised during the year

(2.2)

(9.1)

(11.3)

Charged to consolidated statement of comprehensive income

11.9

-

11.9

As at 31 December 2012

11.9

4.1

16.0

Unwinding of discount

-

0.1

0.1

Utilised during the year

(11.9)

(4.2)

(16.1)

Current liabilities as at 31 December 2013

-

-

-

As at 1 January 2012

73.9

3.8

77.7

Unwinding of discount

6.6

-

6.6

Reclassification due to date of maturity

-

(3.8)

(3.8)

Credited to consolidated statement of comprehensive income

(1.6)

-

(1.6)

As at 31 December 2012

78.9

-

78.9

Transferred to creditors

(1.9)

-

(1.9)

Unwinding of discount

6.8

-

6.8

Credited to consolidated statement of comprehensive income

(83.8)

-

(83.8)

Later than one year but not later than five years

-

-

-

Non-current liabilities at 31 December 2013

-

-

-

 

Litigation refers to provisions made in respect of certain outstanding legal and regulatory disputes and are an estimate of what the Directors believe to be the fair value based on probability-weighted expected values. Following the successful settlement of an outstanding dispute, €83.8m of a fair value provision created at the time of the Merger was written-back during the second half of 2013. The settlement agreed is for €1.9m resulting in a write-back of €83.8m and a transfer to creditors of €1.9m. During the year there was also an agreement reached to settle claims from the state of Kentucky for €11.9m. See note 25 for further details.

 

Onerous contracts relate to provisions made against the future costs of contracts where subsequent changes in legislation in certain countries have meant that the future economic benefits received by the Group are less than the costs involved with fulfilling the remaining terms and conditions of the contracts and is recognised at the Directors' best estimate based on their knowledge of the markets of the countries involved.

 

The amounts due for provisions are recognised at fair value based on the above and carried at the best estimate of the provision discounted for the time value of money.

 

The non-discounted book values for these amounts are as follows:

 

Litigation

Onerous contracts

As at

31 December

2013 €million

As at

31 December

2012

€million

As at

31 December

2013 €million

As at

31 December

2012

€million

Within one year

 -

11.9

 -

4.2

Later than one year but not later than five years

 -

93.2

 -

-

-

105.1

-

4.2

 

22. Loans and borrowings

 

Book value

Fair value

As at 31 December

2013 €million

2012 €million

2013 €million

2012 €million

Secured bank loan

24.3

6.2

23.0

6.9

Current liabilities

24.3

6.2

23.0

6.9

Secured bank loan

24.3

30.8

23.1

29.5

Later than one year but not later than five years

24.3

30.8

23.1

29.5

Non-current liabilities

24.3

30.8

23.1

29.5

 

Bank borrowings are recognised at fair value and subsequently carried at amortised cost based on their internal rates of return. The discount rate applied was 6.48% (2012: 3.82%).

 

Principal terms and the debt repayment schedule of loans and borrowings before amortisation are as follows:

 

As at 31 December 2013

Amount

Nominal rate

Year of maturity

Security

The Royal Bank of Scotland plc

£25 million

3 months LIBOR plus 3.25%

2015

Floating charge over the assets of Cashcade Limited and its subsidiary undertakings

The Royal Bank of Scotland plc

£15 million

3 months LIBOR plus 3.00%

2014

Floating charge over the assets of various of the Group's subsidiary undertakings

As at 31 December 2012

The Royal Bank of Scotland plc

£30 million

3 months LIBOR plus 3.25%

2015

Floating charge over the assets of Cashcade Limited and its subsidiary undertakings

 

The maturity analysis of loans and borrowings, including interest and fees, is as follows:

 

As at 31 December

2013

€million

2012

€million

Within one year

25.3

7.5

Later than one year and not later than five years

25.0

32.6

50.3

40.1

 

The £15 million loan outstanding to The Royal Bank of Scotland plc as at 31 December 2013 was a drawdown of part of a £50 million facility. The entire amount of this drawdown was repaid in January 2014.

 

23. Deferred tax

€million

As at 1 January 2012

59.1

Disposed through disposal of a business unit

(3.0)

Exchange differences

(0.4)

Credited to consolidated statement of comprehensive income

(11.6)

As at 31 December 2012

44.1

Exchange differences

(0.3)

Credited to consolidated statement of comprehensive income

(6.9)

As at 31 December 2013

36.9

 

Deferred tax relates primarily to temporary differences arising from fair value adjustments of acquired intangibles.

 

24. Operating lease commitments

 

The total future minimum lease payments due under non-cancellable operating lease payments are analysed below:

 

As at 31 December

2013

€million

2012

€million

Within one year

7.5

8.2

Later than one year but not later than five years

20.8

15.0

More than five years

14.6

3.8

42.9

27.0

 

All operating lease commitments relate to land and buildings. Rental costs under operating leases are charged to the consolidated statement of comprehensive income in equal annual amounts over the period of the leases.

 

25. Contingent liabilities

 

From time to time the Group is subject to legal claims and actions against it. The Group takes legal advice as to the likelihood of success of such claims and actions.

 

As part of the Board's ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the business and takes appropriate advice in respect of these developments.

 

Group companies may be subject to VAT on transactions which have been treated as exempt supplies of gambling, or on supplies which have been zero rated for export to Gibraltar where legislation provides that the services are received or used and enjoyed in the country where the services provider is located. No such amounts have been recognised as liabilities at the balance sheet date. In the view of the directors no valid claims are outstanding in respect of these contingent liabilities. Revenues earned from customers located in a particular jurisdiction may give rise to further taxes in that jurisdiction. If such taxes are levied, either on the basis of current law or the current practice of any tax authority, or by reason of a change in the law or practice, then this may have a material adverse effect on the amount of tax payable by the Group.

 

Litigation

As a consequence of the as yet non-harmonised regulatory environment for online gaming in Europe, a number of civil and administrative proceedings are pending against the Group and/or its board members in several countries (including but not limited to Germany, Portugal, Slovenia and Spain) aimed at preventing bwin.party from offering its services in these countries. Further, there are criminal proceedings pending against board members for the alleged violation of local gaming laws in France.

 

In 2010, a former bwin subsidiary was assessed by Austrian tax authorities to have value-added tax arrears of €6.4 million for the years 2002 to 2004. If the Austrian tax authorities were correct in their assessment, then this could have meant a potential liability of €170.4m. The assessments were appealed and overruled by a decision of the Independent Finance Senate in 2012. Further assessments have finally been agreed resulting in a settlement of €1.9m. Associated fair value provisions for contingent liabilities in that period and later periods which were established at the time of the Merger have been released.

 

In September 2011, the Oporto Court of First Instance, amongst others, (i) declared the (already terminated) sponsorship agreement between bwin.party and the Portuguese Soccer League ("LPFP") as illegal, (ii) declared bwin.party's gaming offer and advertising measures as illegal in Portugal, (iii) prohibited bwin.party to exploit mutual bets and lottery games in Portugal and to carry out any form of publicity or promotion of the website bwin.com, (iv) imposed on the defendants pecuniary sanctions of (A) € 50,000 for each day the infraction lasts to the Portuguese Casino Association ("APC") and (B) € 50,000 for each infraction to Santa Casa de Misericórdia da Lisboa ("SCML"), and (v) ordered the publishing of the ruling and the notification of Portuguese media organsisations. bwin.party filed an appeal against the decision of the Court of First Instance, which was rejected by the Court of Appeals with decision dated 7 February 2013. bwin.party filed an appeal against this decision to the Portuguese Supreme Court of Justice. In June 2012, APC filed enforcement motions against LPFP and bwin.party for alleged non-compliance with the decision of September 2011 requesting the payment of penalties. These motions were rejected by the Court of First Instance and are currently pending before the Appellate Court. bwin.party is of the view that it has taken the necessary steps to comply with the judgement of the Court of First Instance. It cannot be excluded, however, that such steps are held to be

 

25. Contingent liabilities (continued)

 

insufficient by a competent court while bwin.party's and LPFP's appeal is pending. The Company continues to dispute its liability under the relevant statutes and intends to continue vigorously with its defence.

 

In July 2012, the Spanish gaming operator Codere filed an unfair competition complaint against various bwin.party group companies. Prior to this complaint the Spanish Court rejected Codere's request for a preliminary injunction. Very similar to the complaint filed by Santa Casa in Portugal (which was dismissed in July 2012), the complaint filed by Codere seeks damages and prejudicial consequences in the amount of approximately €25 million.

 

On 5th October 2012, the Regional Court Linz (2nd instance court, Oberlandesgericht Linz) found a Malta based online gambling operator liable to reimburse approximately € 1 million to a customer that had lost on the operator's online roulette. The Court argued that without an Austrian license to operate games of chance via the internet the offer of online roulette would be illegal and the underlying gaming contract would therefore not be enforceable. The operator appealed the decision to the Austrian Supreme Court where the case is currently pending. In a decision published in February 2014, the Austrian Supreme Court decided to send back the case to the 1st instance court stating that further findings, in particular in relation to the monopoly's advertising on the Austrian market, are necessary in order for the Court to properly assess the compatibility of Austrian gambling monopoly with the jurisprudence of the Court of Justice of the European Union (CJEU). The proceedings might serve as precedence for potential other claims against other online gaming operators not licensed in Austria but accepting bets from that country. The Company continues to take the view that the Austrian gambling monopoly is inconsistent and not in line with the requirements of CJEU case law.

 

On 23 April 2013, Amaya Gaming Group Inc. ("Amaya") has issued a claim notice in relation to the Share Sale and Transfer Agreement regarding Ongame Network Limited ("Ongame") to bwin.party alleging that the financial information of Ongame was incorrect and seeking damages in the amount of approximately €5.1m. This matter was finally settled on 22 January 2014 for the sum of €1.7m.

 

In 2010, the Justice and Public Safety Cabinet of the Commonwealth of Kentucky filed a civil suit against the former PartyGaming Plc and other defendants in Franklin Circuit Court, a state court in Kentucky in the US. The suit sought a claim for damages related to the sums lost by Kentucky residents on PartyGaming's sites during the period of 5 August 2005 until PartyGaming's termination of US-facing activities on 13 October 2006. The Commonwealth reached an agreement with bwin.party digital entertainment plc to settle its claims for $15 million. bwin.party digital entertainment plc was dismissed as a defendant to the claim on 24th June 2013.

 

bwin.party digital entertainment plc and a subsidiary, PartyGaming IA Ltd., were named as defendants in an action in the U.S. District Court for the Southern District of Florida, entitled Yessenia Soffin, et al. v. bwin.party digital entertainment plc, et al., Case No. 9:12-cv-81278-DTKH. The plaintiffs have alleged tortious interference with business relationship, civil conspiracy, violations of Fl. Stat. § 501.204(1) (FDUPTA), and violations of the Lanham Act, 15 U.S.C. § 1125, related to the defendants' efforts to prevent infringement of the "PartyPoker" trademark by plaintiffs' "Party Star Poker" gaming brand. The plaintiffs alleged that they have sustained damages in excess of US$ 25 million. bwin.party successfully challenged the jurisdiction of the plaintiff with the resulting effect that the U.S. District Court for the Southern District of Florida did not have sufficient jurisdiction to hear the matter.

 

In 2007 the Group company bwin Argentina S.A. ("bwin Argentina") filed an amparo complaint (protective order) requesting extraordinary constitutional protection to operate its license granted by the gaming regulatory authority of the Province of Misiones in case of any threat or act from any specific third parties. On 26 June 2012, the court rejected the amparo complaint. The decision is final, meaning that bwin Argentina must bear all costs of the proceedings (e.g. fees of the counsels to the prevailing parties). As a result of various freezing orders which have been served to ensure payment of these fees, BBVA Banco Francés has frozen ARD 5,000,000 and Banco Hipotecario has frozen ARD 5,000,000. bwin Argentina has challenged the freezing orders on the grounds that the sums frozen are not proportionate to the debts. On 14 November 2013 the Federal Court of Appeal confirmed the first instance court's decision pursuant to which the numeric basis for the calculation of legal fees were settled in the amount of actual profits obtained by bwin Argentina while the precautionary measure was in place (from February 2008 to December 2012). bwin Argentina has appealed this decision. Full provision for frozen funds has been included in market exit costs.

 

Details of amounts provided for litigation and regulatory disputes can be found in note 21. No further details have been provided as the Directors consider that this would be prejudicial to the interests of the Group.

 

26. Share capital

 

Ordinary shares

Issued and

fully paid€

Number

million

As at 1 January 2012

150,114

837.2

Employee share options exercised during the year

577

3.1

Redeemed as part of share buy-back scheme

(5,047)

(27.3)

As at 31 December 2012

145,644

813.0

Employee share options exercised during the year

1,092

6.1

Issued for satisfaction of consideration

107

0.6

Redeemed as part of share buy-back scheme

(465)

(2.6)

As at 31 December 2013

146,378

817.1

 

The issued and fully paid share capital of the Group amounts to €146,377.95 and is split into 817,154,184 ordinary shares. The share capital in UK sterling is £122,562.82 and translates at an average exchange rate of 1.1943 Euros to £1 sterling.

 

Authorised share capital and significant terms and conditions

The Company's authorised share capital is £225,000 divided into 1,500 million ordinary shares of 0.015 pence each. All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at meetings of the Company. The Trustee of the Employee Trust has waived all voting and dividend rights in respect of shares held by the Employee Trust.

 

Own shares

Own shares reserve€million

Number

million

As at 1 January 2012

(7.1)

3.9

Purchase of own shares for the Employee Trust

(7.6)

4.4

Employee share options exercised during the year

4.8

(2.6)

As at 31 December 2012

(9.9)

5.7

Purchase of own shares for the Employee Trust

(1.6)

1.2

Employee share options exercised during the year

6.3

(4.1)

As at 31 December 2013

(5.2)

2.8

 

As at 31 December 2013 2,775,627 (2012 5,691,683) ordinary shares were held as treasury shares by the Employee Trust. Additionally 365,083 (2012: 203,228) were held in the Employee Trust on behalf of employees of the Group. During the period the Company donated £1.3 million (2012: £6.1 million) to the Employee Trust, which the Employee Trust then used to purchase 1,207,565 (2012: 4,350,296) ordinary shares in the market.

 

27. Related parties

 

Group

Transactions between the Group companies have been eliminated on consolidation and are not disclosed in this note.

 

Directors and key management

Key management are those individuals who the Directors believe have significant authority and responsibility for planning, directing and controlling the activities of the Group. The aggregate short-term and long-term benefits, as well as share-based payments of the Directors and key management of the Group are set out below:

 

Year ended 31 December

2013€million

2012€million

Short-term benefits

9.1

17.6

Share-based payments

7.2

10.0

Termination benefits

1.3

-

17.6

27.6

 

27. Related parties (continued)

 

Certain Directors and certain key management were granted share options under service contracts which were granted under a Group share option plan.

 

At 31 December 2013 an aggregate balance of €nil (2012: €4.4m) was due to Directors and key management.

 

The Group purchased certain communication services of €1.7m (2012: €2.0m) from a company on an arm's length basis for whom a former Board member is a director, with amounts owed at 31 December 2013 of €nil (2012: €0.2m).

 

The Group purchased certain payment services of €7.0m (2012: €14.1m) from a company on an arm's length basis for whom a Board member was a director during the period, with amounts owed at 31 December 2013 of less than €0.1m (2012: less than €0.1m).

 

The Group purchased certain consultancy services of €0.2m (2012: €0.2m) from a company on an arm's length basis for whom a Board member was a director during the period with amounts owed at 31 December 2013 of less than €0.1m (2012: less than €0.1m).

 

The Group earned income of €0.1m (2012: €0.1m) from an investment in a fund of €1.8m (2012: €1.7m) for whom a Board member is a partner.

 

Two Directors each have an interest bearing loan from the Group of €3.1m (2012: €3.1m) and one Director made a deposit into a customer account with the Group with a balance of €2.1m (2012: €nil).

 

In 2013 furnished property was leased to a member of key management at an annual lease rental of €43,200 (2012: €44,300) which the Directors believe is the fair value rental of the property. There were no amounts owed at 31 December 2013 (2012: €nil).

 

In 2013 furnished property was leased to a member of key management at an annual lease rental of €nil for which the fair value rental of the property was €31,800.

 

Associates and joint ventures

The Group purchased on an arm's length basis certain advertising services of €1.0m (2012: €1.2m) from a company that has a non-controlling interest in a Group subsidiary with amounts owed at 31 December 2013 of €nil (2012: €0.2m).

 

The Group purchased on an arm's length basis certain customer services of €4.1m (2012: €5.0m) from an associate, with amounts owed at 31 December 2013 of €0.4m (2012: €0.3m).

 

The Group purchased on an arm's length basis certain rights to broadcast licensed media of €3.5m (2012: €5.0m) from a joint venture partner, with amounts owed at 31 December 2013 of €nil (2012: €nil) and sold rights to broadcast licensed media of €nil (2012: €3.6m) to a joint venture partner, with amounts owed at 31 December 2013 of €0.3m (2012: €0.8m).

 

28. Prior year restatement

 

During the financial year, it was identified that in the balances acquired during the Merger, a liability would arise on the buyout of the minority interests of first Sajoo S.A.S and then, latterly, BES S.A.S that was not included within the valuation of intangible assets. The results for 2011 and 2012 have therefore subsequently been restated to include a liability of €8.6m within other payables (non-current). The 2011 results have been restated to include an increase in goodwill of €8.6m and a liability of €8.6m. In line with the Group's review of the carrying value of its intangibles, the resulting goodwill was also written down by the same amount in 2011.

 

As a result of due diligence arising from the sale of the Ongame B2B business during the 2012 financial year, certain liabilities of that business were identified to be understated at the point of the Merger and subsequent sale in 2012. The value of the liabilities in question was €1.7m (representing the adjustment agreed with Amaya in 2013 to the consideration on sale) and the results have been restated to include these within the Group's balance sheet as at the Merger date and also the 2011 and 2012 financial years. As a result, goodwill has also been restated by €1.7m at the date of the Merger and subsequently impaired in full in the 2011 financial year.

 

29. Dividend

 

The Board is recommending a final dividend of 1.80p per share which together with the interim dividend of 1.80 pence per share makes a total dividend of 3.60p per share for the year ended 31 December 2013 (2012: 3.44p). The final dividend, if approved at the Annual General Meeting, will be payable to shareholders on the register of shareholder interests on 25 April 2014 (the 'Record Date'). It is expected that dividends will be paid on 27 May 2014. Shareholders wishing to receive dividends in Euros rather than pounds sterling will need to file a currency election and return it to the Group's registrars on or before 2May 2013. A separate announcement regarding the dividend payment has been issued today.

 

30. Share premium

 

On 19 July 2012 the Company cancelled its share premium account by the amount of €1,018,951,463 in order to create sufficient distributable reserves to support the Company's distribution policy.

 

31. Non-controlling interests

 

Non-controlling interests include a 28% holding in BES S.A.S, a company incorporated in France. The loss attributable to the non-controlling interest was €2.4m (2012: €1.0m).

 

It also includes a 10% holding in bwin.party entertainment (NJ) LLC, a company incorporated in the United States. The loss attributable to the non-controlling interest was €0.4m (2012: nil).

 

 

Appendix - key regulatory developments

 

The shift towards nationally and locally regulated markets is continuing across many countries in Europe and also now in the United States. Set out below is a summary of some of the markets affecting bwin.party's operational and financial performance.

 

Europe

At the end of November 2013, the European Commission launched formal infringement proceedings criticising the online gambling legislation in six Member States (Belgium, Cyprus, the Czech Republic, Lithuania, Poland and Romania) and stepped up the two pending infringement cases against Sweden with the issuance of detailed opinions for failing to comply with EU law. This move follows repeated calls from the European Parliament for the Commission to act as the Guardian of the European Treaties and significant legal clarifications by the Court of Justice of the European Union ('CJEU') on how the Treaties apply to national gambling legislation. The Commission made clear its position regarding other countries in a press release stating "After consultation of the Member States concerned, decisions on a first series of pending cases have now been taken. […] Proceedings against other Member States remain open - either because the national rules in question are still under investigation or in the process of being substantially amended[7]."

 

Sweden, which was already subject to infringement proceedings, was sent two reasoned opinions requesting formally that its legislation be brought into line with EU law. A reasoned opinion represents the final step before potential litigation at the CJEU. Sweden was given until late January 2014 to reply to the Commission. Whilst the minister in charge of Sweden's gambling policy said in January 2014 that the European Commission's critique of Sweden's approach was invalid, the Commission has yet to assess Sweden's reply and respond accordingly.

 

Having launched the first infringement cases relating to online gambling back in 2006, the implications of the Commission's move could be significant. With several Member States continuing to restrict the activities of EU licensed operators without having provided the requisite justification for doing so, a successful outcome for the Commission at the CJEU could result in positive regulatory change in several other countries across Europe.

 

Germany (24% of total revenue in 2013)

Despite having enacted a revised State Lottery Treaty on 1 July 2012, problems with the licensing process, threats of legal action and a pending case at the CJEU have all contributed to a delay in any licences being issued. It is understood that 41 companies have now been invited to resubmit their applications for up to 20 sports betting licences by the middle of March 2014. Whilst we have applied for a licence and are working with the authorities to deliver a long-term solution that works for all stakeholders, it remains unclear how long the process will take for the regulator to review all of the applications, verify compliance with the regulatory requirements and issue licences.

 

United Kingdom (10% of total revenue in 2013)

The Gambling (Licensing and Advertising) Bill 2013-14 received three readings in the House of Commons by late November, and then moved on to the House of Lords, where it received its first and second readings ahead of the Christmas break . It is has now entered the report stage in the House of Lords and it is expected that license applications from existing operators and those new to the UK market will commence two months after the Bill has received Royal Assent, expected some time during the first half of 2014. While the applicable rate of taxation for offshore operators offering services to customers located in the UK has yet to be confirmed, the current rate of tax for onshore operators is 15% of gross gaming revenue. It is expected that the new tax will become payable by licensed operators on or before 1 December 2014.

 

Italy (9% of total revenue in 2013)

The delayed introduction of an extended range of permitted bets under the less regimented 'Palinsesto Supplementare' went live on 16 October 2013, providing a further boost for the Italian sports betting market. Total gross gaming revenue across all products grew by 2% in the third quarter of 2013 versus the prior year to €143.7m according to official statistics from the regulator with strong growth in sports betting and casino offsetting a 35% year-on-year decline in poker/skill games and a 23% decline in bingo.

 

France (6% of total revenue in 2013)

According to ARJEL, the French regulator, online sports betting gross gaming revenues in France grew nearly 19% to €164m in 2013 versus the prior year, while poker revenues declined 13% to €258m. Overall, gross gaming revenues in France for sports betting and poker fell 3% to €422m versus 2012[8].

 

Despite continued concern that the regulatory and fiscal regime in France is not commercially viable, there has been little appetite to make any changes to the current framework.

 

Greece (3% of total revenue in 2013)

Despite an outstanding detailed opinion from the European Commission and in contravention of EU law the Greek government began ISP blocking over 400 online gaming sites in 2013, including those of bwin.party and this has had a severe impact on the overall market in Greece. Despite the launch of several legal challenges by online operators, the ISP blocking remains in place.

 

Spain (5% of total revenue in 2013)

Since opening the online market in June 2012 the Spanish authorities have continued to look at expanding the current regime to also include online slots, but it is thought that they will first look at the possibility of introducing betting exchanges. According to data from the Spanish regulator, in the period from July to September 2013 Spanish customers wagered €1,293bn on online gambling, a 0.2% increase over the same period in 2012.

 

Belgium (1% of total revenue in 2013)

There have been no material changes to the regulated regime where all products are allowed and gross gaming revenues are taxed at 11%. In a presentation given by the Belgium Gaming Commission in October 2013 it was reported that the regulatory model had been a major success and that the country's online market, excluding lottery, would generate gross gaming revenue of between €100m and €120m in 2013. Prompted by certain concerns over the current gambling regime, Belgium was among those countries to receive an infringement notice from the European Commission in November 2013.

 

Denmark (1% of total revenue in 2013)

The Danish online gaming market opened in January 2012 and as of November 2013, 43 licences were held by 30 online operators[9], led by our local partner Danske Licens Spil. According to figures from the regulator the total size of the online gaming market in 2013 was equal to approximately €309m of gross gaming revenue.

 

Elsewhere, there is pending legislation for online gaming in several countries including Bulgaria, Hungary and Netherlands with similar being contemplated in other countries. The final details of such proposals and whether such legislation may become law remain unclear.

 

United States10 (2% of total revenue in 2013)

2013 marked the watershed for online gaming in the US. Nevada became the first regulated online gaming market to launch, going live with real money poker in April 2013. While Delaware followed in November 2013, it was the opening of New Jersey, with over eight million residents and a large transient population that proved to be the US online gaming highlight of 2013.

 

Having issued transactional waivers to a number of online gaming service providers in partnership with locally licensed land-based casino operators, New Jersey opened for online poker and casino games on 21 November 2013. Despite similar challenges to that experienced in Nevada with geolocation and payments (so far some of the major US banking groups are not yet processing credit or debit card transactions for online gaming in New Jersey), the market in New Jersey generated approximately $27m of gross gaming revenue in its first full three months of operation. Whilst the rigorous geolocation requirements set by the regulator have meant that it is not yet possible to play licensed real money gaming using mobile devices (other than through a wifi connection), the industry is working hard to find a solution. A concerted effort is also underway to persuade more of the major US banks to permit licensed online gaming transactions in New Jersey. Improvements in these factors, together with increased marketing activities of several operators is expected to provide a further boost to the total number of daily active players and overall revenue.

 

In California, The Internet Consumer Protection Act of 2014 was introduced in the form of two separate bills on 21 February 2014, one in the Senate (SB1366) by Senator Correa and one in the Assembly (AB2291) by Reggie Jones-Sawyer. Should a bill progress through committee stages and pass during the 2014 legislative session, it is anticipated that the market would open in 2015. It is estimated that with over 26 million residents over 21 years old in the state, the size of the intra-state online poker market in California could be as large as $1bn of gross gaming revenue.

 

While many other states have considered online gaming legislation in the past it remains unclear whether other states will seek to follow New Jersey, Nevada and Delaware with their own framework. However, through our existing agreements with MGM Resorts International, Boyd Gaming Corporation and the United Auburn Indian Community as well as further partnership opportunities throughout the US, we believe the Group is well-placed to take advantage of further market expansion.

 

 

 

Glossary

 

'Active player days'

aggregate number of days in the given period in which active players have contributed to rake and/or placed a wager. This can be calculated by multiplying average active players by the number of days in the period

'active player' or 'active real money'

in relation to the Group's products, a player who has contributed to rake and/or placed a wager

 'average active players' or 'Daily average players'

the daily average number of players who contributed to rake and/or placed a wager in the given period. This can be calculated by dividing active player days in the given period, by the number of days in that period

'B2B'

business-to-business

'B2C'

business-to-consumer

'Board' or 'Directors'

the Directors listed on the Company's website, www.bwinparty.com

'bwin'

bwin Interactive Entertainment AG, its subsidiaries and its associated companies

'bwin.party'

bwin.party digital entertainment plc, the name of the Group formed by the Merger of PartyGaming Plc and bwin Interactive Entertainment AG

'bwin.party Shares'

the Company's existing Shares and the new shares issued to the bwin shareholders in conjunction with the completion of the merger

'Cashcade'

Cashcade Limited and its subsidiaries

 'Clean EBITDA and 'Clean EPS'

EBITDA/EPS before the provision for costs associated with the Group's Non-Prosecution Agreement, reorganisation expenses, merger and acquisition costs, share-based payments, exchange differences, retroactive tax charges, loss on disposal of assets held for sale and amortisation and impairments on acquisitions

'Company' or 'PartyGaming' or 'bwin.party'

PartyGaming Plc prior to completion of the Merger and bwin.party digital entertainment plc ('bwin.party') after the merger

'Discontinued operations'

Ongame's B2B business as well as operations located physically outside of the US but which relate to customers in the US and were terminated following the enactment of the UIGEA on 13 October 2006

'EBITDA'

earnings before interest, tax, depreciation and amortisation

'Employee Trust'

the bwin.party Shares Trust, a discretionary share ownership trust established by the Company in which the potential beneficiaries include all of the current and former employees and self-employed consultants of the Group

'Foxy Bingo'

www.foxybingo.com, one of Europe's largest active bingo sites that was acquired as part of the purchase of Cashcade

'FTSE4good Index Series'

a benchmark of tradeable indices for responsible investors. The index is derived from the globally recognised FTSE Global Equity Index Series

'Gioco Digitale'

www.giocodigitale.it, one of the Group's principal bingo websites

'gross win margin'

gross win as a percentage of the amount wagered

'gross win'

customer stakes less customer winnings

'Group' or 'bwin.party Group'

the Company and its consolidated subsidiaries and subsidiary undertakings

'IAS'

International Accounting Standards

'IASB'

International Accounting Standards Board

'IFRS'

International Financial Reporting Standards

'InterTrader'

Our financial markets service, formerly known as PartyMarkets.com

'KPIs'

Key Performance Indicators such as active player days and yield per active player day

'Merger'

the merger of bwin Interactive Entertainment AG and PartyGaming Plc that was completed on 31 March 2011, accounted for under IFRS 3 as an acquisition of bwin

'new player sign-ups'

new players who register on the Group's real money sites

'NPA'

the Non-Prosecution Agreement entered into by the Group and the US Attorney's Office for the Southern District of New York (the 'USAO') on 6 April 2009. Under the terms of the agreement, the USAO will not prosecute the Group for providing internet gambling services to customers in the US prior to the enactment of the UIGEA

'PartyCasino'

www.partycasino.com, the Group's principal casino website

'PartyPoker'

www.partypoker.com, the Group's principal poker website

'player' or 'unique active player'

Customers who placed a wager or generated rake in the period

'rake'

the money charged by the Group for each qualifying poker hand played on its websites in accordance with the prevailing and applicable rake structure

'real money sign-ups' or 'sign-ups'

new players who have registered and deposited funds into an account with 'real money' gambling where money is wagered, as opposed to play money where no money is wagered

'Shareholders'

holders of Shares in the Company

'Shares'

the ordinary shares of 0.015 pence each in the capital of the Company

'sports betting'

placing bets on sporting events

'UIGEA'

the Unlawful Internet Gambling Enforcement Act that was enacted in the US on 13 October 2006

'wager'

a bet on a game or sporting event

'WIN'

the Group's Social Gaming business unit established in May 2012

'WPT'

the business and substantially all of the assets of The World Poker Tour acquired by the Group on 9 November 2009

'yield per active player day'

net revenue in the period divided by the number of active player days in that period

 


[1] The Group received an E-Licence to offer services in Belgium on 6 March 2013; and a transactional waiver from the Division of Gaming Enforcement in New Jersey on 8 November 2013

[2] Division of Gaming Enforcement - February 2014

[3] Austria, Belgium, Denmark, France, Germany (sports betting), Italy, Spain, UK and US (New Jersey)]

[4] Division of Gaming Enforcement - February 2014

[5] Company estimates based on data provided by ARJEL, AAMS and DGOJ respectively. In the absence of any official data from the regulator, the estimate for Belgium has been based on data from H2 Gambling Capital - January 2014.

[6] Total gross gaming revenue - AAMS

[7] European Commission - 20 November 2013

[8] http://www.arjel.fr/-Communiques-de-presse-.html

[9] www.spillemyndigheden.dk

[10] Including WPT

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Date   Source Headline
1st Feb 201612:14 pmRNSScheme effective
1st Feb 201611:12 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
29th Jan 201611:14 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
29th Jan 201610:43 amRNSScheme sanctioned / Suspension of BPTY Shares
28th Jan 201610:43 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
27th Jan 201610:09 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
26th Jan 201611:06 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
25th Jan 201611:13 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
22nd Jan 201611:30 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
21st Jan 201611:56 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
20th Jan 201611:46 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
19th Jan 201611:49 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
18th Jan 201612:30 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
15th Jan 20164:06 pmRNSHolding(s) in Company - JPMorgan Chase & Co
15th Jan 20162:34 pmRNSForm 8.3 - bwin.party digital entertainment plc
15th Jan 201612:17 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
14th Jan 201612:39 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
14th Jan 201612:00 pmRNSConfirmation of Transaction Timetable
13th Jan 20161:25 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
13th Jan 201612:19 pmRNSForm 8.3 - bwin.party digital entertainment plc
12th Jan 20161:58 pmRNSForm 8.3 - bwin.party digital entertainment plc
12th Jan 201612:09 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
12th Jan 201610:20 amRNSHolding(s) in Company - JPMorgan Chase & Co
11th Jan 201612:35 pmRNSForm 8.5 (EPT/RI)Bwin Party Digital Entertainment
8th Jan 201612:12 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
7th Jan 20161:39 pmRNSForm 8.3 - bwin.party digital entertainment plc
7th Jan 201611:59 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
7th Jan 20169:31 amRNSHolding(s) in Company - Orbis Allan Gray Limited
6th Jan 20161:58 pmRNSForm 8.3 - bwin.party digital entertainment plc
6th Jan 201612:31 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
5th Jan 201612:18 pmRNSForm 8.5 (EPT/RI) Bwin Party Digita Entertainment
5th Jan 20167:00 amRNSPre-close trading update
4th Jan 201611:36 amRNSForm 8.5 (EPT/RI) Bwin Digital Party Entertainment
31st Dec 201512:07 pmRNSForm 8.3 - bwin.party digital entertainment plc
31st Dec 201511:30 amRNSTotal Voting Rights
31st Dec 201511:00 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
30th Dec 201512:50 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
29th Dec 20152:33 pmRNSForm 8.3 - bwin.party digital entertainment plc
29th Dec 20152:31 pmRNSHolding(s) in Company - Norges Bank
29th Dec 201512:00 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
24th Dec 201511:40 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
23rd Dec 20151:11 pmRNSForm 8.3 - bwin.party digital entertainment plc
23rd Dec 201512:22 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
22nd Dec 20152:59 pmRNSForm 8.3 - bwin.party digital entertainment plc
22nd Dec 20151:06 pmRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
21st Dec 20153:02 pmRNSForm 8.3 - bwin.party digital entertainment plc
21st Dec 201511:44 amRNSHolding(s) in Company - Janus Capital Management
21st Dec 201511:21 amRNSForm 8.5 (EPT/RI) Bwin Party Digital Entertainment
18th Dec 20151:14 pmRNSForm 8.3 - bwin.party digital entertainment plc
18th Dec 201511:24 amRNSForm 8.5 (EPT/RI) BWIN Party Digital Entertainment

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