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Interim Results

4 Dec 2014 07:00

RNS Number : 7884Y
Gaming Realms PLC
04 December 2014
 



Gaming Realms plc

 

(the "Company" or the "Group")

 

 

Interim results for the six months ending 30 September 2014

 

Focus has been on acquiring affiliate and player data, building a market leading 'cross platform' technology base and licensing unique formats such as Slingo

 

Gaming Realms, which creates, publishes and markets next generation online gaming products, today announces its interim results for the six months ending 30 September 2014.

 

Financial highlights

 

§ Revenue up 421% to £4.6 million (H2/13: £0.9 million)

§ Loss before taxation of £3.1 million which includes marketing spend of £3.6 million, costs for the Alderney Licence,

and those related to the acquisition of Blueburra Holdings, as well as continued costs associated with building the

Group's new gaming platform, in line with the Group's strategy

§ Strong balance sheet with £3.8 million cash and cash equivalents (H1/14: £1.8 million)

 

 

Operational highlights

 

§ Daily active players up 14% to 5,205 (H1/14: 4,576)

§ Acquisition of Blueburra Holdings Limited for approximately £10.5 million to increase affiliate size and bingo database

§ Obtained licenses from the Alderney Gambling Control Commission and the UK Gambling Commission

§ Delivery of new in-house scalable platform with the launch of Spin Genie brand which includes a feature set to

enhance conversion, retention and monetisation of real money gambling players

§ Exclusive UK Licence agreed with RealNetworks for the provision of Slingo, (one of the world's most popular bingo

formats) for use on our real money gambling platform. Strong cross-selling opportunities for slots players via social

gaming which had 50 million monthly active users at its peak

 

Commenting on the results, Chief Executive, Patrick Southon, said:

 

"We are pleased to report the completion and launch of our platform which is showing good initial growth. We believe the acquisitions of QuickThink Media and Blueburra Holdings, coupled with the monetisation ability of our exciting new 'feature led' gambling platform, will enable us to grow revenues even more quickly in 2015."

 

 

Outlook

 

The Board remains confident that the Group is well positioned to maintain its strong growth trajectory and continued player acquisition. The strategy remains to engage users on new mobile devices through a soft gaming proposition, while maintaining its focus on reducing CPA.

 

The Group is now better placed to deliver a more 'tailored' and unique experience for players with development in its analytics and player behaviour tools. The Group expects to see improved retention and player values through this focus.

 

The launch of Spin Genie, delivery of the proprietary platform; and exciting licence deals such as Slingo, gives the Board confidence there are significant market opportunities ahead to achieve further progress in 2015 and beyond.

 

 

- Ends -

 

This document contains forward looking statements, which are based on the Company's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward looking statement speaks only as of the date of this announcement. Except as required by the AIM Rules, the London Stock Exchange or otherwise by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

 

For more information contact:

 

Gaming Realms

Patrick Southon, Chief Executive

Mark Segal, Chief Financial Officer

 

+44 (0) 84 5123 3773

Cenkos Securities (Nominated Adviser and Broker)

Max Hartley/Michael Johnson

 

+44 (0) 20 7397 8900

Bell Pottinger

Olly Scott

James Newman

+44 (0) 20 3772 2500

 

 

About Gaming Realms

 

Gaming Realms is an online gaming business formed in 2012 to develop a new generation of social bingo and slot machine gaming concepts.

 

Gaming Realms was founded by the team behind Cashcade, which created the leading online bingo brand, Foxy Bingo, in addition to other online bingo and casino games. The success of Cashcade culminated in its sale to bwin.party digital entertainment plc for a total consideration of approximately £96 million in 2009.

 

 

Business review

 

Summary of financial and operational activity

 

The Board is pleased to report that the Group has continued to make good progress during the second half of its financial period. During the six month period, the Group delivered revenues of £4.6 million, up 29% over the previous six month period. At the same time the Group has reduced its marketing investment by 30% to focus on the development and investment in its new platform. Total marketing spend was £3.6 million which combined with operating costs resulted in a loss before taxation of £3.1 million, consistent with the Group's operating plan.

 

The number of average daily depositing players rose 14% to 5,205 during the period (H1/14: 4,576). The new depositing players acquired was 38,656 (H1/14: 76,465). This reflects a refocusing of group efforts to retention and acquisition in better performing verticals which can be carried forward in to 2015 and a reduction in marketing spend for the period.

 

In September 2014, the Group acquired Blueburra Holdings Limited ("BBH") for approximately £10.5 million to help facilitate its strategy of acquiring affiliate data and generating revenue on its products. The Board are confident that this acquisition will be successfully integrated into the Group before the end of the 2014 and will generate positive cash flow and a large consumer database for future growth.

 

The Group has been working to mitigate the effects of Point Of Consumption tax by developing its own proprietary platform to aid efficiencies as well as building features to aid retention. Utilising QTM and the affiliate data in BBH will enable the Group to acquire players at a lower cost.

 

White Label

 

Since the acquisition of BBH, the Group has expanded its existing White Label business with Diva Bingo, Butterfly Bingo, and Total Gold. The Group also plans to launch two more gaming brands in Q1 2015.

 

Revenue through the White Label Business decreased 6% during the period to £1.6 million (H1/14: £1.7 million) as a result of refocus of efforts and marketing budgets on the Group's own platform and products as stated in the strategy above.

 

Proprietary platform

 

Gaming Realms launched its new platform through its subsidiary Bear Group Limited, licenced by Alderney Gambling Control Commission and, more recently the UK Gambling Commission, in September 2014. This will enable the Group to fulfil on its strategy of delivering unique content to the real money gambling market. It will also bring enhanced cash flow, running at more efficient margins, thereby offsetting the effect of the introduction of Point Of Consumption tax.

 

The first brand to have launched on this platform, Spin Genie, has shown very promising results with low cost of acquisition and good initial player values and retention.

 

In furtherance of our stated strategy to launch new gambling formats, the Group has agreed an exclusive licensing deal for the UK for Slingo, which will be used as a real money gambling product on Spin Genie. Slingo is a Vegas-derived bingo game which was successfully grown by Zynga into a player base of 50 million monthly users.

 

Pocket Fruity has continued to deliver a strong performance during the period, supported by the further development of the product, licensing slots and table games from Realistic Games, which has led to a 141% increase in active daily players funding their accounts and a 45% increase in NGR. The Group is continuing with the migration of Pocket Fruity onto its new proprietary platform, which will be delivered early in the New Year. This move is expected to enable greater scaling of the product whilst simultaneously increasing profit margins.

 

Staff

 

A significant focus for the Group has been ensuring the business has the right levels of skilled employees to deliver its strategy. During the period the headcount grew from 58 to 89 as the Group grew organically and through acquisitions. These additional employees have contributed to the Group's upgraded skillset, delivering a step-change in corporate capabilities. The Group now has a highly experienced and skilled software development team which will further develop and maintain its platform and new gambling formats. Allied to the Group's own in-house behavioural science tools, the Group is able to gain a unique insight and analysis of its players, which helps to drive CRM efforts and development for new and existing customers.

 

 

Consolidated statement of profit or loss and other comprehensive income

for the 6 months ended 30 September 2014

 

 

Note

6 month ended

30 Sep 14

6 month ended

31 Mar 14

6 month ended

30 Sep 13

£

£

£

Unaudited

Unaudited

Unaudited

Revenue

4,588,664

3,551,925

881,060

Marketing expenses

(3,603,052)

(5,170,151)

(1,713,277)

Operating expenses

(681,206)

(679,126)

(348,260)

Administrative expenses

(2,599,362)

(2,052,423)

(1,042,505)

Adjusted EBITDA

(2,294,956)

(4,349,775)

(2,222,982)

Listing and acquisition costs

(132,671)

(37,500)

(436,341)

Share-based payments arising on reverse transaction

-

-

(431,392)

Share-based payments

(224,918)

(69,165)

(36,471)

EBITDA

(2,652,545)

(4,456,440)

(3,127,186)

Amortisation of intangible assets

6

(473,228)

(419,022)

(150,367)

Depreciation of property, plant and equipment

(19,259)

(15,119)

(2,992)

Finance expense

3

(14,524)

(4,171)

(3,090)

Finance income

3

10,511

2,794

1,886

Loss before tax on continuing operations

(3,149,045)

(4,891,958)

(3,281,749)

Tax expense

4

35,716

-

-

Loss and total comprehensive income for the financial period

(3,113,329)

(4,891,958)

(3,281,749)

Earnings per share

 

Loss per share

Basic and diluted (pence)

5

(1.66)

(3.15)

(9.01)

 

 

Consolidated statement of financial position

As at 30 September 2014

 

Note

30 Sep 14

31 Mar 14

30 Sep 13

£

£

£

Assets

Unaudited

Unaudited

Unaudited

Non-current assets

Property, plant and equipment

175,076

58,068

59,640

Goodwill

6

13,543,905

6,714,215

4,810,187

Intangible assets

6

3,428,757

1,310,065

1,105,471

Other assets

7

121,500

55,598

57,598

17,269,238

8,137,946

6,032,896

Current assets

Trade and other receivables

8

2,044,899

1,934,838

1,344,776

Cash and cash equivalents

9

3,798,445

1,844,990

5,185,323

5,843,344

3,779,828

6,530,099

Total assets

23,112,582

11,917,774

12,562,995

Current liabilities

Trade and other payables

10

2,759,392

2,127,615

1,890,331

Loans and borrowings

11

23,593

24,000

24,000

Deferred tax liability

50,003

85,719

-

2,832,988

2,237,334

1,914,331

Non-current liabilities

Loans and borrowings

11

-

8,504

20,504

Contingent consideration

13

4,850,770

-

-

4,850,770

8,504

20,504

Total liabilities

7,683,758

2,245,838

1,934,835

Net assets

15,428,824

9,671,936

10,628,160

Equity

Share capital

12

18,729,170

16,080,988

14,633,369

Share premium reserve

78,049,850

72,052,733

70,437,354

Shares to be issued

803,571

803,571

-

Merger reserve

(71,077,359)

(71,077,359)

(71,077,359)

Retained earnings

(11,076,408)

(8,187,997)

(3,365,204)

Total equity

15,428,824

9,671,936

10,628,160

 

 

Consolidated statement of cash flows

for the 6 months ended 30 September 2014

 

Note

30 Sep 14

31 Mar 14

30 Sep 13

£

£

£

Unaudited

Unaudited

Unaudited

Cash flows from operating activities

Loss for the period

(3,113,329)

(4,891,958)

(3,281,748)

Adjustments for:

Depreciation of property, plant and equipment

19,259

15,119

2,992

Amortisation of intangible fixed assets

6

473,228

419,022

150,367

Finance income

3

(10,511)

(2,794)

(1,886)

Finance expense

3

14,524

4,171

3,090

Fair value adjustment to equity interest held

-

-

38,187

Income tax credit

(35,716)

-

-

Share-based payment arising on reverse transaction

-

-

431,392

Share-based payment expense

224,918

69,165

36,471

Decrease/(increase) in trade and other receivables

223,053

(341)

(1,313,177)

Increase/(decrease) in trade and other payables

277,868

(271,172)

(445,455)

(Increase)/decrease in other assets

(64,402)

2,000

(2,000)

Net cash flows from operating activities

(1,991,108)

(4,656,788)

(4,381,767)

 

Investing activities

 

Acquisition of subsidiary, net of cash acquired

13

(1,847,946)

(1,442,365)

119,622

Investments

-

-

(15,000)

Purchases of property, plant and equipment

(88,489)

(13,546)

(33,772)

Purchase of intangibles

6

(248,288)

(165,207)

(219,526)

Interest received

3

10,511

2,794

1,886

Net cash from investing activities

(2,174,212)

(1,618,324)

(146,790)

Financing activities

Acquisition of Gaming Realms plc, net of cash acquired

-

-

3,838,539

Proceeds of Ordinary Share issue

12

6,239,001

3,062,998

4,910,010

Issuance cost of shares

(93,702)

-

(30,016)

Repayment of other loans

(12,000)

(12,000)

(4,000)

Interest paid

3

(14,524)

(4,171)

(3,090)

Net cash from financing activities

6,118,775

3,046,827

8,711,443

Net increase/(decrease) in cash and cash equivalents

1,953,455

(3,228,285)

4,182,886

Cash and cash equivalents at beginning of period

1,825,422

5,063,470

880,584

Exchange losses on cash and cash equivalents

-

(9,763)

-

Cash and cash equivalents at end of period

9

3,778,877

1,825,422

5,063,470

 

 

Consolidated statement of changes in equity

For the 6 months ended 30 September 2014

 

Share capital

Share premium

Shares to be issued

Merger reserve

Retained earnings

 

Total equity

 

£

£

£

£

£

£

2 July 2012

-

-

-

-

-

-

Loss for the period

-

-

-

-

(119,926)

(119,926)

Issue of share capital

100,000

900,000

-

-

-

1,000,000

31 March 2013 (unaudited)

100,000

900,000

-

-

(119,926)

880,074

Loss for the period

-

-

-

-

(3,281,749)

(3,281,749)

Issue of share capital

123,750

1,376,250

-

-

-

1,500,000

Adjustments in respect of reverse transaction

8,262,661

67,404,195

-

(72,134,521)

-

3,532,335

Shares issued as part of the consideration in a business combination

3,523,873

-

-

1,057,162

-

4,581,035

Shares issued as part of the capital raising

2,623,085

786,925

-

-

-

3,410,010

Cost of issue of Ordinary Share capital

-

(30,016)

-

-

-

(30,016)

Share-based payment - Share options

-

-

-

-

36,471

36,471

30 September 2013 (unaudited)

14,633,369

70,437,354

-

(71,077,359)

(3,365,204)

10,628,160

Loss for the period

-

-

-

-

(4,891,958)

(4,891,958)

Shares issued as part of the capital raising

1,447,619

1,615,379

-

-

-

3,062,998

Shares to be issued

-

-

803,571

-

-

803,571

Share-based payment - Share options

-

-

-

-

69,165

69,165

31 March 2014 (unaudited)

16,080,988

72,052,733

803,571

(71,077,359)

(8,187,997)

9,671,936

 

 

Share capital

Share premium

Shares to be issued

Merger reserve

Retained earnings

 

Total equity

 

£

£

£

£

£

£

31 March 2014 (unaudited)

16,080,988

72,052,733

803,571

(71,077,359)

(8,187,997)

9,671,936

Loss for the period

-

-

-

-

(3,113,329)

(3,113,329)

Shares issued as part of the consideration in a business combination

757,576

1,742,424

-

-

-

2,500,000

Shares issued as part of the capital raising

1,890,606

4,348,395

-

-

-

6,239,001

Cost of issue of Ordinary Share capital

-

(93,702)

-

-

-

(93,702)

Share-based payment - Share options

-

-

-

-

224,918

224,918

30 September 2014 (unaudited)

18,729,170

78,049,850

803,571

(71,077,359)

(11,076,408)

15,428,824

 

 

Notes forming part of the consolidated financial statements

For the 6 months ended 30 September 2014

 

1. Accounting policies

 

General Information

 

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

 

The Company is admitted to trading on AIM of the London Stock Exchange. It is incorporated and domiciled in the UK. The address of its registered office is One Valentine Place, London SE18QH.

 

The results are unaudited to 6 months ended 30 September 2014. The comparative period, 6 months ended 30 September 2013 is extracted from the audited annual financial statements.

 

Basis of preparation

 

The financial information for the period ended 30 September 2014 does not constitute the full statutory accounts for that period. The comparative period, 6 months ended 30 September 2013 which has neither been audited nor reviewed by independent auditors, is extracted from the Annual Report and Financial Statements for 2013 filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for 2013 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the board of directors on 3 December 2014. The financial information in this interim report has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the period ended 30 September 2013 and which will form the basis of the 2014 financial statements. A number of new and amended standards have become effective for periods beginning on 1 October 2013, however none of these are expected to materially affect the Group.

 

The consolidated financial statements are presented in sterling.

 

The risks and uncertainties and significant estimates and judgements faced by the Group have not changed significantly since the 2013 Annual Report was published and are not expected to change significantly during the remaining six months of the financial year.

 

2. Segment information

 

The Board is the Group's chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the Board for the purposes of allocating resources and assessing performance. The Group has three reportable segments, being social gaming, real money gaming and marketing services. Each segment represents different brands, products and services provided. The social gaming segment operate the brands 5 Star Slot, AvaTingo and Sh*tHEAD and provide freemium gaming services to the US and Europe. The real money gaming segment operates the PocketFruity and Spin Genie brands in the UK. The marketing services segment represents the services provided to market the white label products. The marketing services segment also includes other online marketing services provided to other bingo and casino operators and other marketing services.

 

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

 

The Board evaluates performance on the basis of segment loss. This measurement basis excludes head office costs not derived from operations of any segment and are only disclosed in total.

 

Reportable segment information

 

The Group has reportable segments as follows:

§ Real money gaming

§ Social gaming

§ Marketing services

 

 

 

For the 6 months ended 30 September 2014 (Unaudited)

 

Social gaming

Real money gaming

Marketing services

Total

 

 

£

£

£

£

 

Revenue

299,480

959,952

3,329,232

4,588,664

 

Marketing expenses

-

(561,185)

(3,014,329)

(3,575,514)

 

Operating expenses

(132,505)

(548,701)

-

(681,206)

 

Administration expenses - operating segments

(120,024)

(789,361)

(857,229)

(1,766,614)

 

 

 

Reportable segment loss

46,951

(939,295)

(542,326)

(1,434,670)

 

 

 

 

For the 6 months ended 31 March 2014

(Unaudited)

 

Social gaming

Real money gaming

Marketing services

Total

 

 

£

£

£

£

 

Revenue

801,343

662,102

2,088,480

3,551,925

 

Marketing expenses

(607,058)

(417,152)

(4,123,049)

(5,147,259)

 

Operating expenses

(313,240)

(365,792)

(94)

(679,126)

 

Administration expenses - operating segments

(707,600)

(320,701)

(507,833)

(1,536,134)

 

 

 

Reportable segment loss

(826,555)

(441,543)

(2,542,496)

(3,810,594)

 

 

 

 

For the 6 months ended 30 September 2013

(Unaudited)

 

 

Social gaming

Real money gaming

Marketing services

Total

 

£

£

£

£

Revenue

442,837

217,196

221,027

881,060

Marketing expenses

(520,177)

(123,021)

(1,070,079)

(1,713,277)

Operating expenses

(239,070)

(109,190)

-

(348,260)

Administration expenses - operating segments

(235,521)

(159,444)

(382,108)

(777,073)

Reportable segment loss

(551,931)

(174,459)

(1,231,160)

(1,957,550)

 

 

Reconciliation of reportable segments to Group totals:

 

30 Sep 2014

Unaudited

31 Mar 2014

Unaudited

30 Sep 2013

Unaudited

£

£

£

Total revenue from reportable segments, being total Group revenue

4,588,664

3,551,925

881,060

 

 

 

Total loss from reportable segments

(1,434,670)

(3,810,594)

(1,957,550)

Administration expenses - head office

(832,748)

(516,289)

(265,432)

Administration expenses - Listing and acquisition costs

(132,671)

(37,500)

(436,341)

Marketing expenses - head office

(27,538)

(22,892)

-

Amortisation of intangible assets

(473,228)

(419,022)

(150,367)

Depreciation of property, plant and equipment

(19,259)

(15,119)

(2,992)

Finance expense

(14,524)

(4,171)

(3,090)

Finance income

10,511

2,794

1,886

Share-based payments arising from reverse transaction

-

-

(431,392)

Share-based payments

(224,918)

(69,165)

(36,471)

Loss before tax

(3,149,045)

(4,891,958)

(3,281,749)

 

 

As at 30 September 2014

(Unaudited)

Social gaming

Real money gaming

Marketing services

Total

 

 

£

£

£

£

 

 

Additions to non-current assets

-

267,356

3,082

270,438

 

 

 

Reportable segment assets

582,235

991,296

4,644,305

6,217,836

 

 

Head office assets

16,894,746

 

 

 

Total Group assets

23,112,582

 

 

 

Reportable segment liabilities

(116,534)

(698,919)

(1,393,199)

(2,208,652)

 

 

Head office liabilities

(5,475,106)

 

 

 

Total Group liabilities

(7,683,758)

 

 

 

 

As at 31 March 2014

(Unaudited)

Social gaming

Real money gaming

Marketing services

Total

 

 

£

£

£

£

 

 

Additions to non-current assets

5,544

3,814

1,722

11,080

 

 

 

Reportable segment assets

861,052

332,964

2,261,263

3,455,279

 

 

Head office assets

8,462,495

 

 

 

Total Group assets

11,917,774

 

 

 

Reportable segment liabilities

(273,351)

(514,548)

(1,156,692)

(1,944,591)

 

 

Head office liabilities

(301,247)

 

 

 

Total Group liabilities

(2,245,838)

 

 

 

 

As at 30 September 2013

(Unaudited)

Social gaming

Real money gaming

Marketing services

Total

 

 

£

£

£

£

 

 

Additions to non-current assets

794,880

120,169

116,048

1,031,097

 

 

 

Reportable segment assets

1,330,848

298,902

2,639,000

4,268,750

 

 

Head office assets

8,294,245

 

 

 

Total Group assets

12,562,995

 

 

 

Reportable segment liabilities

(702,107)

(427,128)

(323,144)

(1,452,379)

 

 

Head office liabilities

(482,456)

 

 

 

Total Group liabilities

(1,934,835)

 

 

 

 

Geographical information

The Group considers that its primary geographic regions are UK, including Channel Islands and Gibraltar, USA and the Rest of World. No revenue is derived from real money gaming in the USA. Revenues from customers outside the UK (including Channel Islands and Gibraltar) and USA are not considered sufficiently significant to warrant separate reporting. Marketing services revenues primarily relates to end users located in the UK and have been included in UK on that basis. All non-current assets are based in the UK.

 

The Group's performance can be reviewed by considering the geographical locations within which all assets in the Group operates. This information is outlined below:

 

External revenue

by location of customers

External revenue

by location of customers

External revenue

by location of customers

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

UK, including Channel Islands and Gibraltar

4,302,698

2,697,712

455,650

USA

223,998

601,619

323,128

Rest of the World

61,968

252,594

102,282

4,588,664

3,551,925

881,060

 

 

Non-current assets

by location of assets

Non-current assets

by location of assets

Non-current assets

by location of assets

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

UK, including Channel Islands and Gibraltar

17,269,238

8,137,946

6,032,896

USA

-

-

-

Rest of the World

-

-

-

17,269,238

8,137,946

6,032,896

 

 

3. Finance income and expense

30 Sep 2014

31 Mar 2014

30 Sep 2013

Finance income

£

£

£

Interest received

10,511

2,794

1,886

Total finance income

10,511

2,794

1,886

Finance expense

Bank interest expense paid

4,082

4,171

3,090

Unwinding of discount on contingent consideration

10,442

-

-

Total finance expense

14,524

4,171

3,090

 

 

4. Tax expense

30 Sep 2014

31 Mar 2014

30 Sep 2013

 

£

£

£

Loss for the period

(3,149,045)

(4,891,958)

(3,281,749)

Expected tax at effective rate of corporation tax in the UK of 21% (31 Mar 2014: 23% and 2013: 23.5%)

(661,299)

(1,125,150)

(771,211)

Expenses not deductible for tax purposes

2,441

1,822

86,376

Depreciation in excess of capital allowances

4,044

3,496

709

Effects of overseas taxation

9,225

-

-

Origination and reversal of temporary differences

35,716

-

-

Tax losses carried forward

645,589

1,119,832

684,126

Total tax credit/(expense)

35,716

-

-

 

There are unused tax losses carried forward as at the balance sheet date of £21,161,282 (31 Mar 14: £18,053,558 and 30 Sep 2013: £13,184,724) equating to an unrecognised deferred tax asset of £4,443,869 (31 Mar 14: £4,152,318 and 2013: £3,098,410). No deferred tax asset has been recognised in respect of these losses, as the recoverability of any asset is dependent upon sufficient profits being achieved in future years to utilise this asset. The timings of such profits are uncertain.

 

 

5. Loss per share

30 Sep 2014

31 Mar 2014

30 Sep 2013

 

£

£

£

 

 

Loss after tax

(3,113,329)

(4,891,958)

(3,281,749)

 

 

 

Number

Number

 

 

Weighted average number of Ordinary Shares used in calculating basic loss per share

187,324,640

155,081,243

36,434,501

 

 

 

Weighted average number of Ordinary Shares used in calculating dilutive loss per share

187,324,640

155,081,243

36,434,501

 

 

 

The weighted average number of ordinary shares in 2013 was calculated using an exchange ratio applied in the reverse take over

 

Basic and diluted loss per share (pence)

(1.66)

(3.15)

(9.01)

 

 

 

 

6. Intangible assets

 

Goodwill

Customer database

Software

Development costs

Total

£

£

£

£

£

Cost

Acquired through business combination

4,810,187

387,512

-

477,439

5,675,138

Additions

-

-

361,684

48,522

410,206

At 30 September 2013

4,810,187

387,512

361,684

525,961

6,085,344

Acquired through business combination

1,904,028

458,409

-

-

2,362,437

Additions

-

-

-

165,207

165,207

At 31 March 2014

6,714,215

845,921

361,684

691,168

8,612,988

Acquired through business combination (note 13)

6,829,690

2,343,632

-

-

9,173,322

Additions

-

-

-

248,288

248,288

At 30 September 2014

13,543,905

3,189,553

361,684

939,456

18,034,598

Amortisation

Amortisation charge

-

53,662

71,900

44,124

169,686

At 30 September 2013

-

53,662

71,900

44,124

169,686

Amortisation charge

-

218,284

60,280

140,458

419,022

At 31 March 2014

-

271,946

132,180

184,582

588,708

Amortisation charge

-

317,050

60,269

95,909

473,228

At 30 September 2014

-

588,996

192,449

280,491

1,061,936

Net book value

At 30 September 2013

4,810,187

333,850

289,784

481,837

5,915,658

At 31 March 2014

6,714,215

573,975

229,504

506,586

8,024,280

At 30 September 2014

13,543,905

2,600,557

169,235

658,965

16,972,662

 

 

7. Other assets

 

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

Other assets

121,500

55,598

57,598

 

Other assets represent the rental deposits on an operating leases.

 

 

8. Trade and other receivables

 

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

Trade and other receivables

736,565

661,398

612,307

Prepayments and accrued income

1,308,334

1,273,440

732,469

2,044,899

1,934,838

1,344,776

 

All amounts shown fall due for payment within one year

 

 

9. Cash and cash equivalents

 

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

Cash and cash equivalents

3,778,877

1,825,422

5,063,470

Restricted cash

19,568

19,568

121,853

3,798,445

1,844,990

5,185,323

 

Restricted cash of £19,568 (31 Mar 2014: £19,568 and 30 Sep 2013: £121,853) relates to funds held in Swiss subsidiaries which are currently undergoing liquidation. The funds are restricted and are not included in the consolidated statement of cash flows.

 

 

10. Trade and other payables

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

Trade and other payables

1,164,849

1,226,074

574,582

Accruals

1,253,824

635,851

1,217,702

Player liabilities

340,719

265,690

98,047

2,759,392

2,127,615

1,890,331

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

 

 

11. Loans and borrowings

 

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

Current liabilities

Loans and borrowings

23,593

24,000

24,000

Non-current liabilities

Loans and borrowings

-

8,504

20,504

 

 

12. Share capital

 

Ordinary Shares

30 Sep 2014

31 Mar 2014

30 Sep 2013

£

£

£

187,291,694 (31 Mar 2014: 160,809,880 and 2013: 146,333,690) Ordinary Shares of 10 pence each

18,729,170

16,080,988

14,633,369

 

 

Movements in share capital

 

 

Number

£

Bingo Realms Limited Ordinary Shares issued for cash consideration

1,000,000

100,000

At 31 March 2013

1,000,000

100,000

Bingo Realms Limited Ordinary Shares issued for cash consideration

1,237,500

123,750

Adjustments in respect of the reverse transaction

82,626,610

8,262,661

Ordinary Shares issued in the acquisition of Bejig Limited and AlchemyBet Limited

35,238,730

3,523,873

Ordinary Shares issued for cash consideration

26,230,850

2,623,085

At 30 September 2013

146,333,690

14,633,369

Ordinary Shares issued for cash consideration

14,476,190

1,447,619

At 31 March 2014

160,809,880

16,080,988

Ordinary Shares issued for cash consideration

18,906,063

1,890,606

Ordinary Shares issued in the acquisition Blueburra Holdings Limited

7,575,757

757,576

At 30 September 2014

187,291,700

18,729,170

 

On 5 September 2014, 18,148,487 shares were issued at £0.33 per share with a cost of £93,702 associated with the share issue. In addition 7,575,757 shares were issued at £0.33 per share as part of the acquisition of Blueburra Holdings Limited.

 

On 9 September 2014, 757,576 shares were issued at £0.33 per share.

Ordinary B Shares and Deferred Shares

 

Ordinary B Shares have a nominal value of 0.01 pence each ("B Shares") and Deferred Shares have a nominal value of 0.01 pence each ("Deferred Shares"). The B Shares and the Deferred Shares shall not entitle the holders of them to receive notice of, to attend, to speak or to vote at any general meeting (including Annual General Meetings) of the Company. At 30 September 2014 there were no B Shares or Deferred Shares in issue.

 

13. Business combination during the period

 

On 5 September 2014, the Group acquired 100% of the voting equity of Blueburra Holdings Limited. Digital Blue Limited, a wholly owned subsidiary of Blueburra Holdings Limited is an eGaming marketing specialist. The acquisition is expected to expedite the Group's marketing strategy in the UK by adding further reach and capability to its current affiliate marketing subsidiary, Quickthink Media and adding an enlarged database of players for cross promotion, as well as further white label brands, which will allow for greater Group cross marketing and consequently, monetisation. Details of the fair value of identifiable assets and liabilities acquired and purchase consideration and goodwill are as follows:

 

Book value

Adjustment

Fair value

£

£

£

Non-contractual customer lists and relationships

-

2,343,632

2,343,632

Property, plant and equipment

47,779

-

47,779

Trade and other receivables

330,022

-

330,022

Other assets

1,500

-

1,500

Cash

652,054

-

652,054

Trade and other payables

(364,349)

-

(364,349)

Total net assets

667,006

2,343,632

3,010,638

 

Fair value of consideration paid

£

Cash consideration

2,500,000

Share consideration

2,500,000

Contingent consideration

4,840,328

Total consideration

9,840,328

Goodwill arising on acquisition (Note 6)

6,829,690

 

 

Contingent consideration at acquisition date

4,840,328

Unwinding of discount on contingent consideration

10,442

Contingent consideration at 30 September 2014

4,850,770

The Group has agreed to pay an additional consideration dependent on the achievement of performance targets in the periods post acquisition payable over a three year period. The consideration will be settled in cash and ordinary shares of Gaming Realms plc on their payment dates on achieving the relevant target. The Group has recognised £4,840,328 being the present value of contingent consideration having made a probability based assessment of the amount payable related to the additional consideration, which represents the fair value at acquisition date. Contingent consideration has been calculated based on the Group's expectation of what it will pay in relation to the post-acquisition performance of the acquired entities by weighting the probability of a range of payments to give an estimate of the final obligation.

 

Goodwill recognised in the acquisition of Blueburra Holdings Limited relates to the presence of certain intangible assets, which do not qualify for separate recognition.

 

 

14. Events after reporting date

 

On 2 December 2014, the original shareholders of Quickthink Media Limited have agreed to accept £825,000 cash in lieu of the 3,571,428 Ordinary Shares as payment of the deferred consideration, The deferred consideration is payable by the 10 December 2014.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR QKNDQOBDDKBK
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