REG - GVC Holdings PLC - Full Year Results <Origin Href="QuoteRef">GVC.L</Origin> - Part 2
25/04/2016 07:06
- Part 2: For the preceding part double click ID:nRSY1417Wa
offer to bwin.party share and option holder (E1,508.2m)
Existing bwin.party debt discharged* (E56.7m)
Deal costs Bwin.party GVC
- Discharged before 31 December 2015 E4.2m E13.5m
- Discharged since 1 January 2016 E8.8m E16.9m
(E43.4m)
Other liabilities contractually discharged at or near deal close (E3.2m)
FUNDS AVAILABLE FOR WORKING CAPITAL AND RESTRUCTURING E188.1m
* includes any and all amounts repaid since 31 December 2015 including any interest and break fees
I can now turn to the condensed aggregated balance sheet, income statement and cash flow statement of the combined entities
as they would have looked for the year ended 31 December 2015, making adjustments for the businesses which bwin.party
disposed of during 2015.
The aggregated statements do not reflect the accounting for the business combination, whereby assets and liabilities
acquired will be fair valued, and goodwill will be recognised by the Group, nor the funding for the acquisition, with
consequential impacts on the income statement. Please note that the aggregated balance sheet, income statement and cash
flow statement have not been prepared on the same basis as the Unaudited Pro Forma Information of the Enlarged Group
included in Part 7 of the Prospectus prepared by GVC in connection with the bwin.party acquisition.
The figures of GVC Group have been aggregated with the bwin.party figures which have been audited by their respective
independent auditors.
A balance sheet prepared as an aggregation of the enlarged Group at 31 December 2015 is shown below:
AGGREGATED BALANCE SHEET
As at 31 December 2015 Bwin GVC Aggregated
E millions (audited) (Unaudited)
Non-current assets
Intangible assets 512.3 155.1 667.4
Property plant and equipment 48.6 1.4 50.0
Available for sale financial assets 3.7 2.6 6.3
Other investments 1.1 1.1
Deferred consideration receivable 6.4 6.4
Deferred tax 2.0 2.0
574.1 159.1 733.2
Current assets
*Cash, cash equivalents and short-term investments 166.4 28.2 194.6
*Payment processor balances 30.9 21.7 52.6
Deferred consideration receivable 6.0 - 6.0
Assets held for sale 14.5 3.8 18.3
Income taxes receivable - 6.0 6.0
Other receivables and prepayments 63.4 12.9 76.3
281.2 72.6 353.8
Current liabilities
*Customer liabilities (106.3) (14.8) (121.1)
*Progressive prize pools (8.6) (8.6)
Accrued deal costs - - -
Trade and other payables (110.2) (32.0) (142.2)
Income and gaming taxes payable (34.7) (9.3) (44.0)
Hedging instrument liability - (9.9) (9.9)
Share option liability - (9.7) (9.7)
*Loans and borrowings (6.8) (3.7) (10.5)
Provision for onerous contracts (8.1) - (8.1)
Contingent consideration payable (0.8) (1.6) (2.4)
(275.5) (81.0) (356.5)
Non-current liabilities
Contingent consideration payable and similar (4.4) (0.7) (5.1)
*Loans and borrowings (49.7) (19.8) (69.5)
Share option liability - (2.1) (2.1)
Deferred tax (26.1) - (26.1)
(80.2) (22.6) (102.8)
Total net current assets 5.7 (8.4) (2.7)
Total of net current assets less non-current liabilities (74.5) (31.0) (105.5)
Total net assets 499.6 128.1 627.7
*Net cash/(net debt) 25.9 11.6 37.5
There are a number of liabilities which are split between current and non-current. The table below summarises these:
As at 31 December 2015 Bwin GVC Aggregated
E million (audited) (Unaudited)
Memorandum: total of deferred consideration payable (5.2) (2.3) (7.5)
Memorandum: total of loans and indebtedness (56.5) (23.5) (80.0)
Memorandum: share option liability discharged on acquisition - (11.8) (11.8)
An Income statement, aggregated as if bwin.party had been acquired on 1 January 2015, would appear as below:
AGGREGATED INCOME STATEMENT
Year ended 31 December 2015E millions Bwin Disposals Reclassi-fication Bwin restated GVC Aggregated (Unaudited)
Sports wagers 2,708.5 2,708.5 1,683.0 4,391.5
Sports margin % 9.02% 9.02% 9.16% 9.07%
Sports margin 244.3 244.3 154.1 398.4
Sports NGR 220.6 220.6 113.9 334.5
Gaming 355.8 (14.3) - 341.5 133.8 475.3
TOTAL REVENUES 576.4 (14.3) - 562.1 247.7 809.8
Variable costs (278.8) 7.0 - (271.8) (112.3) (384.1)
Contribution 297.6 (7.3) - 290.3 135.4 425.7
Contribution % 51.6% 51.0% - 51.6% 54.6% 52.6%
Expenditure (189.1) 5.2 3.0 (180.9) (81.3) (262.2)
Clean EBITDA 108.5 (2.1) 3.0 109.4 54.1 163.5
Deal costs and similar* (25.3) (25.3) (23.3) (48.6)
Other exceptional items* (9.8) (9.8) - (9.8)
Retrospective gaming taxes* (8.9) (8.9) (1.2) (10.1)
Net financial income/(expense) 1.4 - (3.0) (1.6) (2.3) (3.9)
Depreciation, Amortisation (68.0) (68.0) (5.0) (73.0)
Impairments and similar items (7.9) (7.9) 3.6 (4.3)
Share option charges (33.2) (33.2) (0.4) (33.6)
Other costs 3.0 3.0 - 3.0
Profit before tax (40.2) (2.1) - (42.3) 25.5 (16.8)
Taxation (4.2) (4.2) (0.8) (5.0)
Profit/(loss) for the year (44.4) (2.1) - (46.5) 24.7 (21.8)
Normalised profit for the year (* added back) 46.7
A cash flow, aggregated as if bwin.party had been acquired on 1 January 2015, would appear as below:
AGGREGATED CASH FLOW
Year ended 31 December 2015E millions Bwin Disposals Reclassi-fication Bwin restated GVC Aggregated(Unaudited)
Clean EBITDA 108.5 (2.1) 3.0 109.4 54.1 163.5
Plant and equipment (38.3) (38.3) (1.2) (39.5)
Capitalised development costs (19.4) (19.4) (5.0) (24.4)
Exceptional items incurred in cash - - (1.5) (1.5)
Debt & Lease repayments (3.6) (3.6) (5.0) (8.6)
Investments made and similar 2.8 2.8 - 2.8
Earn-out repayments - (2.4) (2.4)
Cash settled share options - (0.5) (0.5)
Loans drawn down (gross) - 20.0 20.0
Draw down fees, interest and legal expenses - (9.0) (9.0)
Other deal related professional fees - (13.5) (13.5)
FX option premium paid, less return of premium received - 0.3 0.3
Net finance expenses (0.8) (0.8) (0.8)
Net payment of taxes (8.2) (8.2) (8.2)
Net issue of shares 0.2 0.2 0.2
Working capital movements (10.1) (10.1) 8.4 (1.7)
Cash movement for the year before dividend 31.1 (2.1) 3.0 32.0 44.7 76.7
Dividend paid (43.2) (43.2) (34.3) (77.5)
Cash movement for year (12.1) (2.1) 3.0 (11.2) 10.4 (0.8)
Cash at start of year 164.4 - 13.5 177.9 17.8 195.7
Cash at end of year 152.3 (2.1) 16.5 166.7 28.2 194.9
Clean net operating cash flow 31.7 - - 31.7 52.9 84.6
Future trading updates and financial calendar
It is anticipated that GVC will make further announcements on or around the following dates:
W/c 25 April 2016 Publication of Report and Accounts on the Company's website, www.gvc-plc.com
30 April 2016 Posting of Report and Accounts and Notice of AGM
24 May 2016 AGM trading update, Result of AGM
July 2016 H1 trading update
September 2016 Interim results
Richard Cooper
Group Finance Director
22 April 2016
PRINCIPAL RISKS AND UNCERTAINTIES
There are a number of potential risks and uncertainties which could have a material impact on the Group's future
performance. To mitigate against these risks, the Group conducts a continuous process of assessments that examine whether
any risk has increased, decreased or become obsolete; identify new risks; and evaluate the likelihood of each risk
occurring and the impact it would have on the Group.
The key risks and how we seek to manage them are set out below:
Technology
The Group may be threatened by Denial of Service attacks or similar. The Group has highly advanced preventative measures with world-class technology firms.
Natural or man-made disasters may affect continuity of operations, undermining player confidence. Disaster recovery and business continuity solutions are in place and tested regularly.
With technological advances and continuous shifts in how consumers access our services, maintaining and improving technology may become more complex. Focus on developing customer experience, for example through an expanded mobile offering.
Following the acquisition of bwin.party, the Group is undertaking a significant technology platform migration, which carries a project risk. Close monitoring by management; reporting up to the Board regularly.
Regulatory
Conflict between jurisdictions in which the customer resides and where the service is provided; risk of enforcement action. Strict adherence to the laws of the jurisdiction in which the service is provided and the rules and protocols in nationally regulated markets.
In some markets regulation is not clearly defined or adopted; there may be changes in regulation in all markets. Close monitoring of regulatory developments and assessment of their longer term impact. Maintenance of a diversified product portfolio.
Taxation
Imposition of additional gaming or other indirect taxes. May not be possible to mitigate. However, payment of additional taxes may create opportunities to work with governments and gain market benefits.
Transfer pricing between group entities could be challenged by the tax authorities. Intra-group transactions are documented and take place on commercial terms. Regular review of all tax arrangements and update transfer pricing when required.
Changes in VAT rules within the EU impacting the digital economy. Monitor the situation, as significant uncertainty remains.
Economic
Conditions in the Eurozone remain challenging and this may erode customer base confidence and spending power. Customer retention programmes.Broader geographic spread of products.
Foreign exchange movements; risk of certain countries exiting the Euro. The Group tries to match its income and cost exposures to create a natural hedge.Regular evaluation of low cost hedging opportunities.Wherever practical, financial assets held within certain countries are limited so they do not exceed the financial liabilities in that
jurisdiction.
Economic (continued)
Brexit: if the outcome of the June referendum is that the UK leaves the EU, this may increase the volatility of global currency and financial markets. In addition, it may reduce the Group's ability to operate in certain EU markets without a change in Monitor the situation. The Group has licences in a number of EU countries including: Malta, Denmark, Italy, France, Romania, Greece, Germany, as well as licences in the Brexit zone (UK, Gibraltar).
domiciliation, which could carry a higher tax burden.
Financial
Increases in EURIBOR will increase the interest cost for the Group. The loan arrangements contain covenants which, if breached, would trigger early repayment of the facility. Maintenance of cash headroom mitigates some interest rate risk and provides flexibility of early repayment. Covenants are monitored on a monthly basis.
Operational
The market place becomes more competitive via new entrants or more attractive products available from those or existing competitors. Monitoring of the competitive landscape.Working with software providers to enhance the product offering.
Withdrawal of payment processing facilities. Multiple payment processing methods used by the Group.
Reliance on third party payment and multi-currency processing systems. Spreading of risk across payment processors with varying deposit and withdrawal methods.
Dependence on third party software. Long-term contracts in place with key suppliers.
Dependence on key personnel. There is a broad base of executives below Board level which has been strengthened with recent joiners.
Loss of major introducer of business. Competitive revenue sharing models applied and monitored regularly. Key introducers are offered long-term revenue prospects with the Group to ensure alignment of financial interests.
Loss of major customer. Highly diversified customer base with thousands of customers across all brands.
Poor sports results. Sports represents c.50% of the Group's net gaming revenue and as a matter of policy they are not hedged as over the longer term sports results trend to the Group's expected margin percentage.
Abnormal jackpot wins. Revenues from some business lines have a jackpot insurance policy; others do not, as a matter of policy.
Business integration process following the acquisition of bwin.party: risk of business disruption and the impact on staff; risk of unexpected costs or constraints on delivering expected synergies. Regular monitoring by management.
Business integration process following the acquisition of bwin.party: risk of business disruption and the impact on staff;
risk of unexpected costs or constraints on delivering expected synergies.
Regular monitoring by management.
For and on behalf of the Board of GVC Holdings PLC.
Richard Cooper
Group Finance Director
Registered office: 32 Athol Street, Douglas, Isle of Man, IM1 1JB
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2015
2015 2014
Notes E000's E000's
Net Gaming Revenue 2 247,730 224,801
Cost of sales (112,369) (101,513)
Contribution 2 135,361 123,288
Administrative costs 3 (81,284) (74,126)
Clean EBITDA 54,077 49,162
Share option charges 3 (449) (736)
Exceptional items 3 (24,496) -
Depreciation and amortisation 3, 6 (4,985) (3,912)
Impairment of available for sale asset 7 (1,216) (1,593)
Changes in the fair value of derivative financial instruments 8 4,817 -
Operating profit 27,748 42,921
Financial income 4 4 16
Financial expense 4 (2,246) (1,646)
Profit before tax 25,506 41,291
Taxation expense (847) (728)
Profit after tax 24,659 40,563
Earnings per share E E
Basic 5 0.402 0.664
Diluted 5 0.383 0.614
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2015
2015 2014
E000's E000's
Profit for the year 24,659 40,563
Total comprehensive income for the year 24,659 40,563
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 December 2015
2015 2014
Notes E000's E000's
Assets
Property, plant and equipment 1,428 1,147
Intangible assets 6 155,153 154,260
Available for sale financial asset 7 2,585 3,801
Total non-current assets 159,166 159,208
Trade and other receivables 34,618 27,605
Winunited option asset 8 3,808 -
Income taxes reclaimable 5,972 3,925
Other tax reclaimable 12 139
Cash and cash equivalents 28,170 17,829
Total current assets 72,580 49,498
Total assets 231,746 208,706
Current liabilities
Trade and other payables (32,016) (26,777)
Balances with customers (14,808) (13,036)
Amounts due under finance leases (691) (1,362)
Non-interest bearing loans and borrowings 9 (3,020) (2,735)
Deferred consideration on Betboo (1,606) (2,347)
Share option liability 11 (9,740) (184)
Forward contract liability 3 (9,877) -
Income taxes payable (7,251) (5,014)
Other taxation payable (2,020) (1,338)
Total current liabilities (81,029) (52,793)
Current assets less current liabilities (8,449) (3,295)
Non-current liabilities
Interest bearing loans and borrowings 9 (19,821) (327)
Non-interest bearing loans and borrowings 9 - (2,777)
Share option liability 11 (2,036) -
Betit option liability 8 (736) (1,745)
Deferred consideration on Betboo - (1,606)
Total non-current liabilities (22,593) (6,455)
Total net assets 128,124 149,458
Capital and reserves
Issued share capital 10 613 613
Merger reserve 10 40,407 40,407
Share premium 10 85,380 85,380
Translation reserve 10 359 359
Retained earnings 10 1,365 22,699
Total equity attributable to equity holders of the parent 128,124 149,458
The financial statements were approved and authorised for issue by the Board of Directors on 22 April 2016 and signed on
their behalf by:
K.J. Alexander(Chief Executive Officer) R.Q.M. Cooper(Group Finance Director)
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2015
Attributable to equity holders of the parent company:
Share Capital Merger Reserve SharePremium Translation Reserve Retained Earnings* Total
Notes E000's E000's E000's E000's E000's E000's
Balance at 1 January 2014 609 40,407 84,530 359 15,191 141,096
Share option charges** - - - - 552 552
Share options exercised 4 - 850 - - 854
Dividend paid - - - - (33,607) (33,607)
Transactions with owners 4 - 850 - (33,055) (32,201)
Profit for the year - - - - 40,563 40,563
Total comprehensive income for the year - - - - 40,563 40,563
Balance as at 31 December 2014 613 40,407 85,380 359 22,699 149,458
Balance at 1 January 2015 613 40,407 85,380 359 22,699 149,458
Share option charges** 11 - - - - 509 509
Share options surrendered 11 - - - - (12,183) (12,183)
Share options exercised 11 - - - - - -
Dividend paid - - - - (34,319) (34,319)
Transactions with owners - - (45,993) (45,993)
Profit for the year - - - - 24,659 24,659
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - 24,659 24,659
Balance as at 31 December 2015 613 40,407 85,380 359 1,365 128,124
*the share option reserve included within retained earnings at 31 December 2015 amounted to a debit balance of E6,955,345,
largely due to the surrender of fully vested share options during 2015, now recognised as a liability.
**total share option charge per the Consolidated Income Statement amounted to E449,231, the difference being a net credit
to the cash settled share option expense of E59,282 which is not taken directly to retained earnings.
All reserves of the Company are distributable, as under the Isle of Man Companies Act 2006 distributions are not governed
by reserves but by the Directors undertaking an assessment of the Company's solvency at the time of distribution (section
49, Companies Act Isle of Man 2006).
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2015
2015 2014
Notes E000's E000's
Cash flows from operating activities
Cash receipts from customers 248,227 221,048
Cash paid to suppliers and employees (208,600) (172,581)
Corporate taxes recovered - 1,256
Corporate taxes paid (657) (1,740)
Net cash from operating activities 38,970 47,983
Cash flows from investing activities
Interest received 4 16
Acquisition earn-out payments (Betboo) (2,401) (4,339)
Investment in Betit 8 - (3,649)
Acquisition of property, plant and equipment (1,156) (802)
Capitalised development costs 6 (5,003) (3,343)
Net cash used in investing activities (8,556) (12,117)
Cash flows from financing activities
Proceeds from interest bearing loan (Cerberus) 9 19,375 -
Non-interest bearing loan (from William Hill) 9 (3,245) (2,856)
Proceeds from issue of share capital - 854
Repayment of borrowings (1,768) (1,149)
Dividend paid (34,319) (33,607)
Net cash used in financing activities (19,957) (36,758)
Net increase/(decrease) in cash and cash equivalents 10,457 (892)
Exchange differences (116) (87)
Cash and cash equivalents at beginning of the year 17,829 18,808
Cash and cash equivalents at end of the year 28,170 17,829
The notes below form part of these financial statements.
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The financial information, which comprises the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash flows and related notes, is derived from the Group financial statements for the year ended 31 December
2015, which have been prepared under International Financial Reporting Standards as adopted by the European Union (IFRS)
and those parts of the Isle of Man Companies Act 2006 applicable to companies reporting under IFRS.
The financial information does not constitute the Group's statutory accounts, but is derived from those accounts. This
financial information has been agreed with the auditors for release.
The preparation of financial statements in conformity with IFRSs requires directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on various factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period or in the period of the revision
and future periods if the revision affects both current and future periods.
The consolidated financial information is prepared on the basis of the accounting policies stated in the Group's Annual
Report 2014. The accounting policies have been applied consistently to all periods presented in these consolidated
financial statements.
2. SEGMENTAL REPORTING
Management follows one business line with two operating segments, being Sports and Gaming segmenting the revenues. These
operating segments are monitored and strategic decisions are made on the basis of overall operating results.
Management also monitors revenue by geographic location of its customers, monitoring performance in Europe and Latin
America.
2.1 Geographical Analysis
The Group's revenues and other income from external customers are divided into the following geographic areas:
2015 2014
E000's E000's
Europe 214,980 197,442
Latin America and Emerging Markets 32,750 27,359
Total 247,730 224,801
The total non-current assets (other than financial instruments, investments accounted for using the equity method, deferred
tax assets and post-employment benefit assets) located in Europe is E103,350,000 (2014: E103,446,000) and the total located
in other regions is E55,816,000 (2014: E55,762,000).
Revenues from external customers in the Group's domicile, Europe, as well as its major markets, Latin America and emerging
markets, have been identified on the basis of the customer's geographical location. Non-current assets are allocated based
on their physical location.
2.2 Reporting by Segment
2015 2014
Notes E000's E000's
STATEMENT OF REVENUE
Sports wagers 1,682,955 1,463,523
Sports margin 9.2% 9.8%
Gross margin 154,086 143,544
Sports bonuses (40,234) (33,345)
Sports NGR 113,852 110,199
Gaming NGR 133,878 114,602
Total Revenue 247,730 224,801
Management do not review the performance of each segment below the level of Net Gaming Revenue.
2.3 Detailed income statement
Net Gaming Revenue 247,730 224,801
Variable costs* (112,369) (101,513)
Contribution 135,361 123,288
Contribution margin 55% 55%
Other operating costs 3
Personnel expenditure (including incentive arrangements) (48,454) (43,055)
Professional fees (4,662) (4,489)
Technology costs (23,659) (20,991)
Office, travel and other costs (3,471) (5,248)
Third party service costs - (3)
Foreign exchange differences (1,038) (340)
Clean EBITDA 54,077 49,162
Exceptional items 3 (24,496) -
Share option charges 3 (449) (736)
Impairment of available for sale asset 7 (1,216) (1,593)
Movement in fair value of derivative financial instruments 8 4,817 -
EBITDA 32,733 46,833
Depreciation and amortisation 3 (4,985) (3,912)
Financial income 4 4 16
Financial expense 4 (2,110) (869)
Finance lease interest 4 (82) (67)
Unwinding of discount on deferred consideration 4 (54) (710)
Profit before tax 25,506 41,291
Taxation (847) (728)
Profit after tax from continuing operations 24,659 40,563
* Variable costs include betting taxes & VAT, payment service provider charges, software royalties, chargebacks & bad debt, commissions and marketing costs
2.4 Performance Summary by six month period
Total
E000's E000's
Revenue
H2-2015 126,814
H1-2015 120,916
FY-2015 247,730
H2-2014 119,735
H1-2014 105,066
FY-2014 224,801
Contribution
H2-2015 69,960
H1-2015 65,401
FY-2015 135,361
H2-2014 66,566
H1-2014 56,722
FY-2014 123,288
Clean EBITDA
H2-2015 28,592
H1-2015 25,485
FY-2015 54,077
H2-2014 26,808
H1-2014 22,354
FY-2014 49,162
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2015
3. OPERATING COSTS
2015 2014
Notes E000's E000's
Wages and salaries, including Directors (excluding incentive schemes) 23,878 21,744
Directors incentive schemes 7,168 6,918
Other employees incentive schemes 9,411 6,947
Incentive schemes 16,579 13,865
Amounts paid to long term contractors 3,333 3,270
Compulsory social security contributions 2,251 2,137
Compulsory pension contributions 722 627
Health and other benefits 902 758
Recruitment and training 789 654
Personnel expenditure (excluding share option charges) 48,454 43,055
Professional fees 4,662 4,489
Technology costs 23,659 20,991
Office, travel and other costs 3,471 5,251
Foreign exchange differences on operating activity 1,038 340
Administrative costs 81,284 74,126
Equity settled share option charges 11 509 552
Cash settled share option (credit)/charges 11 (60) 184
Exceptional items 3.1 24,496 -
Impairment of available for sale asset 7 1,216 1,593
Movement in the fair value of derivative financial instruments 8 (4,817) -
Depreciation 875 675
Amortisation 6 4,110 3,237
107,613 80,367
3.1 Exceptional Items
The Group incurred expenditure on exceptional items (as defined in accounting policy note 1.13) of E24,496,000 (2014:
Enil). These are items which are both exceptional in size and nature.
2015 2014
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