REG - Playtech PLC - Final Results <Origin Href="QuoteRef">PTEC.L</Origin> - Part 5
23/02/2017 07:08
- Part 5: For the preceding part double click ID:nRSW6177Xd
2,127
Intangible assets 8,713
Trade and other receivables 1,354
Cash and cash equivalent 12,133
Trade and other payables (1,852)
Deferred tax liability (1,742)
Minority (2,071)
Net identified assets 18,662
Goodwill 9,437
Fair value of consideration 28,099
E'000
Cash consideration 25,038
Current deferred consideration 3,061
Fair value of consideration 28,099
Cash purchased (12,133)
Net cash payable 15,966
Adjustments to fair value include the following:
Amount Amortisation
E'000 %
Customer relationship 5,290 10
IP Technology 2,273 12.5
Brand 1,150 10
The main factor leading to the recognition of goodwill is the substantial market presence and business reputation. In
accordance with IAS36, the Group will regularly monitor the carrying value of its interest in ECM.
The key assumptions used by management to determine the value in use of the Customer relationship, IP Technology and Brand
within ECM are as follows:
· The relief from royalty approach.
· The royalty rate was based on a third party market participant assumption for the use of the Customer relationship and Brand.
· The discount rate assumed is equivalent to the WACC for the Customer relationship, IP technology and Brand.
· The growth rates and attrition rates were based on market analysis.
Management has not disclosed ECM contribution to the Group profit since the acquisition nor has the impact the acquisition
would have had on the Group's revenue and profits if it had occurred on 1 January 2016 been disclosed, because the amounts
are not material.
D. Acquisition of Consolidated Financial Holdings A/S
On 30 November 2016, the Group acquired 70% of the shares of Consolidated Financial Holdings A/S ("CFH"). CFH is a
technology company with products including a Straight Through Processing brokerage which provides retail brokers with
multi-asset execution, prime brokerage services, liquidity and complementary risk management tools. The remaining 30% of
the shares are held by the founder and CEO of ECM.
The Group paid total cash consideration of E38.6 million ($41.0 million). The company will pay E0.3 million ($0.3 million)
as additional working capital adjustment in the beginning of 2017.
The Group has a call option to purchase the remaining 30% of CFH at a valuation of 6 times 2018 EBITDA capped at a total
consideration of $76.6 million less the initial consideration. The founder and CEO of CFH have certain put options over his
30% holding at the same valuation. The fair value of this option was recognised as a non current liability and reflected in
the Groups' statement of changes in equity. The fair value as of 31 December 2016 was E16.9 million.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill, are as
follows:
Fair value on acquisition
E'000
Property, plant and equipment 214
Intangible assets 26,446
Trade and other receivables 3,338
Cash and cash equivalent 80,463
Trade and other payables (6,364)
Client funds (76,952)
Deferred tax liability (5,246)
Non controlling interest (6,570)
Net identified assets 15,329
Goodwill 23,927
Fair value of consideration 39,256
E'000
Cash consideration 38,927
Current contingent consideration 329
Fair value of consideration 39,256
Cash purchased (80,463)
Net cash payable (41,207)
Adjustments to fair value include the following:
Amount Amortisation
E'000 %
Customer relationship 14,322 10
IP Technology 11,019 10-14.3
Brand 1,105 10
The main factor leading to the recognition of goodwill is the substantial market presence and business reputation. In
accordance with IAS36, the Group will regularly monitor the carrying value of its interest in CFH.
The key assumptions used by management to determine the value in use of the Customer relationship, IP Technology and Brand
within CFH are as follows:
· The relief from royalty approach.
· The royalty rate was based on a third party market participant assumption for the use of the Customer relationship and Brand.
· The discount rate assumed is equivalent to the WACC for the Customer relationship, IP technology and Brand.
· The growth rates and attrition rates were based on market analysis.
Management has not disclosed CFH contribution to the Group profit since the acquisition nor has the impact the acquisition
would have had on the Group's revenue and profits if it had occurred on 1 January 2016 been disclosed, because the amounts
are not material.
E. Other acquisitions
During the period, the Group acquired the shares of various companies for a total consideration of E13.1 million. One of
these subsidiaries was acquired in steps, with previous consideration of E2.4 million paid to acquire the previously
recognized associate.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill, are as
follows:
Fair value on acquisition
E000
Property, plant and equipment 1,189
Intangible assets 4,387
Trade and other receivables 683
Cash and cash equivalent 1,415
Trade and other payables (4,989)
Deferred tax liability (94)
Net identified assets 2,591
Goodwill 10,543
Total fair value of consideration 13,134
E'000
Cash consideration 9,545
Conversion of previously recognized associate 3,589
Fair value of consideration 13,134
Cash purchased (1,415)
Net cash payable 11,719
Adjustments to fair value include the following:
Amount Amortisation
E'000 %
Customer relationship 1,501 6.7-10
IP Technology 2,886 20-33.33
The main factor leading to the recognition of goodwill is the unique workforce and time to market benefit. In accordance
with IAS36, the Group will regularly monitor the carrying value of its interest in these acquisitions.
The key assumptions used by management to determine the value in use of the IP Technology within these acquisitions are as
follows:
· The income approach, in particular, the multi period excess earnings method.
· The discount rate assumed is equivalent to the WACC for the IP Technology.
· The growth rates and attrition rates were based on market analysis.
Management has not disclosed other acquisitions contribution to the Group profit since these acquisitions nor has the
impact the acquisition would have had on the Group's revenue and profits if it had occurred on 1 January 2016 been
disclosed, because the amounts are not material.
NOTE 27 - ACQUISITIONS IN PRIOR YEAR
A. Acquisition of Yoyo Games Limited
On 13 February 2015, the Group acquired 100% of the shares of Yoyo Games Limited ("Yoyo"). Yoyo is the home of Game Maker:
Studio ("GMS"), a mobile driven cross-platform casual game development technology that enables developers to create games
using a single programming code and then publish them to run natively across most common platforms.
The Group paid total cash consideration of E14.4 million ($16.4 million) and additional consideration capped at E2.2
million ($2.5 million), of which E1.8 million was paid in current year.
B. Acquisition of Markets Limited (previously named TradeFX Limited)
On 8 May 2015, the Group acquired 95.05% of the shares of Markets Limited ("Markets"), 91.1% on fully diluted basis. The
sellers included a company related to the significant shareholder, Telesphere Services Limited.
Markets is an online CFDs broker and trading platform provider, operates a platform for CFDs trading across multiple
channels.In addition, Markets provides a turnkey offering, including a white label solution, for B2B clients, in return for
a revenue share.
The Group paid total cash consideration of E208 million, and additional consideration capped at E250 million in cash will
be payable subject to achieving target EBITDA (note 22).
C. Other acquisitions
During the period the Group acquired 100% of the shares of various companies for a total initial consideration of E3.5
million and additional consideration capped at E4.9 million in cash will be payable subject to the achievement of certain
operational targets.
NOTE 28 - RELATED PARTIES AND SHAREHOLDERS
Parties are considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party's making of financial or operational decisions, or if both parties are controlled by the
same third party. Also, a party is considered to be related if a member of the key management personnel has the ability to
control the other party.
Skywind Holdings Limited ("Skywind"), SafeCharge Limited, Crossrider Technologies Ltd ("Crossrider"), Royalfield Limited,
Easydock Investments Ltd. ("Easydock"), Selfmade Holdings, Glispa GmbH, Anise Development Limited and Anise Residential
Limited (together "Anise") and Telesphere Services Ltd (note 27b) are related by virtue of a common significant
shareholder.
Joint venture and the structured agreements are associates of the Group by virtue of the Group's significant influence over
those arrangements.
The following transactions arose with related parties:
2016 2015
E'000 E'000
Revenue including revenue from associates
Skywind 1,683 1,562
Structured agreements and associates 12,904 35,531
Share of profit in joint venture 146 229
Share of loss in associates (693) (5,856)
Operating expenses/(credit)
SafeCharge Limited 6,150 6,674
Crossrider 2,615 2,472
Structured agreements 1,309 1,910
Anise 1,037 1,174
Skywind, net of capiltalised cost 82 3,438
Glispa GmbH 28 6
Selfmade Holdings 11 52
Royalfield Limited 4 (272)
Easydock 1 358
PT Games - 220
Interest payable
Niceidea - 46
The following are year-end balances:
Intangible assets
Skywind 4,128 1,037
Cash and cash equivalent
Safecharge Limited 2,968 5,341
Niceidea - 1,596
Structured agreements and associates 5,050 1,965
Total non-current related party receivables 5,050 3,561
Structured agreements and associates 1,971 1,435
Skywind 267 582
Crossrider 228 266
PT Games Limited - 8
Total current related party receivables 2,466 2,291
SafeCharge Limited 200 200
Structured agreements 1,682 353
Total related party payables 1,882 553
Following Hilary Stewart-Jones stepping down from the board on 1 January 2016, Niceidea and PT Games are no longer related
parties.
On 31 December 2016, Brickington held 21.93% (31 December 2015: 33.61%) of Playtech plc shares.
Mr. Teddy Sagi, the ultimate beneficiary of a trust that owns Brickington, provides advisory services to the Group for a
total annual consideration of E1.Brickington ceased to be a controlling shareholder as defined under the listing rules when
its holding fell below 25%. The relationship agreement remains in place, all transactions with the controlling shareholder
or their associates were made at an arms length.
The details of key management compensation (being the remuneration of the directors) are set out in Note 6.
NOTE 29 - SUBSIDIARIES
Details of the Group's principal subsidiaries as at the end of the year are set out below:
Playtech Software Limited British Virgin Islands 100% Main trading company of the Group, owns the intellectual property rights and licenses the software to customers.
OU Playtech (Estonia) Estonia 100% Designs, develops and manufactures online software
Techplay Marketing Limited Israel 100% Marketing and advertising
Video B Holding Limited British Virgin Islands 100% Trading company for the Videobet software, owns the intellectual property rights of Videobet and licenses it to customers.
OU Videobet Estonia 100% Develops software for fixed odds betting terminals and casino machines (as opposed to online software)
Playtech Bulgaria Bulgaria 100% Designs, develops and manufactures online software
PTVB Management Limited Isle of Man 100% Management
Evermore Trading Limited British Virgin Islands 100% Holding company
Playtech Services (Cyprus) Limited Cyprus 100% Activates the ipoker Network in regulated markets. Owns the intellectual property of GTS, Ash and Geneity businesses
VB (Video) Cyprus Limited Cyprus 100% Trading company for the Videobet product to Romanian companies
Techplay S.A. Software Limited Israel 100% Develops online software
Technology Trading IOM Limited Isle of Man 100% Owns the intellectual property rights of Virtue Fusion business
Gaming Technology Solutions Limited UK 100% Holding company of VS Gaming and VS Technology
VS Gaming Limited UK 100% Develops software and casino games
VS Technology Limited UK 100% Develops EdGE platform
Virtue Fusion (Alderney) Limited Alderney 100% Online bingo and casino software provider
Virtue Fusion CM Limited UK 100% Chat moderation services provider to end users of VF licensees
Playtech Software (Alderney) Limited Alderney 100% To hold the company's Alderney Gaming license
Intelligent Gaming Systems Limited UK 100% Casino management systems to land based businesses
VF 2011 Limited Alderney 100% Holds license in Alderney for online gaming
PT Turnkey Services Limited British Virgin Islands 100% Holding company of the Turnkey Services group
PT Turnkey EU Services Limited Cyprus 100% Turnkey services for EU online gaming operators
PT Entertenimiento Online EAD Bulgaria 100% Poker & Bingo network for Spain
PT Marketing Services Limited British Virgin Islands 100% Marketing services to online gaming operators
PT Operational Services Limited British Virgin Islands 100% Operational & hosting services to online gaming operators
Tech Hosting Limited Alderney 100% Alderney Hosting services
Paragon International Customer Care Limited British Virgin Island & branch office in the Philippines 100% English Customer support, chat, fraud, finance, dedicated employees services to parent company
CSMS Limited Bulgaria 100% Consulting and online technical support, data mining processing and advertising services to parent company
TCSP Limited Serbia 100% Operational services for Serbia
S-Tech Limited British Virgin Islands & branch office in the Philippines 100% Live games services to Asia
PT Advisory Services Limited British Virgin Islands 100% Holds PT processing Advisory Ltd
PT Processing Advisory Limited British Virgin Islands 100% Advisory services for processing & cashier to online gaming operators
PT Processing EU Advisory Limited Cyprus 100% Advisory services for processing & cashier for EU online gaming operators
PT Network Management Limited British Virgin Islands 100% Manages the ipoker network
Playtech Mobile (Cyprus) Limited Cyprus 100% Holds the IP of Mobenga AB
Playtech Holding Sweden AB Limited Sweden 100% Holding company of Mobenga AB
Mobenga AB Limited Sweden 100% Mobile sportsbook betting platform developer
Ash Gaming Limited UK 100% Develops interactive gambling and betting games
Geneity Limited UK 100% Develops Sportsbook and Lottery software
Factime Limited Cyprus 100% Holding company of Juego
Juego Online EAD Bulgaria 100% Gaming operator. Holds a license in Spain.
PlayLot Limited British Virgin Islands 100% Distributing lottery software
PokerStrategy Ltd. Gibraltar 100% Operates poker community busiess
Videobet Interactive Sweden AB Sweden 100% Trading company for the Aristocrat Lotteries VLT's
V.B. Video (Italia) S.r.l. Italy 100% Trading company for the Aristocrat Lotteries VLT's
PT Entertainment Services LTD Antigua 100% Holding gaming license in the UK
Markets Limited British Virgin Islands 95.256% Owns the intellectual property rights and marketing and technology contracts of the financial division
Safecap Limited Cyprus 95.256% Primary trading company of the financial division. Licensed investment firm and regulated by Cysec
TradeFXIL limited Israel 95.256% Financial division sales, client retention, R&D and marketing
ICCS BG Bulgaria 95.256% Financial division back office customer support
Stronglogic Services Limited Cyprus 95.256% Maintains the financial division marketing function for EU operations
Yoyo Games Limited UK 100% Casual game development technology
Quickspin AB Sweden 70% Owns video slots intellectual property
Best Gaming Technology GmbH Austria 90% Owns sports betting intellectual property solutions and primary trading company for sports betting
ECM Systems Holdings Ltd UK 90% Owns bingo software intellectual property and bingo hardware
Consolidated Financial Holdings AS Denmark 70% Owns the intellectual property which provides brokerage services, liquidity and risk management tool
CFH Clearing Limited UK 70% Primary trading company of CFH Group
70%
Primary trading company of CFH Group
NOTE 30 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Group is exposed to a variety of financial risks, which results from its financing, operating and investing activities.
The objective of financial risk management is to contain, where appropriate, exposures in these financial risks to limit
any negative impact on the Group's financial performance and position. The Group's financial instruments are its cash,
available-for-sale financial assets, trade receivables, loan receivables, bank borrowings, accounts payable and accrued
expenses. The main purpose of these financial instruments is to raise finance for the Group's operation. The Group actively
measures, monitors and manages its financial risk exposures by various functions pursuant to the segregation of duties and
principals. The risks arising from the Group's financial instruments are credit risk and market price risk, which include
interest rate risk, currency risk and equity price risk. The risk management policies employed by the Group to manage these
risks are discussed below.
A. Market risk
Market risk changes in line with fluctuations in market prices, such as foreign exchange rates, interest rates, equities
and commodities prices. These market prices affect the Group's income or the value of its holding in financial
instruments.
Exposure to market risk
In the financial trading division, the Group has exposure to market risk to the extent that it has open positions. The
Group's exposure to market risk at any point in time depends primarily on short-term market conditions and client
activities during the trading day. The exposure at each reporting date is therefore not considered representative of the
market risk exposure faced by the Group over the year.
The Group's exposure to market risk is mainly determined by the clients' open position. The most significant market risk
faced by the Group on the CFD products it offers changes in line with market changes and the volume of clients'
transactions.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest
rates. The Group's income and operating cash flows are substantially independent of changes in market interest changes. The
management monitors interest rate fluctuations on a continuous basis and acts accordingly.
Where the Group has generated a significant amount of cash, it will invest in higher earning interest deposit accounts.
These deposit accounts are short term and the Group is not unduly exposed to market interest rate fluctuations.
During the year the group advanced loans to affiliates and customers for a total amount of E5.5 million (2015: E2.3
million). The average interest on the loans is 5%.
A 1% change in deposit interest rates would impact on the profit before tax by E55 thousands.
B. Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash
inflows from financial assets on hand at the balance sheet date.
The Group closely monitors the activities of its counterparties and controls the access to its intellectual property which
enables it to ensure the prompt collection of customers' balances.
The Group's main financial assets are cash and cash equivalents as well as trade and other receivables and represent the
Group's maximum exposure to credit risk in connection with its financial assets. Trade and other receivables are carried on
the balance sheet net of bad debt provisions estimated by the Directors based on prior year experience and an evaluation of
prevailing economic circumstances.
Wherever possible and commercially practical the Group invests cash with major financial institutions that have a rating of
at least A- as defined by Standard & Poors. While the majority of money is held in line with the above policy, a small
amount is held at various institutions with no rating. The Group also holds small deposits in Cypriot and Spanish financial
institutions, as required by the respective gaming regulators that have a rating below A-. The Group holds approximately 4%
of its funds (2015: 2%) in financial institutions below A- rate and 2% in payment methods with no rating (2015:3%).
Total Financial institutions with A- and above rating Financial institutions below A- rating and no rating
E'000 E'000 E'000
At 31 December 2016 544,843 476,904 67,939
At 31 December 2015 857,898 813,164 44,734
The Group has no credit risk to clients since all accounts have an automatic margin call, which relates to a guaranteed
stop such that the client's maximum loss is covered by the deposit. The Group has risk management and monitoring processes
for clients' accounts and this is achieved via margin calling and close-out process.
The ageing of trade receivables that are past due but not impaired can be analysed as follows:
Total Not past due 1-2 months overdue More than 2 months past due
E'000 E'000 E'000 E'000
At 31 December 2016 73,744 55,928 5,325 12,491
At 31 December 2015 74,632 47,945 12,849 13,838
The above balances relate to customers with no default history and management estimate full recoverability given the
provision below.
A provision for doubtful debtors is included within trade receivables that can be reconciled as follows:
2016 2015
E'000 E'000
Provision at the beginning of the year 86 908
Charged to income statement 795 -
Provision acquired through business combination 404 -
Utilised (153) (822)
Provision at end of year 1,132 86
Related party receivables included in Note 16 are not past due.
C. Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
Foreign exchange risk arises because the Group has operations located in various parts of the world. However, the
functional currency of those operations is the same as the Group's primary functional currency (Euro) and the Group is not
substantially exposed to fluctuations in exchange rates in respect of assets held overseas.
Foreign exchange risk also arises when Group operations are entered into, and when the Group holds cash balances, in
currencies denominated in a currency other than the functional currency.
The Group's policy is not to enter into any currency hedging transactions.
D. Equity price risk
The Group's balance sheet is exposed to market risk by way of holding some investments in other companies on a short term
basis (Note 14). Variations in market value over the life of these investments have or will have an impact on the balance
sheet and the income statement.
The directors believe that the exposure to market price risk is acceptable in the Group's circumstances.
The Group's balance sheet at 31 December 2016 includes available-for-sale investments with a value of E230.3 million (2015:
E237.1 million) which are subject to fluctuations in the underlying share price.
A change of 1% in shares price will have an impact of E2.3 million on the consolidated statement of comprehensive income
and the fair value of the available for sale investments will change by the same amount.
E. Capital disclosures
The Group seeks to maintain a capital structure which enables it to continue as a going concern and which supports its
business strategy. The Group's capital is provided by equity and debt funding. The Group manages its capital structure
through cash flow from operations, returns to shareholders primarily in the form of dividends and the raising or repayment
of debt.
F. Liquidity risk
Liquidity risk arises from the Group's management of working capital and the financial charges on its debt instruments.
Financial division liquidity risk
Positions can be closed at any time by clients and can also be closed by the Group, in accordance with the Group's
margining rules. If after closing a position a client is in surplus, then the amount owing is repayable on demand by the
Group. When client positions are closed, any corresponding positions relating to the hedged position (if applicable) are
closed with brokers.
Liquidity risk arises if the Group encounters difficulty in meeting obligations which arise following profitable positions
being closed by clients. This risk is managed through the Group holding client funds in separately segregated accounts
whereby cash is transferred to or from the segregated accounts on a daily basis to ensure that no material mismatch arises
between the aggregate of client deposits and the fair value of open positions, and segregated cash. Through this risk
management process, the Group considers liquidity risk to be low.
2016 2015
E'000 E'000
Client deposits 46,581 64,875
Open positions (16,897) (21,114)
Client funds 29,864 43,761
CFH trades on a matched principal basis and financial instruments are used to hedge all client positions. The management
of market risk in respect of matching of derivatives is through automated tools, together with active monitoring and
management by senior personnel under the supervision of its directors. CFH's liquidity obligations are monitored daily and
it is adequately capitalised with a steady revenue stream to meet its day to day obligations. CFH client deposits balance
as at 31 December 2016 was E76.2 million.
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Group's financial
liabilities:
2016
Trade payables 28,171 28,171 - -
Other accounts payable 58,436 58,436 - -
Loans and borrowings 200,000 - 200,000 -
Progressive and other operators' jackpots 46,759 46,759 - -
Client funds 106,092 106,092 - -
Contingent consideration and redemption liability 209,127 4,577 204,550 -
Other non-current liabilities 1,627 - - 1,627
2015
Trade payables 17,411 17,411 - -
Other accounts payable 56,055 56,055 - -
Loans and borrowings 200,000 - - 200,000
Progressive and other operators' jackpots 63,340 63,340 - -
Client funds 43,761 43,761 - -
Contingent consideration 145,838 4,491 141,347 -
Other non-current liabilities 1,175 - - 1,175
Contingent consideration
145,838
4,491
141,347
-
Other non-current liabilities
1,175
-
-
1,175
G. Total financial assets and liabilities
The fair value together with the carrying amount of the financial assets and liabilities shown in the balance sheet are as
follows:
2016 2016 2015 2015
E'000 E'000 E'000 E'000
Fair Value Carrying amount Fair Value Carrying Amount
Cash and cash equivalent 544,843 544,843 857,898 857,898
Available-for-sale investments 230,278 230,278 237,100 237,100
Other assets 174,571 174,571 123,268 123,268
Deferred and contingent consideration and redemption liability 209,127 209,127 145,838 145,838
Convertible bonds 266,230 266,230 256,429 256,429
Loans and borrowings 200,000 200,000 200,000 200,000
Other liabilities 148,319 148,319 102,190 102,190
Available for sale investments are measured at fair value using level 1. Refer to Note 14 for further detail. These are the
Group's only financial assets and liabilities which are measured at fair value.
NOTE 31 - CONTINGENT LIABILITIES
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 Group.
Management is not aware of any contingencies that may have a significant impact on the financial position of the Group.
NOTE 32 - OPERATING LEASE COMMITMENT
The Group has a variety of leased properties. The terms of property leases vary from country to country, although they tend
to be tenant repairing with rent reviews every 2 to 5 years and many have break clauses. Total operating lease cost in the
year was E14.7 million (2015: E13.8 million).
The total future value of minimum lease payments is due as follows:
2016 2015
E'000 E'000
Not later than one year 15,257 15,846
Later than one year and not later than five years 38,470 44,001
Later than five years 1,249 8,370
54,976 68,217
NOTE 33 - POST BALANCE SHEET EVENTS
Acquisition of Eyecon Pty. Ltd
On 7 February 2017, the Group acquired 100% of the shares of Eyecon Pty. Ltd ("Eyecon"), a specialist supplier of online
gaming slots software.
The Group paid in cash £25.0 million and additional consideration of up to £25.0 million, is payable in cash subject to
achieving target EBITDA.
As of the approval date of the financial statements by the board and due to the proximity to the reporting date, the Group
had not completed the valuation of the fair value of the intangible assets and liabilities acquired and accordingly these
disclosures are not provided in the financial statement.
This information is provided by RNS
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