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REG - Playtech PLC - Full Year Results <Origin Href="QuoteRef">PTEC.L</Origin> - Part 4

- Part 4: For the preceding part double click  ID:nRSY0878Qc 

capital)  
 Retained earnings                Cumulative net gains and losses recognised in the consolidated statement of comprehensive income                                       
 
 
NOTE 20 - LOANS AND BORROWINGS 
 
The loan balance as of 31 December 2015 is E200 million. The loan is a revolving credit facility available until July
2018.Interest payable on the loan is based on a margin on Euro Libor rates. 
 
The Group has undrawn committed borrowing facilities available at 31 December 2015 of E40.0 million. 
 
NOTE 21 - CONVERTIBLE BONDS 
 
On 12 November 2014 the Group issued E297.0 million of senior, unsecured convertible bonds due 2019 and convertible into
fully paid Ordinary Shares of Playtech plc (the "Bonds"). The net proceeds of issuing the Bonds, after deducting
commissions and other direct costs of issue, totaled E291.1 million. 
 
The Bonds were issued at par and will be redeemed (if not converted before) on 19 November 2019 at their principal amount.
The Bonds bear interest at 0.5% per annum, payable annually in arrears on 19 November. 
 
Upon conversion, Bondholders are entitled to receive Ordinary Shares at the conversion price of E10.1325 per Ordinary
Share, subject to adjustment in respect of (i) any dividend or distribution by the Company, (ii) a change of control and
(iii) customary anti-dilution adjustments for, inter alia, share consolidations, share splits and rights issues. 
 
The fair value of the liability component, included in non-current borrowings, at inception was calculated using a market
interest rate for an equivalent instrument without conversion option of 4%. 
 
The fair value of the liability component, which is immateriality different to the amortised cost, of the Bonds (including
accrued interest) at 31 December 2015 amounted to E256.4 million (2014: E247.0 million), which was calculated using cash
flow projections discounted at 4%. 
 
The fair value at inception of the equity component of the bonds at 31 December 2015 was E45.4 million (2014: E45.4
million). 
 
NOTE 22 -CONTINGENT CONSIDERATION 
 
                                                 2015     2014   
                                                 E'000    E'000  
                                                                 
 Non-Current contingent consideration consists:                  
 Acquisition of Markets Limited (Note 26b)       138,196  -      
 Other acquisitions (Note 26c)                   3,151    1,088  
                                                 141,347  1,088  
                                                                 
 Current contingent consideration consists:                      
 Acquisition of Yoyo Games Limited (Note 26a)    2,036    -      
 Other acquisitions (Note 26c)                   2,455    1,823  
                                                 4,491    1,823  
 
 
NOTE 23 - TRADE PAYABLES 
 
                            2015    2014    
                            E'000   E'000   
 Suppliers                  14,907  10,934  
 Customer liabilities       1,292   2,467   
 Related parties (Note 28)  200     1,630   
 Other                      1,012   1,395   
                            17,411  16,426  
 
 
NOTE 24 - DEFERRED TAX LIABILITY 
 
The deferred tax liability is due to temporary differences on the acquisition of certain businesses. 
 
The movement on the deferred tax liability is as shown below: 
 
                                                                                                               2015     2014     
                                                                                                               E'000    E'000    
 At the beginning of the year                                                                                  4,904    5,083    
 Arising on the acquisitions during the year (Note 26)                                                         11,258   851      
 Reversal of temporary differences, recognised in the consolidated statement of comprehensive income (Note 8)  (2,113)  (1,030)  
                                                                                                               14,049   4,904    
 
 
NOTE 25 - OTHER PAYABLES 
 
                               2015    2014    
                               E'000   E'000   
 Payroll and related expenses  35,147  24,351  
 Accrued expenses              15,955  8,882   
 Related parties (Note 28)     353     -       
 Other payables                4,600   3,579   
                               56,055  36,812  
 
 
NOTE 26 - ACQUISITIONS DURING THE 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) in cash will be payable subject to achieving target EBITDA. 
 
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      168                        
 Intangible assets                  4,650                      
 Trade receivables                  52                         
 Cash and cash equivalent           219                        
 Trade payables                     (836)                      
 Deferred tax liability             (930)                      
 Net identified assets              3,323                      
 Goodwill                           13,241                     
 Fair value of consideration        16,564                     
 
 
                                                                          E'000   
 Cash consideration                                                       14,423  
 Current contingent consideration                                         2,204   
 Finance cost arising on discounting of contingent consideration    (63)  
 Fair value of consideration                                              16,564  
 Cash purchased                                                           (219)   
 Net cash payable                                                         16,345  
 
 
Adjustments to fair value include the following: 
 
                Amount  Amortisation  
                E'000   %             
 IP Technology  4,650   17            
 
 
The main factor leading to the recognition of goodwill is the database of users and time to market benefit. In accordance
with IAS36, the Group will regularly monitor the carrying value of its interest in Yoyo. 
 
The key assumptions used by management to determine the value in use of the IP Technology within Yoyo are as follows: 
 
§ The income approach, in particular, the excess earnings. 
 
§ 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 Yoyo 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 2015 been disclosed, because the amounts
are not material. 
 
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 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. 
 
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                                                954                        
 Intangible assets                                                            129,814                    
 Investments in equity accounted associates & joint ventures                  439                        
 Other non-current assets                                                     1,839                      
 Accounts receivables                                                         486                        
 Other receivables                                                            2,159                      
 Cash and cash equivalent                                                     48,945                     
 Other non-current liabilities                                                (2,228)                    
 Trade payables                                                               (6,827)                    
 Client funds                                                                 (45,206)                   
 Other liabilities                                                            (9,748)                    
 Deferred tax liability                                                       (10,192)                   
 Net identified assets                                                        110,435                    
 Goodwill                                                                     240,593                    
 Non-controlling interest                                                     (5,473)                    
 Fair value of consideration                                                  345,555                    
                                                                                                         
                                                                              E'000                      
 Cash consideration                                                           207,987                    
 Current contingent consideration                                             154,693                    
 Finance cost arising on discounting of contingent consideration    (17,125)  
 Fair value of consideration                                                  345,555                    
 Cash purchased                                                               (53,945)                   
 Net cash payable                                                             291,610                    
 
 
 Adjustments to fair value include the following:                        
                                                   Amount  Amortisation  
                                                   E'000   %             
 IP Technology                                     11,085  20            
 Customer lists                                    81,536  6-25          
 Domains                                           31,333  7             
 
 
The main factor leading to the recognition of goodwill is the 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, Customer lists and Domains
within these acquisitions are as follows: 
 
§ The income approach, in particular, the multi period excess earnings method. 
 
§ The royalty rate was based on a third party market participant assumption for use of the IP Technology and Domains,
considering market competition, quality, absolute and relative profitability. 
 
§ The discount rate assumed is equivalent to the WACC for the IP Technology, Customer lists and Domains. 
 
§ The growth rates and attrition rates were based on market analysis. 
 
The non-controlling interest calculation was based on the net identified assets, and also included fair value adjustment
due to unvested share options as of the date of acquisition. This adjustment has increased the goodwill. 
 
Following the acquisition of Markets Limited (formerly TradeFX Limited) on 7 May 2015, the Group recognised the provisional
fair value of certain intangible assets (including goodwill) in the interim accounts at 30 June 2015. Subsequently,
additional information became available which impacted the provisional fair values recognised on the acquisition date and,
in accordance with IFRS3, the Group has taken the additional information into account in computing the final fair value of
the related assets recognised in these financial statements. 
 
The effect of amending the provisional fair values as described above was to: (i) decrease intangible assets (including
goodwill) by E95m; and (ii) decrease contingent consideration by E95m. Accordingly, there was no impact on net assets. 
 
Since the acquisition date, Markets has contributed E60.0 million to the Group revenue in the period, E14.2 million to the
adjusted net profits and E15.9 million and adjusted EBITDA. The combined Group revenues as if the Markets acquisition had
occurred on 1 January 2015 would have been higher by E90.2 million, the combined Group adjusted EBITDA and adjusted net
profit would have been higher by E25.9 million and E19.1 million respectively. 
 
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. 
 
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill, are as
follows: 
 
                                        Fair value on acquisition  
                                        E000                       
 Intangible assets                      682                        
 Trade and other receivables            110                        
 Cash and cash equivalent               323                        
 Trade and other payables               (160)                      
 Deferred tax liability                 (136)                      
 Net identified assets                  819                        
 Goodwill                               7,310                      
 Total fair value of consideration      8,129                      
 
 
                                                                           E'000  
 Cash consideration                                                        3,535  
 Current contingent consideration                                          4,943  
 Finance cost arising on discounting of contingent consideration    (349)  
 Fair value of consideration                                               8,129  
 Cash purchased                                                            (323)  
 Net cash payable                                                          7,806  
 
 
 Adjustments to fair value include the following:          
                                                   Amount  Amortisation  
                                                   E'000   %             
 IP Technology                                     682     17            
 
 
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 2015 been
disclosed, because the amounts are not material. 
 
NOTE 27 - ACQUISITIONS IN PREVIOUS YEAR 
 
A.   Acquisition of Aristocrat Lotteries 
 
On 30 September 2014, the Group entered into share and assets purchase agreement with various subsidiaries of Aristocrat
Leisure Limited, provider of TruServ Video Lottery Terminal ("VLT"). The Group acquired the IP Technology and 100% of the
issued share capital of Aristocrat Lotteries AB and Aristocrat Lotteries Italia S.r.l. ("Aristocrat Lotteries"). Aristocrat
Lotteries provide a server-based gaming platform for VLTs and Casino (Class III) markets to two leading retail VLT
operators in Norway and Italy, marketed under the 'TruServTM brand. 
 
The Group paid total cash consideration of E11.7 million, including working capital adjustment. 
 
Up to E1.0 million may be repaid to the Group subject to the number of VLT's on the first anniversary. 
 
B.   Other acquisitions 
 
During 2014 the Group acquired the shares of various companies for a total cash consideration of E4.2 million and
additional consideration capped at E7.5 million in cash will be payable subject to the achievement of certain operational
targets or achieving target EBITDA. 
 
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, Anise Development Limited and Anise Residential Limited
(together "Anise") are related by virtue of a common significant shareholder. 
 
Jean-Pierre Houareau, a long standing industry specialist, who is married to Hilary Stewart-Jones, is the ultimate
beneficiary of a trust that owns PT Games Limited, a supplier to the Group, and Niceidea Investments Limited ("Niceidea"),
to which the Group advanced a loan of E1.5 million, with a Euribor+3% per annum interest which is repayable on or before
July 2019. Jean-Pierre also provides the Group with consultancy services for an annual fee of £150,000. 
 
Hillary resigned as a director on 31 December 2015. 
 
International Terminal Leasing ("ITL") is a 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: 
 
                                              2015    2014    
                                              E'000   E'000   
 Revenue including revenue from associates                    
 Skywind                                      1,562   680     
 Structured agreements and associates         35,531  21,655  
                                                              
 Share of profit (loss) in joint venture      229     (92)    
 Share of loss in associates                  5,856   695     
                                                              
 Operating expenses/(credit)                                  
 SafeCharge Limited                           6,674   1,599   
 Skywind, net of capiltalised cost            3,438   6,444   
 Crossrider                                   2,472   2,079   
 Structured agreements                        1,910   833     
 Anise                                        1,174   1,008   
 Easydock                                     358     -       
 PT Games                                     220     507     
 Selfmade Holdings                            52      -       
 Glispa                                       6       -       
 Royalfield Limited                           (272)   (42)    
                                                              
 Interest payable                                             
 Niceidea                                     46      52      
                                                              
 The following are year-end balances:                         
 Intangible assets                                            
 Skywind                                      1,037   2,043   
                                                              
 Cash and cash equivalent                                     
 Safecharge Limited                           5,341   -       
                                                              
 Niceidea                                     1,596   1,511   
 Structured agreements and associates         1,965   -       
 Total non-current related party receivables  3,561   1,511   
                                                              
 Structured agreements and associates         1,435   3,964   
 Skywind                                      582     -       
 Crossrider                                   266     -       
 PT Games Limited                             8       -       
 Total current related party receivables      2,291   3,964   
                                                              
 SafeCharge Limited                           200     400     
 Skywind                                      353     666     
 Crossrider                                   -       400     
 PT Games Limited                             -       164     
 Total related party payables                 553     1,630   
 
 
Revenue from related parties was made at an arm's length basis at the Group's usual royalty rate. Operating expenses and
interest were charged on an arm's length basis at market price. 
 
In 2014 the Group established an Employee Benefit Trust by acquiring 5,517,241 shares from Brickington Trading Limited
("Brickington"), the Company's largest shareholder, for a total consideration of E48.5 million. 
 
On 31 December 2015, Brickington held 33.61% (31 December 2014: 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. 
 
Step by step was acquired during the year as part of Markets acquisition and therefore the comparable amount was removed. 
 
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                                     95.044%  Owns the intellectual property rights and marketing and technology contracts of the financial division                      
 Safecap Limited                              Cyprus                                                     95.044%  Primary trading company of the financial division. Licensed investment firm and regulated by Cysec                          
 TradeFXIL limited                            Israel                                                     95.044%  Financial division sales, client retention, R&D and marketing                                                               
 ICCS BG                                      Bulgaria                                                   95.044%  Financial division back office customer support                                                                             
 Stronglogic Services Limited                 Cyprus                                                     95.044%  Maintains the financial division marketing function for EU operations                                                       
 Yoyo Games                                   UK                                                         100%     Casual game development technology                                                                                          
 
 
Yoyo Games 
 
UK 
 
100% 
 
Casual game development technology 
 
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 E2.3 million (2014: E3.1
million). The average interest on the loans is 5%. 
 
A 1% change in deposit interest rates would impact on the profit before tax by E23 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 2%
of its funds (2014: 3%) in financial institutions below A- rate and 3% in payment methods with no rating. 
 
                      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 2015  857,898  813,164                                          44,734                                                
 At 31 December 2014  692,347  674,925                                          17,422                                                
 
 
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 2015  74,632  47,945        12,849              13,838                       
 At 31 December 2014  45,056  30,605        8,423               6,028                        
 
 
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: 
 
                                         2015   2014   
                                         E'000  E'000  
 Provision at the beginning of the year  908    932    
 Charged to income statement             -      -      
 Utilised                                (822)  (24)   
 Provision at end of year                86     908    
 
 
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 2015 includes available-for-sale investments with a value of E237.1 million (2014:
E24.2 million) which are subject to fluctuations in the underlying share price. 
 
A change of 1% in shares price will have an impact of E23.7 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. 
 
                        2015      
                        E'000     
 Client deposits        64,875    
 Open position          (21,114)  
 Client funds           43,761    
 
 
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Group's financial
liabilities: 
 
 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    
                                                                               
 2014                                                                          
 Trade payables                             16,426   16,426  -        -        
 Other accounts payable                     36,812   36,812  -        -        
 Progressive and other operators' jackpots  57,637   42,367  15,000   -        
 Client funds                               3,195    3,195                     
 Contingent consideration                   2,911    1,823   -        1,088    
 Other non-current liabilities              1,284    -       -        1,284    
 
 
Contingent consideration 
 
2,911 
 
1,823 
 
- 
 
1,088 
 
Other non-current liabilities 
 
1,284 
 
- 
 
- 
 
1,284 
 
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: 
 
                                        2015        2015             2014        2014             
                                        E'000       E'000            E'000       E'000            
                                        Fair Value  Carrying amount  Fair Value  Carrying Amount  
 Cash and cash equivalent               857,898     857,898          692,347     692,347          
 Available-for-sale investments         237,100     237,100          24,219      24,219           
 Other assets                           123,268     123,268          84,096      84,096           
 Deferred and contingent consideration  145,838     145,838          2,911       2,911            
 Convertible bonds                      256,429     256,429          247,040     247,040          
 Loans and borrowings                   200,000     200,000          -           -                
 Other liabilities                      102,190     102,190          70,256      70,256           
 
 
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 E13.8 million (2014: E8.9 million). 
 
The total future value of minimum lease payments is due as follows: 
 
                                                    2015    2014    
                                                    E'000   E'000   
 Not later than one year                            15,846  11,122  
 Later than one year and not later than five years  44,001  27,738  
 Later than five years                              8,370   9,121   
                                                    68,217  47,981  
 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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