Annual Report • Dec 31, 2016
Annual Report
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Final Results
Released : 23/02/2017 07:00
RNS Number : 6177X Playtech PLC 23 February 2017
("Playtech," or the "Company," or the "Group")
Executing on strategy:
Playtech (LSE: PTEC) today announces its results for the year ended 31 December 2016, together with a trading update for the period to 20 February 2017.
| 2016 | 2015 | Change (reported) |
Change (const. currency)3 |
|
|---|---|---|---|---|
| Revenues | €708.6m | €630.1m | +12% | +20% |
| Adjusted EBITDA1 | €302.2m | €251.9m | +20% | +32% |
| Adjusted Net Profit2 | €206.2m | €205.9m | +42% | |
| Flat | ||||
| Reported Net Profit3 | €193.0m | €135.8m | +42% | +112% |
| Adjusted diluted EPS4 | 59.8 €c | 61.8 €c | 3% | +37% |
| Total dividend per share | 32.7 €c | 28.5 €c | +15% | NA |
· Pipeline of new licensees and new structured agreements remains strong
· Revenue of €65.6 million (2015: €60 million) in 2016 with Adjusted EBITDA of €15.4 million (2015: € 15.9 million)
"Playtech has continued to successfully execute its strategy for strong operational and financial performance, strategic M&A and shareholder returns.
"The Gaming division once again delivered very strong growth. Sports saw a good second half performance following the acquisition of BGT with the newly formed Playtech BGT Sports bringing together all aspects of the Playtech's sports offering creating a fully integrated, bestinclass sports betting technology. 2016 also saw the signing of more than ten new customers with ten new customer golives. 9 of out of 10 top customers are now on longterm contracts with Paddy Power Betfair, William Hill, Rank and Betfred all renewing in the past few months.
"Following the transitioning of the Financials division in the first half of the year, the second half performance was encouraging with improved KPIs. The second half also saw the acquisition of CFH, enhancing Playtech's position as it continues to build a B2B financials offering within its Financials division.
"The year was a strong year for M&A with €240 million spent on acquisitions including BGT, CFH, Quickspin and ECM. In addition to this, reflecting the strength of Playtech's cashflows and flexibility of its balance sheet, €296 million was returned to shareholder including a €150 million special dividend and €50 million through a share buyback, with no impact on its M&A capabilities. In accordance with the new progressive dividend policy adopted in 2016, the full year 2016 dividend has been increased by 15%.
"Management remains confident of a strong performance in 2017 and beyond."
1 Adjusted numbers relate to certain noncash and oneoff items including amortisation of intangibles on acquisitions, professional costs on acquisitions, finance costs on acquisitions and additional various noncash charges. The Directors believe that the adjusted profit measures represent more closely the consistent trading performance of the business. A full reconciliation between the actual and adjusted results is provided in Note 5
2 Attributable to the owners
3 Constant currency numbers exclude the exchange rate impact on the results by using previous period relevant exchange rate and also exclude the total cost/income of exchange rate differences recognised in the period
4 Weighted average number of shares used in diluted EPS for the twelve months ended 31 December 2015 were adjusted reflect the impact of the convertible bonds
5 Days sales outstanding
A presentation for analysts and investors will be held today at 9.00 am in the offices of Berenberg, 60 Threadneedle Street, London, EC2R 8HP.
The presentation will be webcast live and ondemand at the following website:
http://www.investislive.com/playtech/587cdf638c507710003e003d/tr2t
The presentation will also be accessible via a live conference call:
Dialin no: +44 (0)20 3059 8125
Conference password: Playtech
There will also be a replay available for one week:
Dialin no for UK and other locations: +44 (0)121 260 4861
Dialin no for US: 1 844 2308 058
Conference reference number: 5100245#
Playtech plc Mor Weizer, Chief Executive Officer Andrew Smith, Chief Financial Officer c/o Bell Pottinger +44 (0)20 3772 2500
James Newman, Head of Investor Relations +44 (0)1624 645954 The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
This announcement includes statements that are, or may be deemed to be, "forwardlooking statements". By their nature, forwardlooking statements involve risk and uncertainty since they relate to future events and circumstances. Actual results may, and often do, differ materially from any forwardlooking statements.
Any forwardlooking statements in this announcement reflect Playtech's view with respect to future events as at the date of this announcement. Save as required by law or by the Listing Rules of the UK Listing Authority, Playtech undertakes no obligation to publicly revise any forwardlooking statements in this announcement following any change in its expectations or to reflect events or circumstances after the date of this announcement.
Playtech is a market leader in the gambling and financial trading industries. Founded in 1999 and listed on the Main Market of the London Stock Exchange (LEI code: 21380068TTB6Z9ZEU548), Playtech has more than 5,000 employees in 17 countries.
Playtech is the gambling industry's leading software and services supplier with more than 130 licensees globally, including many of the world's leading regulated online, retail and mobile operators, landbased casino groups, government sponsored entities such as lotteries, and new entrants opening operations in newlyregulated markets. Its business intelligencedriven gambling software offering includes casino, live casino, bingo, poker and sports betting.
It is the pioneer of omnichannel gambling which, through Playtech ONE, offers operators and their customers, a seamless, anytime, anywhere experience across any product, any channel (online, mobile, retail) and any device using a single account and single wallet. It provides marketing expertise, sophisticated CRM solutions and other services for operators seeking a full turnkey solution. Playtech's Financials division operates both on a B2C and B2B basis. Its B2C focused offering is an established and growing online CFDs broker, operating the brand markets.com. Its B2B offering includes the division's proprietary trading platform, CRM and backoffice systems, as well as its liquidity technology platform which provides retail brokers with multiasset execution, prime brokerage services, liquidity and complementary risk management tools.
I am pleased to report that during 2016 Playtech continued to successfully execute its strategy with a strong operational and financial performance, delivering important M&A and significant capital returned to shareholders.
The Gaming division continued to deliver, with exceptional growth in the flagship Casino offering driven by the largest portfolio of games boasting some of the most popular content across the industry. Sports saw a good second half performance following the acquisition of BGT, and later in the year with the newly formed Playtech BGT Sports bringing together all aspects of Playtech's sports offering creating the only true omni channel, bestinclass sports betting technology. Playtech will always remain a customer focused business and 2016 saw the signing of more than ten new customers with ten new customer golives. The trend of securing longer term agreements with key customers continued with nine out of ten now on longterm contracts following the renewals with Paddy Power Betfair, William Hill, Betfred and Rank all renewing in the first two months of 2017 alone.
The Financials division went through a significant transition in the first half of the year with an encouraging performance delivered in the second half. Towards the end of the year the Group acquired CFH, enhancing Playtech's position as it continues to build a B2B offering within its Financials division.
Playtech spent a total of €240 million on acquisitions during the full year. At the beginning of 2016 Playtech outlined its intention to utilise the capital raised from shareholders to maintain its market leading position by acquiring complimentary technologies and premium content. The acquisitions of BGT, Quickspin and ECM will augment organic growth in the Gaming division in 2017, whilst the acquisition of CFH was a landmark transaction for the Financials division. The acquisition of Eyecon in February 2017 demonstrates Playtech's continued focus on value enhancing M&A.
The strength of Playtech's cashflows and the flexibility of its balance sheet enabled the Company to return €296 million to shareholders in 2016 including a €150m special dividend announced at the time of the halfyear results and a €50 million share buyback programme before the year end. Strong cash generation continues to be a key characteristic of the Group and the high levels of shareholder returns had no impact on the Group's acquisition capabilities. In accordance with the new progressive dividend policy adopted in 2016, the 2016 full year dividend has been increased by 15% taking the total full year increase to 15%.
Finally, the Board was delighted to announce the appointment of Andrew Smith as Chief Financial Officer following the period end. Andrew replaced Ron Hoffman who became full time CEO of the Financials division. The move has provided a greater depth of management resource and focus on Playtech's Financials division following the acquisitions of Markets Limited and CFH. In addition, the Board was further strengthened in 2016 by the appointment of Claire Milne as a nonexecutive independent director in July. Claire joined the Board as a recognised industry expert in eGaming and technology law and regulation, with 20 years' experience advising gaming and financial services clients as both an inhouse and private practice lawyer. Claire was the Chair of the Isle of Man Gambling Commission with Playtech already seeing the benefits of her depth of expertise.
Given the progress outlined above and Playtech's proven ability to achieve its strategic objectives and drive operational performance, the Board remains confident of a strong performance in 2017 and beyond.
I am proud to report that 2016 saw Playtech deliver on its operational and strategic objectives.
The doubledigit growth reported in the Gaming division at the half year has continued into the second half including the announcement of new licensees, new content and features for customers and important long term renewals. The repositioning of our Financials division also produced an encouraging performance in the second half of the year.
Playtech has continued to successfully execute its strategy of acquiring complementary businesses, including enhancing our omnichannel
offering and adding further premium content, with the acquisitions of BGT, Quickspin and ECM. In addition, the acquisition of Eyecon post the period end further strengthens Playtech's position and extending its reach into new areas. The acquisition of CFH in November significantly enhanced Playtech's B2B offering in the Financials division.
Our balance sheet strength and continued substantial cash generation enabled us to execute the two cornerstones of our strategy, firstly to continue the programme of strategic acquisitions to further strengthen our market leading position, and secondly to focus on shareholder returns by returning €150 million through a special dividend and launch a €50 million share buyback programme in 2016. This commitment was underlined by the move to a progressive dividend policy to provide shareholders with more certainty and consistency of dividend payments.
The Gaming division delivered another strong year achieving 21% reported revenue growth at constant currency, with a good contribution from existing and new customers.
I am pleased to report that operationally Playtech had a strong 2016 from an operational perspective, achieving one of our key strategic objectives of "lockingin" future growth for the business.
This year saw the launch of several important customers including Pokerstars, Sun Bingo, Mr Green, Maxbet, Win2day and Victor Chandler with further significant new licensees signed in 2016 including Fortuna and others still to launch. In total, more than 10 new licensees launched in the year with a number of relationships already secured and expected to golives in 2017.
The strength of Playtech's offering and commitment to its licensees is clearly evidence by the length of its relationships with its customers. Many important agreements were renewed in 2016 and the beginning of 2017 with 9 out of Playtech's top 10 licensees now on longterm contracts, including Paddy Power Betfair, William Hill, Rank and Betfred.
While we have been successful in extending relationships into new verticals and new geographies, due to regulatory changes in Europe, Latin America and elsewhere, we are seeing a fundamental change in the type of licensees we do business with. Given our experience of regulated and newly regulated markets, Playtech is seeing an increase in early stage customers in new or emerging regulatory regimes. Over a short period, as the new regulatory framework is being introduced, these operators become amongst the largest and best performing online operators in the new markets.
As most retail gaming operators lack the operational capabilities required to successfully operate an online gaming arm they seek a strong technology partner. In many cases, they often also lack the digital infrastructure to support their retail arm, and through its unique omnichannel solution, Playtech is the obvious choice to provide better CRM, technology, premium products and a best of breed operational skills, expertise and capabilities. Accordingly, Playtech remains focused on regulated and newly regulated jurisdictions. Our pipeline of new licensees and structured agreements remains strong, driven by newlyregulated and soontoberegulated markets. We have relationships with the leading retail gaming operators in every commercially viable jurisdiction and expect the regulatory shift identified several years ago, to continue being the Company's largest growth opportunity.
As outlined at the half year results, in future we will be presenting customer concentration on a new basis to more accurately reflect the reality of how we operate.
Historically we have presented our largest licensee as a single customer. However, this licensee is a licensed distributor for many smaller licensees who sit beneath the distributor. The aggregator model is common in Asia and used by different B2B and services providers. Playtech has always used licensed distributors and local companies to establish itself across the region given the importance of understanding the culture and the importance of having the right partner not just any partner.
This model serves us well as it provides us with access to local gaming specialists who truly understand the culture, the key people and the most relevant potential operators. They ensure that all operators go through a strict due diligence processes and that they maintain all relevant permits and licenses as well as serve them locally by using local personnel who share the same languages and culture.
Following the reclassification at the half year the revenue from our top five licensees stood at 36% compared to 42% at the 2015 year end. The trend of diversification in our customer base continued from the previous year at all levels, with the top 15 licensees accounting for 66% of revenues, down from 73% at the 2015 year end.
Our focus remains on regulated markets which represent the future of our everevolving industry. During the period we continued to strengthen our position and extend our reach in regulated markets by supporting the organic growth of our customers in the UK, Italy, Spain, Denmark and Finland. Additionally, we established our presence in newlyregulated markets such as Mexico, Bulgaria and Romania working with existing and new retail gaming companies.
Regulated revenues in the Gaming division grew both in absolute terms and as a percentage of total revenues despite strong growth in soon and yet to be regulated markets and a weaker Sterling. Looking forward to 2017, we will see the percentage of revenues from regulated markets further improve. This will be predominately driven by the continued growth of our licenses in regulated markets, as operators reallocate their marketing budgets and focus on regulated and soon to be regulated markets, and also within Playtech we will see the full year impact from Sun Bingo, BGT, ECM and Eyecon.
The strong momentum that we experienced in recent years is expected to continue as Playtech benefits from the growth of its customers and signs new licensees in regulated markets. In addition, a significant number of countries are well advanced in their legislation processes across Europe, Latin America and elsewhere while other important markets are considering regulating in the coming future.
Playtech ONE is the industry's only true integrated omnichannel offering. Playtech ONE allows operators to develop a seamless inclusive approach to channels, products and platforms. A true, commercial omnichannel offering is not just an integrated solution connecting products or games delivered to customers or the same games offered across different channels. Instead, omnichannel is a comprehensive solution that shares the same infrastructure and CRM (through Playtech's IMS) across retail, web and mobile environments, allowing a seamless journey between the different channels, products and platforms as well as cross platform functionality improving the offering to players and creating an ecosystem that incentivises the players to remain loyal to the operators. The one CRM and infrastructure provides operators with a single view across all customer activity and allows them to tailor promotions and bonuses across channels and verticals. It
also provides operators with the ability to deliver a fully personalised offering and successfully target players through crossproduct marketing.
Our proven track record of working with operators in regulated markets demonstrates that there is an overlap in the demographics of retail and online, that traditional retail customers playing online are more valuable; and that the acquisition costs associated with such players are far lower when compared to direct acquisition channels. A number of operators have been preoccupied in recent years with the digitalisation of retail, concentrating on taking retail online, in reality retail and online form part of one experience and channel for customers. Accordingly, we believe that an omnichannel solution will inevitably be implemented by most retail businesses that have or intend to launch an online gaming arm.
We truly believe that the convergence between retail and online is inevitable due to the combination of two factors the fact that a large number of retail gaming businesses still operate legacy systems that do not fit players demand and more than ever understand the importance of digitising their retail infrastructure. In addition, the significant opportunity in the online space capitalising the investments made into the brand that usually comes with better cash conversion due to lower capex and opex investments and better margins.
Across all verticals mobile continues to be a key driver of increased player activity with revenues from mobile accounting for 33% of overall software revenues, an increase of 50% on the same period last year.
Importantly Playtech saw an 80% increase in Gaming mobile penetration during the year. With increases across all verticals except for Sports, with the Sports figure affected by the previously disclosed loss of certain Mobenga contracts and the inclusion of BGT in the second half. Unsurprisingly given the maturity of the UK gaming market and the quality of its mobile networks, there still exists a material difference between the UK and the rest of the world, with mobile accounting for 54% of UK software revenues, but only 24% for the rest of the world. This highlights not only how developed the UK market is, but also the significant opportunity in other parts of the world.
Mobile remains an important element of omnichannel and is an integral part of every development cycle for our products alongside retail and web. Accordingly, we have reorganised internally to ensure we streamline the development lifecycle to include a sophisticated mobile solution that includes native apps and not just HTML5 or an HTML5 based solution as most other companies do.
Playtech continues to lead innovation and can deploy unmatched research and development resources, all of which is available to our licensees.
Playtech remains focused on live casino given the strong growth we have seen across all our licensees. We believe positive momentum will continue in 2017 and beyond and have continued to develop our live casino offering. Throughout the year new launches and releases have included innovative concepts, games and features, as well as neverbeforeseen real native apps that prove to be very successful and appealing to customers. We have also continued to develop our relationships with customers and worked closely to ensure success and accelerated growth in their live casino operations.
In early 2017 Playtech revealed its latest groundbreaking Augmented Reality experience within a spectacular Age of the Gods™ Live environment.
The augmented reality roulette themed around Playtech's smashhit suite of Age of the Gods™ games and due to be launched later this year uses the latest augmented reality technology to significantly heighten the live experience with 3D graphics that can be configured to suit any operator requirements, players experience a range of visuals depending on the outcome of each game round.
The game concept is aimed at not only creating a next generation gaming experience, but also giving Playtech licensees greater flexibility and further opportunities to crosssell to a new demographic of player who would either have not previously considered or who could potentially reconnect to live casino.
In addition, we also opened two new Live studios in the past few months in Latvia and Romania due to the high levels of customer demand.
Built on top of the city's fortified 16th century walls in the heart of Riga Old Town in Latvia, the 8,500 square meter capacity studio dwarfs any existing live casino area in the market today. The technology within the building is equally unmatched with hundreds of stateoftheart cameras, catering for hundreds more custommade tables and gaming areas, an advanced control and monitoring center and largescale dealer campus that will be used to train and develop all of Playtech Live's staff. Every inch of the new operation has been conceptualised, designed and delivered with a futurefirst approach with all Playtech Live common and Live dedicated licensee areas remodelled to accommodate the latest software and hardware presenting players with the ultimate, neverbeforeseen gaming experience.
The second studio, a stateoftheart live casino studio facility in Bucharest, Romania will cater for demand in licensees in the newly regulated Eastern European country.
We launched over 55 new games in the year, including the innovative and exciting Age of the Gods TM suite, a great addition to our own industry leading game intellectual property. This has been a highly successful launch and has been very popular with licensees and is based on an extensive data analysis ahead of the games development to ensure its appeal to customers.
Playtech's scale also allows it to launch branded content. After the period end, in February 2017 Playtech signed its largest ever, multiyear, exclusive branded games content deal with Warner Bros Consumer Products, on behalf of DC Entertainment, to license and develop an extensive catalogue of iconic DCbranded film and television properties into leading Omnichannel casino games, with the deal being announced at the start of ICE 2017. Drawing from the worlds of such Warner Bros. Pictures titles as Batman v Superman: Dawn of Justice, The Dark Knight Trilogy, Suicide Squad and the Studio's upcoming action adventure Justice League, Playtech, the world's leading gaming content and software, systems and services supplier, will develop a series of Omnichannel DCbranded slot, bingo and roulette games, available across multiple channels and devices.
As a result of extensive development during 2016 Playtech launched post period end an industry first new slot game, Tiki Paradise, that rewards customers with unique enhanced experiences, features and bonuses through the use of Omnichannel play.
Launched across all channels and devices with Coral throughout its 1,800 shop estate, Tiki Paradise is a true omnichannel game that rewards players as they unlock enhanced features and functionality by playing inshop, online and on mobile, made possible due to Playtech's cuttingedge platform technology and unified system that enables crosschannel play.
Given the first feedbacks and performance we are confident that omni channel content will play a key role in the success of our omni channel approach and will become a necessary and important element of the offering provided by retail and online operators delivering a
single coherent user experience across retail, online and mobile. The game is equally beneficial to the licensees as it both increases Omnichannel signs ups and incentivises the players to remain loyal to the brand within the eco system created between retail and online in the most efficient and responsible way. The launch of Tiki Paradise is the first of a series of new omni channel games expected to launch in the coming months.
Casino, Playtech's flagship offering, continues to go from strength to strength, with revenue increasing 23% on a constant currency basis in 2016. Casino contributed €354.6m to reported revenues in 2016, with mobile revenues seeing a 113% increase in mobile penetration.
This exceptional performance was driven by a mixture of existing and new business, including growth from UK customers such as Ladbrokes, Sky and BGO, with a particularly strong performance from both Live and Asia, where we have added new customers as well as improved our commercial terms.
The casino offering is at times mistakenly regarded as casino games offered on operators' sites under the casino tab while the Playtech casino platform is a lot more. Integrated with the Playtech infrastructure and information management system the Playtech casino platform provides online casino operators with the most advanced and sophisticated featurerich solution that allows operators to better control their offering.
Playtech's cutting edge casino platform enables operators to maximise player value by offering a full suite of realtime player incentives and engagement tools. The platform allows for industry standard bonusing, such as deposit match bonuses, together with more sophisticated mechanics, including automated cashback, freespins, golden chip (for table and card games) and game play bonuses. All these promotional methods can be controlled and configured by the operator, allowing for stringent liability and monetary control. To illustrate the platform's sophistication, gameplay bonuses allow the operator to incentivise players based on the outcome of a specific hand of black jack or spin of a roulette wheel. All promotional types can be triggered by a player event, but Playtech has also developed the ability to automate some of the player journeys by developing business intelligence (BI) algorithms to trigger the qualification of such incentives. Furthermore, players can be targeted with personalised login/logout messages and communications, segmented crosspromotion messages ingame and, "game adviser," possibly one of the system's most effective tools. Game advisor is a realtime BI driven recommendation engine that suggests other games the player might be interested in, dependent on many gamespecific variables, including volatility, win hit frequency and win distribution.
During the period, we invested heavily into the entire casino platform and focused on its key strength as the largest distributor of games. With its unrivalled knowledge and experience of omnichannel game content, Playtech has built a groundbreaking new games platform that will change the way slot games are built, tested, certified, delivered and distributed. Our revolutionary platform uses a modelling approach instead of a coding approach, resulting in faster development and more costeffective casino content delivery than ever before. This unified approach to rapid omnichannel game deployment enables operators seeking differentiation and customisation to integrate bespoke games in record time and under budget.
The new games platform technology is now being rolled out across a number of Playtech's content creation units and, looking ahead, it positions Playtech as not only the world's leading software and platform provider, but also a true pioneer and world leader in games content creation.
Services grew 4% in the full year on a constant currency basis, in line with the growth reported at the half year, reflecting the continued transition from .com to regulated revenue streams strengthened through the white label offering, resulting in a higher proportion of regulated revenues for this vertical.
The significant efficiencies achieved at the beginning of 2016, changing the operational structure to localised operations in jurisdictions where we service our customers, will result in approximately €9 million of savings on an annualised basis, although investment in the business means that this will not simply drop through to the bottom line given the local Investment required.
We are also making significant progress in certain markets such as Mexico and Spain, where we have established a broader relationship as part of structured agreements with local companies. This is an example of the opportunity in an increasing number of regulated jurisdictions and soon to be regulated markets, where well recognised retail brands intend to launch an online gaming arm, seek a strategic partner that can equip them with not only best of breed technology and products but a sophisticated tool box of online operational capabilities they usually lack. The success Playtech enjoyed in previous years and the successful launch of new partners in key markets we believe that the Services division will continue to see strong growth in the coming years and will play a key role in our future success.
In line with the trend identified at the interim results, despite high levels of activity at the operator level, Bingo saw a small decline in revenue at constant currency for the full year. This was a result of continuing trend for increased bonusing from operators. As outlined previously this approach is part of an industry wide strategy to utilise bingo as an acquisition channel, crossselling strategy driving further revenues into other verticals, predominantly casino. We believe this approach will strengthen Playtech's position in the long term as our Playtech One omnichannel offering will allow operators to successfully crosssell across all products and all verticals.
Late in the year, the company successfully migrated The Sun Bingo to the Playtech platform as part of an initial five year relationship. While the technical migration was successful, the low quality of the data provided during the migration meant it required additional analysis to ensure that the information is correctly segmented into different types of VIPs to better utilise the customer base. The Sun bingo brand remains amongst the best and strongest brands in the industry and continues to attract high levels of new players, and Playtech remains committed to ensure the success of The Sun bingo through the delivery of better products, data analysis and services.
The end of 2016 and the start of 2017 also saw two significant acquisitions which have enhanced our Bingo and omnichannel offering.
ECM is highly regarded within the bingo industry and its extensive range of products is instrumental to the daily operation of retail bingo in the UK and the Republic of Ireland. Its systems provide key facilities for Main Stage Bingo, Cash Bingo, wide area linked gaming operations and frontofhouse reporting. A complete customer support facility provides technical and repair services for all current and legacy products.
Eyecon, announced post the period end, is a further example of driving revenue across verticals. The acquisition strengthens Playtech's Bingo distribution network whilst offering industry leading slots content such as the Fluffy Favorites game and others which will all be available to Playtech bingo licensees.
Growth in Sports slowed in the second half of 2016 following the loss of the Mobenga contracts which came into effect at the end of H1. Ultimately performance for the full year increased 2% at constant currency, with the inclusion of BGT for much of H2 offsetting the loss of
the contracts.
We believe that our approach to Sports is unique in the industry. Playtech is focusing on delivering an omnichannel sports solution to licensees. As we are seeing across all retail industries the convergence of ecommerce and physical retail is a twoway process. Playtech's omnichannel offering can offer a fully integrated retail, online and mobile solution allowing licensees to offer a seamless customer journey through online and in store integration. As outlined above this allows retail operators to launch an online gaming arm in newly regulated markets, partnering with Playtech to utilise their retail base and footprint and become the largest and best performing online bookmakers in a relatively short period of time.
Accordingly, following the acquisition of BGT in July 2016, in November we launched the new Playtech BGT Sports division (PBS). The new division brings together Playtech Sports companies BGT, Geneity, Mobenga, Unilogic and Playtech's internal Sports Trading team and contains more than 600 employees. Playtech BGT Sports will provide a 'brickstoclicks' fully integrated sports betting technology solution based on Playtech's unique OmniChannel platform. With Dr Armin Sagader appointed as CEO of the new division we believe that PBS will continue to revolutionise retail and online businesses alike.
Post the period end, PBS announced that it has signed a threeyear agreement with OPAP, the leading Greek betting and lottery operator, for the supply of selfservice betting terminals ("SSBTs"), relevant software and services, as well as the subsequent introduction of an OvertheCounter (OTC) sports betting solution. Under the agreement, PBS will supply software and services for a combination of fullsized SSBTs, as well as the recently launched compact SSBTs, with the initial rollout of machines commencing in 2017 followed by the rollout of an OTC solution in 2018. PBS will provide a fullymanaged service to OPAP including trading and over 25,000 inplay markets.
Working with Warner Bros. Studios the virtual sports product began life in the summer of 2015 using the most advanced systems and technology available today. Following almost a yearlong process of exhaustive and recordbreaking motion capture initiatives at Warner Bros Studios and 3D design and modelling work at the Playtech Studios, both in the UK, Playtech Virtual products using professional sportsmen and women in competition conditions and techniques and technology used in films such as Avatar, Godzilla and James Bond's Quantum of Solace, in order to capture hundreds of hours of movement and footage, the result of which is as close to the real game as anyone has ever achieved with compelling graphics, gameplay and extensive betting opportunities. All Playtech's virtual sports products are future proof and developed with tournament, matches and leagues in mind. Playtech also concentrated heavily on backend simulation, ensuring reallife football, tennis and basketball was replicated from a gameplay, user experience and an odds and betting perspective.
The first half of 2016 saw the launch of a pioneering Virtual product in 2016, including best ever Virtual Tennis and a Virtual Sports Football accumulator or Acca across all platforms, channels and devices. Replicating a reallife football Acca, the Virtual Sports Football Accumulator 'out of the box' product has been rolled out across 100 UK Coral shops with the potential to deploy it across 1,000 outlets in the next 12 months.
Landbased increased markedly in 2016, primarily reflecting the revenues from BGT which were included from July 2016 onwards and the organic growth of what was referred to as land based vertical. As discussed at the interim results in August 2016, it is worth noting that from 2017 onwards, the Landbased vertical will be removed with revenues from this vertical allocated into Casino, Sports, Bingo and Other as appropriate. Removing Landbased reflects the true omnichannel nature of our offering. Revenues from BGT will be included in the Sport vertical going forward. A detailed breakdown of the reallocation is included below.
The online Poker market remains challenging with revenues down 17% for the fully year at constant currency. Playtech remains dedicated to the poker product, and we believe poker remains an important part of the full product offering of operators. However, it remains a low margin vertical and accordingly operators focus on investing in cross selling into casino. Notwithstanding, in some markets such as France where only sports betting and poker are allowed, poker remains a very valid product vertical. Playtech also gains from the natural conversion of certain players to the poker product. We also believe that Poker will continue to attract recreational players to the product and is utilising it crossproduct expertise to develop new poker experiences such as an Age of the Gods themed poker experience.
The year was a transformational one for Playtech's Financials division, which today finds itself at an inflection point following the repositioning of the business and the structural changes in the industry. This necessitated Ron Hoffman to take fulltime control of the business as its chief executive. Under Ron's leadership we anticipate the Financials division will capitalise on its position and realise the significant opportunities before it.
There has been continuous development in the regulatory landscape across different jurisdictions in the industry, including the UK and Europe. Tighter onboarding controls have been imposed on brokers; there are now greater restrictions on marketing and promotions; companies are required to provide enhanced AML procedures; and, more recently, new leverage limitations were introduced.
In the face of this more demanding regulatory framework, the 2016 results reflect the fullimpact of the business transition completed in the first half of the year. Our experience of new regulatory frameworks learned in the Gaming division prompted improvements to our business model, including the cessation of relationships with Introducing Brokers and the decision to move from a salespersonbased approach to automated funnels for customer acquisition.
The second half of the year saw a significant improvement in the performance of the Financials division with a small improvement in revenues, encouraging KPIs and the benefits of cost reductions flowing through.
In the B2C Markets.com business, we have grown active customers by 7%. This reflects an improvement in the attrition rate and an increase in the attractiveness of Markets's platform, following its continued development and addition of further features, such as live trader's trends, more relevant notifications and personalised customer communications relevant to their trading history.
The performance improvement of Markets.com is even more visible in the number of First Time Depositors, which increased by almost 60% compared to the first half of the year. This reflects a significant growth trajectory, which we anticipate will translate into an increased number of active customers, increased revenues and EBITDA. These will be driven by efficient marketing initiatives through our unique media buying technology and automated customer acquisition funnels.
In November 2016, Playtech announced the acquisition of CFH, a technology company with products including a leading Straight Through Processing ("STP") brokerage which provides retail brokers with multiasset execution, prime brokerage services, liquidity and complementary risk management tools. The acquisition significantly enhances Playtech's position as it continues to build a B2B offering within its Financials division. CFH's wholly owned subsidiary, CFH Clearing Limited is regulated by the Financial Conduct Authority (FCA) and Playtech received regulatory approval from the FCA as part of the acquisition process.
CFH is uniquely positioned in the market with \$1.5 billion in direct interbank credit lines with tier 1 banks, liquidity providers and prime brokers, including Barclays, Goldman Sachs, UBS, Jefferies and more.
We see significant opportunities following the acquisition, including enabling CFH customers to enjoy a deeper pool of liquidity and an expanded variety of tradable instruments. In addition, we see significant crossselling opportunities to offer our unique trading platform, CRM and back office systems to a selective range of customers which will fit the relevant profile, increasing our market reach and cater for further stickiness with our customers.
The acquisition completed on 30 November 2016 meaning that €1.8 million of new revenue has been contributed to our consolidated accounts for 2016; and in 2017 CFH's contribution has met expectations, with a healthy pipeline of further customers to be onboarded. In summary, 2016 has seen our Financials division establish the foundations needed to capture future growth. We now have an efficient, compliant and competitive business model offering an industry leading B2B and B2C solution. This young industry is experiencing the development of appropriate regulation which will only improve the customer experience and our model is well placed to gain market share as the regulatory framework continues to evolve. As the industry continues to mature and noncompliant companies exit the sector the Financials division's unique B2C and B2B model of will create opportunities to play a potential role in industry consolidation.
We have been pleased with Group's M&A activity in 2016, having spent €240 million on acquisitions. After the period end, we spent a further initial consideration of £25 million (€29 million) on Eyecon.
In May Playtech announced the acquisition of Quickspin, a fastgrowing Swedish games studio that develops and supplies highquality video slots to operators, both in online real money gambling as well as in the social gaming market.
Headquartered in Stockholm, Quickspin's portfolio currently consists of over 20 games which the company provides to over 40 customers, including many international tier one operators. Quickspin generated revenue and Adjusted EBITDA of €6.0 million and €2.1 million respectively in the financial year ending 31 December 2015 and is forecast to grow significantly over the coming years, with a number of new customers recently secured and with a strong pipeline of both new customers and new games.
The acquisition provides Playtech with a proven virtual slot machine games portfolio, strengthening its position as the leading content provider in the industry, as well as providing greater penetration in the Nordic region. In addition to Quickspin's existing customer base, Playtech plans to cascade Quickspin's content through its existing distribution channels across all verticals.
Playtech will pay a maximum consideration of €50 million based on 2017 and 2018 EBITDA levels. The maximum consideration of €50 million comprises an initial payment of €24 million for 100% of the shares of Quickspin on a cashfree / debtfree basis with the remaining maximum consideration of €26 million payable on an earnout basis by reference to Quickspin's EBITDA in 2017 and 2018.
The founders of the business, Daniel Lindberg (CEO), Joachim Timmermans (CPO) and Mats Westerlund (CCO), who are all industry veterans and highly regarded in the online gambling market, will remain with the business for at least three years from completion.
In July 2016, Playtech announced the strategic acquisition of Best Gaming Technology GmbH ("BGT") for €138 million (for 90% of the issued share capital). The consideration was paid from Playtech's existing cash resources.
Headquartered in Vienna, BGT was founded in 2005 and is the leading provider of sports betting software and solutions for gaming and sports betting operators. Its customer base includes some of the most well established bookmakers in the UK and Spain, such as Betfred, Codere, Coral, Ladbrokes, Paddy Power Betfair and William Hill.
BGT's main product is its proprietary software for selfservice betting terminals ("SSBTs"). Its offering combines classleading technology with a digital terminal that transforms the traditional overthecounter experience, at times generating more than double the volumes of other SSBT providers. Other products include ePOS and till systems for betting operators and an omnichannel web / mobile betting platform. In addition to supplying many of the most profitable bookmakers in the UK, the acquisition will enable Playtech to achieve greater penetration into the Spanish and Italian markets, with several significant potential new customers in the pipeline.
SSBTs and ePOS systems that digitise retail betting businesses form one of the fastest growing areas for betting companies and one of the most important elements of a true omnichannel offering given the priority and focus provided by the majority of retail operators many of which are bookmakers with sports being their core business. BGT's product portfolio will enhance the Playtech ONE omnichannel offering, which enables players to enjoy a seamless, anywhereanytime gaming experience across any product, channel and device, all using a single account and wallet.
BGT's business model is based on a revenue share of the gross win margin from each SSBT. At the end of FY2016, BGT provided approximately 27,000 SSBTs with its betting software to licensed operators with this number forecast to increase significantly over the coming years, driven primarily by the rollout of new SSBTs, compact terminals and tablets as bet entry devices as well as by increased usage of existing SSBTs.
Playtech acquired 90% of the issued share capital of BGT with the remaining 10% retained by Dr. Armin Sageder, BGT's founder and CEO, who will remain with BGT for at least three years from completion. Playtech has a call option to purchase the remaining 10% of BGT at a valuation of 6x BGT's 2019 EBITDA, subject to maximum consideration of €55 million for the 10% holding, with Dr. Sageder having certain put options over his 10% holding at the same valuation. Dr. Sageder may also be entitled to an additional payment of €5 million subject to the achievement of certain operational milestones.
In FY2015, BGT generated revenues of €41.6 million, with all of these revenues coming from regulated markets; and over three quarters of revenues coming from the SSBT software segment. BGT generated Adjusted EBITDA of € 12.9 million in FY2015 and €12.5 million of Adjusted EBITDA in the first six months of 2016. In 2015, BGT generated profit before tax of €6.0 million and had gross assets of €35.9 million as at the year end.
Playtech acquired BGT on a forecast 2016 EBITDA multiple of less than 7x, a highly attractive multiple for an asset of this quality, which has a track record of significant growth and which is expected to continue to achieve significant growth going forwards in both revenues and profit, including margin expansion. The acquisition is expected to generate high singledigit earnings accretion for Playtech in the first full year of ownership.
The acquisition of BGT was central to the foundation of Playtech BGT Sports in November this year which combined BGT, Geneity, Mobenga, Unilogic and Playtech's internal Sports Trading team.
In October 2016 Playtech acquired bingo software and hardware solutions provider ECM Systems (ECM). ECM supplies software and support services to the UK retail bingo market, including major operators Gala Leisure, Mecca Bingo and the leading independent bingo operators.
ECM is highly regarded within the bingo industry and its extensive range of products is instrumental to the daily operation of retail bingo in the UK and the Republic of Ireland. Its systems provide key facilities for Main Stage Bingo, Cash Bingo, wide area linked gaming operations and frontofhouse reporting. A complete customer support facility provides technical and repair services for all current and legacy products.
Given the inevitable change across the gaming industry bingo operators had to revamp and digitize their retail offering. Accordingly, t he last few years have seen ECM invest in expanding its digital strategy. As a result, ECM is the leading provider and licensor of digital bingo
software for a wide range of handheld tablets known as Electronic Bingo Terminals (EBT), and this generates a significant proportion of its revenues. The digitisations of the bingo halls together which is based on the ECM infrastructure and technology will serve Playtech well and will allow it to integrate ECM into Playtech world's largest bingo network and offer a true omni channel that will not only provide better tools to the bingo hall operators as they use one single set of integrated infrastructure but will also provide a seamless journey and better experience across the different channels.
The acquisition of ECM positions Playtech at the forefront of the retail bingo market in the UK. It also empowers Playtech to provide omnichannel solutions to the bingo operators by connecting their retail and online operations as well as providing a platform to supply Playtech content.
For FY 2016, ECM reported revenues of £9.1 million and adjusted EBITDA of £4.5 million. Playtech has paid approximately £14.9 million for 90% of the issued share capital of ECM. The remaining 10%, which is subject to put and call options capped at £1.1 million, is held by Allen Richardson who will remain as CEO of the business for the next 3 years.
November this year saw the Playtech Financials division announce the acquisition of Consolidated Financial Holdings A/S (CFH) for an initial consideration of €39.8m for 70% of CFH's diluted share capital. The remaining 30% will be subject to put and call options between Playtech and CFH's management team, who are remaining with the business, and which can be exercised in 2019. CFH is a technology company with products including a leading Straight Through Processing ("STP") brokerage which provides retail brokers with multiasset execution, prime brokerage services, liquidity and complementary risk management tools. CFH's wholly owned subsidiary, CFH Clearing Limited ("CFH Clearing") was regulated by the Financial Conduct Authority and as a result of the acquisition Playtech received FCA regulatory approval.
Through its proprietary ClearVision technology, CFH's services to customers include providing liquidity control and customisation capabilities; real time risk management tools; and cloudbased back office.
CFH Clearing is one of the top STP venues in the world with awardwinning liquidity services and \$1.5bn in direct interbank credit lines with tier 1 banks, liquidity providers and prime brokers including Barclays, Goldman Sachs, UBS, Jefferies and BNP Paribas. Through its relationships with liquidity providers and prime brokers, CFH is currently able to offer liquidity on approximately 110 instruments.
CFH's revenue and adjusted EBITDA generated for the year ended 31 December 2015 was \$19.2m (€17.6m) and \$5.7m (€5.2m) respectively.
As a result of the acquisition CFH will have access to the Playtech's Financials division's wide range of CFD instruments which CFH will be able to offer on its clearing system over time. Playtech will also allow CFH to offer a deeper pool of liquidity through the addition of intra group liquidity arrangements, enabling more competitive prices and faster execution. Moreover, CFH will benefit from Playtech's leading technological superiority to further develop its offering and improve client experience.
The acquisition of CFH is a major step forward in the development of our financial division B2B offering given the hundreds of brokers CFH has a relationship with, an advanced sophisticated offering and technology, coverage of an enlarged number of instruments as well as the ability to provide an attractive liquidity pool.
Following the period end in February 2017, Playtech announced the acquisition of the entire issued share capital of Eyecon Limited and Eyecon Pty. Ltd (together "Eyecon"), a specialist supplier of online gaming soft slots and a bingo slots specialist software to a number of bingo networks and other International operators for a maximum total consideration of £50 million.
Eyecon was founded in Brisbane, Australia in 1997 and is a specialist software supplier with a particular focus on bingo audiences with an established games portfolio of over 70 games, including the industryleading soft gaming slot 'Fluffy Favourites'. Eyecon has also developed its own Remote Gaming Server (RGS) which enables it to distribute its content direct to operators and via distributors, such as the entire 888 bingo network including 888 own bingo brand and Virtue Fusion, Playtech's bingo network which integrated only a selected few games so far with the intention to offer the entire portfolio of Eyecon games across the network for the benefit of its licensees and their customer who will now have access to the same portfolio of Eyecon games offered elsewhere.
Eyecon currently derives almost all its revenue from the UK market and in line with Playtech's acquisition strategy, almost all of Eyecon's revenues are fully regulated. The addition of Eyecon's content portfolio strengthens Playtech's position as the leading content provider in this key market. In addition, Eyecon's proprietary RGS and distribution network will strengthen the penetration of Playtech's Virtue Fusion offering.
The maximum consideration of £50m (c. EUR 58m) comprises an initial payment of £25m (c. EUR 29m) on a cash free / debt free basis, representing a multiple of c.8x Eyecon's current runrate EBITDA. An additional consideration of up to £25m is payable on an earnout basis of six times Eyecon's EBITDA in the period to June 2019 (subject to certain adjustments) less the initial payment.
To assist in retaining the knowledgeable and specialist Eyecon team, its founder Scott Murray, has committed to remain with the business for at least three years.
Average daily revenue in the Gaming division for the first 51 days of Q1 2017 was up 27% on Q1 2016 (32% at constant currency) and up 11% on Q4 2016 (10% at constant currency). Excluding acquisitions, average daily revenue in the Gaming division for the first 51 days of Q1 2017 was up 9% on Q1 2016 (12% at constant currency) and up 11% on Q4 2016 (up 10% at constant currency).
The Financials Division has performed in line with expectations in 2017 to date. Markets.com KPIs continue to be encouraging against a backdrop of low volatility and CFH continues to perform well with B2B volumes in line with expectations.
Playtech continues to focus on M&A to augment organic growth and its M&A pipeline remains healthy.
Given the progress we have made in 2016, delivering on our strategic objectives, we remain confident of strong performance in 2017 driven by both organic growth and the acquisitions made in 2016.
The Directors believe that in order to best represent the trading performance and results of the Group, the reported numbers should exclude certain noncash and oneoff items including amortisation of intangibles on acquisitions, professional costs on acquisitions, finance costs on acquisitions, and additional various noncash charges.
The Directors believe therefore that Adjusted EBITDA and Adjusted Net Profit more accurately represent the trading performance of the business and are the key performance metrics used by the Board when assessing the Group's financial performance. A full reconciliation between the actual and adjusted results is provided in Note 5 of the financial statements below.
Given the significant fluctuations in exchange rates in the period, the underlying results are presented in respect of the above measures after excluding acquisitions and on a constant currency basis to best represent the trading performance and results of the Group.
2016 has seen Playtech once again deliver a strong financial performance with total reported revenues and Adjusted EBITDA up 12% and 20% respectively compared to 2015. In addition, Playtech executed its M&A strategy, investing cash of €240 million in acquisitions including BGT, Quickspin, ECM and CFH, whilst returning €296 million to investors through progressive dividends, a special dividend and a €50 million share buyback programme.
Significant fluctuations in currency exchange rates, mainly in Sterling, due to macroeconomic events had a material effect on the financial results of the year across all key metrics. On a constant currency basis, revenues, Adjusted EBITDA and Adjusted Net Profit, increased by 20%, 32% and 42% respectively. When further excluding the effect of acquisitions, reflecting the underlying performance of the business, revenues, Adjusted EBITDA and Adjusted Net Profit increased by 13%, 28% and 48% respectively.
The percentage of total regulated revenues for the Gaming division increased by 1% in 2016 to 42% with Sun Bingo, launched towards the end of the 3rd quarter of the year, together with the acquisitions of BGT and ECM, all contributing fully regulated revenue streams to our top line.
Adjusted EBITDA was up 20% in the period, or 32% at constant currency and 28% when further excluding acquisitions. Group Adjusted EBITDA margin increased from 40% in 2015 to 42.7%, and from 40% to 44% at constant currency, despite a greater contribution from lower margin areas of the business such as White Label, the Financials Division and Casual. This improved margin is a result of tight cost control to create sustainable efficiencies across all areas of the business as well as improved commercial terms in Asia, which increased revenues with no material additional cost.
Playtech continues to be highly cash generative and once again delivered strong operating cashflows of €251.4 million, representing high conversion from Adjusted EBITDA. When excluding cash movements, which are not reflected in Adjusted EBITDA, such as movements in jackpot liabilities, customer security deposits and changes in client equity, cash from operating activities represented a 94% conversion to Adjusted EBITDA
Playtech has a very strong balance sheet with cash and cash equivalents of €544.8 million at the end of the year, or Adjusted Gross cash of €392.0 million net of cash held on behalf of client funds, progressive jackpot and security deposits. Together with the Availableforsale investments, which stood at €230.3 million at year end, Playtech has considerable available resources to execute its strategy.
Total reported revenue increased by 12% to €708.6 million (2015: €630.1 million) and by 20% on a constant currency basis, with underlying growth of 13% (after excluding acquisitions at constant currency).
From the 2017 interim results onwards, Playtech will be removing the Landbased vertical which reflects the true omnichannel nature of the offering by allocating revenues which were defined as landbased revenues to the relevant product verticals.
The revenues from Landbased were allocated as follows:
| Current Presentation | 2015 €m |
2016 €m |
Change | Constant Currency Change |
|---|---|---|---|---|
| Casino | 308.7 | 354.6 | 15% | 23% |
| Services | 155.6 | 151.6 | 3% | 4% |
| Sport | 32.2 | 30.9 | 4% | 2% |
| Landbased | 29.8 | 57.1 | 92% | 108% |
| Bingo | 20.5 | 17.8 | 13% | 1% |
| Poker | 11.2 | 9.1 | 19% | 17% |
| Other | 12.1 | 21.9 | 81% | 89% |
| Gaming division | 570.1 | 643.0 | 13% | 21% |
| Financials division | 60.0 | 65.6 | 9% | 11% |
| Total revenue | 630.1 | 708.6 | 12% | 20% |
| Future Presentation | 2015 €m |
2016 €m |
Change | Constant Currency |
|---|---|---|---|---|
| Change | ||||
| Casino | 328.8 | 374.1 | 14% | 22% |
| Services | 155.6 | 151.6 | 3% | 4% |
| Sport | 34.5 | 58.4 | 69% | 82% |
| Landbased | | | | |
| Bingo | 20.5 | 19.8 | 3% | 10% |
| Poker | 11.2 | 9.1 | 19% | 17% |
| Other | 19.5 | 30.0 | 54% | 62% |
| Gaming division | 570.1 | 643.0 | 13% | 21% |
| Financials division | 60.0 | 65.6 | 9% | 11% |
| Total revenue | 630.1 | 708.6 | 12% | 20% |
From the old presentation of the verticals to the new there was an increase in the 2016 Casino revenue figure of €19.5 million and in Sport an increase of €27.5 million. Bingo saw a €2.0 million increase while Other increased by €8.1 million.
Casino continues to be the biggest product vertical, adding €45.9 million of revenues in the period, taking Casino revenues to €354.6 million, with growth of 23% at constant currency and 21% when excluding acquisitions. Mobile casino revenues more than doubled over 2015, pushing mobile penetration to 29% compared to 16% in 2015. The main growth drivers in both total casino and mobile casino were the continued growth in Asia, which more than tripled its mobile penetration compared to 2015; and the growth in the UK's casino mobile revenues, reaching more than 50% in penetration, led by top operators, including Ladbrokes, GalaCoral, Bet365 and Sky. The growth in Casino is predominantly from core casino, e.g. slots and roulette, with addition growth generated by Playtech Live casino and the Playtech
Open Platform.
Services revenues increased by 4% on a constant currency basis, whilst decreasing by 3% on a reported basis. The decrease on a reported basis is mainly due to a faster decline in .com revenues, mostly reflected in marketing and affiliation services revenues, than the increase in regulated revenues. The increase in regulated services revenues were mainly generated from structured agreements, such as Caliente and Marca, and a moderate increase in whitelabel operations revenues.
Sport revenues increased in 2016 by 2% on a constant currency basis after excluding acquisitions, decreasing on a reported basis by 4% to €30.9 million. The decrease on a reported basis, as previously indicated, is mainly due to the loss of three Mobenga contracts with UK licensees. When excluding the aforementioned licensees, Sports grew by 53%, on a reported basis, mainly from growth in Ladbrokes and Caliente.
Landbased revenues increased by 9% at constant currency, after excluding the acquisitions of BGT and ECM and by 92% on a reported basis. The underlying growth driven mainly by growth from IGS and a oneoff sale income from Elite gaming, which should start producing recurring revenues at the end of Q3 2017.
Bingo revenues decreased by 1% on a constant currency basis and reported bingo revenues decreased by 13%. Bingo remains a gateway to maximise value by attracting players and then crosssell them to casino and other product verticals. Bonusing schemes by operators were the main reasons for the decrease, while KPIs, such as active players per week, bets per week and gross gaming win per week, at an alltime high. If Bingo casino side games are added to the revenues reported in the Bingo line item, the total revenues would be €28.9 million. During the year, key contracts were renewed, such as Paddy PowerBetfair, William Hill and others, securing Playtech's strong position in this important vertical.
Poker reported revenues have decreased by 19% compared to 2015, as the entire market continues to be challenging. Poker is still an important vertical in the operators' offering and Playtech remains dedicated to the product.
Other revenues grew by 81% mainly due to Casual games revenues which enjoyed a significant uplift in the second half of the year following the launch of the Narcos branded game.
Playtech completed the acquisition of Markets Limited on 8 May 2015 with the acquisition of CFH completing on 30 November 2016 with the respective financial performance from these companies consolidated into Group results from these dates.
2016 revenue in the Financials division was €65.6m, up 9% versus 2015. CFH contributed €1.8m to 2016 revenues from completion.
As presented in the 2015 final results and 2016 interim results, since Playtech entered into the financial vertical, the regulatory backdrop under which it operates has become increasingly developed, with tighter restrictions and controls imposed on brokers across all aspects of the business.
The first half results reflect the fullimpact of the business transition and improvements made due to the regulatory changes, including the cessation of relationships with Introducing Brokers; moving away from binary options; fundamental changes in onboarding processes; financial promotions as well as the transition made from a salesperson based approach to automated funnels for customer acquisition and retention initiatives.
Following these changes, the second half of 2016 saw a material improvement in performance with encouraging KPIs. Total actives CFD customers were up 10% in H2 2016 with total first time CFD depositors up 37%. As discussed at the time of the interim results in 2016, the second half of the year also benefitted from further reductions in the cost base made in June 2016 with headcount now reduced by a third since the acquisition in May 2015.
| 2016 €'000 |
2015 €'000 |
|
|---|---|---|
| EBITDA | 291,852 | 234,011 |
| Employee stock option expenses | 6,940 | 4,904 |
| Professional expenses on acquisitions | 3,441 | 6,181 |
| Irrecoverable deposit and professional fees on abandoned acquisitions |
| 6,792 |
| Adjusted EBITDA | 302,233 | 251,888 |
| Adjusted EBITDA margin | 42.7% | 40.0% |
| Adjusted EBITDA on a constant currency basis | 331,586 | 251,888 |
| Adjusted EBITDA margin on a constant currency basis | 44.0% | 40.0% |
| EBITDA related to acquisitions at constant currency | (29,774) | (16,774) |
| Underlying Adjusted EBITDA | 301,812 | 235,114 |
| Underlying Adjusted EBITDA margin | 47.1% | 41.4% |
The Adjusted EBITDA margin increased significantly from 40.0% in 2015 to 42.7% in 2016 and 44.0% on a constant currency basis. When excluding the effect of acquisitions, the margin increased to 47.1%. This improved margin is a result of tight cost control to create sustainable efficiencies across all areas of the business as well as improved commercial terms in Asia, which increased revenues with no material additional cost.
Adjusted EBITDA for the Financials division was €15.4 million, against an adjusted EBITDA of €15.9 million in 2015. The reduction in EBITDA compared to the prior period was a direct result of the reduced revenue arising from lower volatility in 2016 when compared to 2015, together with the consequences of the business enhancements in building a solid foundation for future growth.
It is worth noting that Adjusted EBITDA margin will become a less relevant metric for the Group over time as due to the greater contribution from lower margin areas of the business such as White Label, the Financials Division and Casual.
Cost of operations
| 2016 | 2015* | |
|---|---|---|
| €'000 | €'000 | |
| Adjusted operating expenses | 406,325 | 378,198 |
| Less revenuedriven costs | 52,004 | 36,026 | ||
|---|---|---|---|---|
| Adjusted operating expenses excluding | 354,321 | 342,172 | ||
| revenuedriven costs | ||||
| Employeerelated costs | 190,023 | 53% | 181,711 | 53% |
| Cost of service | 51,076 | 14% | 48,242 | 14% |
| Operational marketing costs | 41,366 | 12% | 45,773 | 13% |
| Admin and office costs | 34,320 | 10% | 28,702 | 9% |
| Other costs | 24,473 | 7% | 26,129 | 8% |
| Travel, exhibition and marketing costs | 13,063 | 4% | 11,615 | 3% |
| Adjusted operating expenses excluding | 354,321 | 342,172 | ||
| revenuedriven costs |
* Direct marketing costs relating both to the Gaming Services division and the Financials division were reallocated to Operational marketing costs, both in 2016 and in the comparative figures of 2015.
Adjusted operating expenses increased by 7%, from €378.2 million to €406.3 million in 2016 and by 12% on a constant currency basis.
Revenuedriven costs comprise mainly of whitelabel related costs, such as brand fees gaming taxes, processing fees and others, fees paid to sales agents and license fees paid to third parties, including games developers, IP owners and branded content, which are typically calculated as a share of the licensee revenues generated. Revenuedriven costs as a proportion of total revenue increased from 6% in 2015 to 7% in 2016, mainly due to additional cost related to Sun Bingo.
Employeerelated costs increased by 5%, and decreased by 4% after excluding acquisitions. The decrease is mainly due to the weakening of the Sterling compared to Euro and due to a cost reduction plan that was executed towards the end of the first half of 2016, which resulted in a decrease of about 500 employees when comparing the headcount at the end of 2016 to the end of 2015, excluding acquisitions made during the year. Capitalised development costs increased by 1%, to 15% of total employee related costs to €34.2 million (2015: €28.6 million), reflecting 36% and 34% out of development employee related costs in 2016 and 2015 respectively. The increase in the capitalisation rate is mainly due to the development of the CFD trading platform and the development of the Sportsbook system, including BGT, together with new games and platform capabilities.
Cost of service comprises mainly of dedicated development teams cost, charged back to licensees, hosting and software license cost. During 2016 B2B marketing cost was reclassified from cost of service to operational marketing cost and the comparative numbers were adjusted accordingly. The decrease is mainly as a result of last year's expiration of a licensing agreement for certain real money and social games IP.
Admin and office costs increased by 20% and by 11% excluding acquisitions, mainly due to expansion of existing offices. As a proportion of adjusted nonrevenuerelated costs of operation remained broadly at the same level as in 2015.
Operational marketing costs include marketing cost for B2B and whitelabel activity of the gaming division and B2C marketing costs in the financial division. These costs were reclassified from revenue driven costs and cost of service, including in the 2015 comparative to better reflect the operational marketing costs of the business. In 2016 there was a 10% decrease and a 26% decrease when excluding acquisitions, mainly linked to the decrease in marketing revenues.
Foreign exchange rate losses of €44.7 million during 2016, compared to a gain of €10.6 million in 2015 is the main reason that adjusted net finance cost was €37.2 million in 2016 compared to an adjusted net finance income of €9.4 million in 2015, together with higher interest cost, due to a full term of interest on the debt facility, which were offset by dividends from the available for sale investment in Ladbrokes of €3.7 million (2015: €2.3 million) and Plus500 of €8.2 million (2015: zero).
The Company is tax registered, managed and controlled from the Isle of Man, where the corporate tax rate is set at zero. The Group's main trading subsidiaries are registered either in the Isle of Man, British Virgin Islands, Alderney, Gibraltar or Cyprus, where effective tax rates are low or set at zero. Other subsidiaries (normally related to the Group's development centres) are located in other jurisdictions and operate on a costplus basis, and are taxed on their residual profits. The tax charge in 2016 was €6.3 million (2015: €5.6 million).
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Profit attributable to owners of the parent | 193,030 | 135,810 |
| Amortisation on acquisitions | 44,318 | 41,751 |
| Impairment of intangible assets | 12,335 | |
| Noncash accrued bond interest | 9,802 | 9,388 |
| Employee stock option expenses | 6,940 | 4,904 |
| Professional costs on acquisitions | 3,441 | 6,181 |
| Movement in deferred and contingent consideration | 832 | 1,088 |
| Profit on disposal of investment in associates | (64,459) | |
| Irrecoverable deposit and professional fees on abandoned | ||
| acquisitions | | 6,792 |
| Adjusted profit attributable to owners of the parent | 206,239 | 205,914 |
| Adjusted basic EPS (in Euro cents) | 65.7 | 67.5 |
| Adjusted diluted EPS (in Euro cents) | 59.8 | 61.8 |
| Constant currency impact | 72,110 | (10,578) |
| Adjusted profit for the year attributable to owners of parent | 278,349 | 195,336 |
| on constant currency | ||
| Adjusted Net Profit on constant currency related to acquisitions | (6,673) | (11,333) |
| Underlying adjusted profit for the year attributable to | ||
| owners of the parent | 271,676 | 184,003 |
Adjusted profit remained at the same level as in 2015, significantly impacted by fluctuations in currency exchange rates, mainly in Sterling, resulting in unrealised exchange rate loses. On a constant currency basis, Adjusted Net Profit increased by 42% compared to 2015.
Adjusted diluted EPS was down 3%, whilst Adjusted diluted EPS on a constant currency basis was up 37%, impacted by an increase in shares from the placing in June 2015 and a decrease due to the share buyback executed in December 2016. Adjusted diluted EPS is calculated on the basis of a weighted average number of shares in issue during 2016 of 347.5 million which includes the shares underlying
the convertible bond issued in November 2014. The diluted EPS and the adjusted diluted EPS amounts for 2015 was adjusted to reflect the impact of the convertible bonds.
Total amortisation in the period was €87.5 million (2015: €70.8 million), an increase generated mainly by new acquisitions and impairment of certain intangible assets of €12.3 million, the largest of these relating to the impairment of goodwill of Pokerstrategy, following a decline in the Poker market and loss of key customer. When excluded, amortization decreased by a marginal 3%.
Playtech continues to be highly cash generative and once again delivered strong operating cashflows of €251.4 million.
| 2016 €'000 |
2015 €'000 |
|
|---|---|---|
| Adjusted EBITDA | 302,233 | 251,888 |
| Net cash provided by operating activities | 251,366 | 200,768 |
| Cash conversion | 83% | 80% |
| Decrease /(Increase) in Progressive, operators' jackpots, security deposits | 16,581 | (5,973) |
| Decrease in Client equity | 17,512 | 6,496 |
| Adjusted net cash provided by operating activities | 285,459 | 201,291 |
| Adjusted Cash conversion | 94% | 80% |
Operating cash conversion improved from 80% to 94% from Adjusted EBITDA when adjusted for jackpots, security deposits and client equity. Since the timing of cash inflows and outflows for jackpots, security deposits and client equity only affects operating cashflow for technical accounting reasons, and not EBITDA, adjusting these cash fluctuations is essential to truly reflect the quality of revenues and cash collection.
The increase in cash conversion reflects the improvement in the Gaming division days sales outstanding ("DSO") from 48 days at the end of 2015 and 60 days at the first half of 2016 to 40 days at the end of the year. As indicated previously the higher trade receivables in prior periods were part of regular course of business, as there were no changes to customer's payment terms or revenue recognition methods.
Net cash outflows from investing activities totalled €219.7 million in the period. €240.2 million relates to consideration paid for acquisitions including BGT, Quickspin, ECM, CFH and others. Cash outflows from financing activities included €96.1million of annual and interim dividend payments, €149.6 million of special dividend payment and a €49.8 million share buyback programme.
As at 31 December 2016, cash and cash equivalents amounted to €544.8 million, a decrease of €313.1 million compared to the end of 2015, following the €245.7 million paid in dividend and special dividend during the year, €49.8 million of share buyback, total acquisitions of €240.2 million and the exchange rate losses of €44.7 million. Playtech acquired Eyecon after year the end for an initial amount of £25 million.
Progressive, operators' jackpots and security deposits decreased by €16.6 million to €46.8 million and client funds and deposits increased by €62.3 million, including the client funds acquired from CFH, to €106.1 million, from the end of 2015. Cash and cash equivalents net of cash held on behalf of client funds, progressive jackpot and security deposit is €392.0 million
Total availableforsale investments were €230.3 million, a decrease compared to the end of 2015, mainly due a depreciation in value of holdings in Plus500 and in Ladbrokes and exchange rate losses in total of €53.9 million, which was set off by additional shares in Ladbrokes, which were received on 1 November 2016, following the completion of the merger between Ladbrokes and Coral Group in total of €44.5 million.
Contingent and deferred consideration liability increased to €209.1 million, mainly due to the redemption liabilities on Quickspin, BGT and CFH acquisitions.
| Acquisition | Contingent consideration* and redemption liability as of 31.12.2016 |
Maximum payable earnout |
|---|---|---|
| Markets | €139.1 million | €250 million |
| Quicksipin | €24.1 million | €26 million |
| Best Gaming Technology | €21.4 million | €60 million |
| Consolidated Financial | €17.4 million | \$76.6 million |
| Holdings | ||
| ECM | €4.2 million** | £1.1 million |
| Others | €2.8 million |
*net of discount applied
** Includes working capital adjustment
To provide greater certainty and consistency of dividend payments, the Board adopted a progressive dividend policy in 2016 which allows the Board to reflect its confidence in the growth and cash generation of the business without being tied to a firm percentage payout as oneoff items can impact results, such as the impact from foreign exchange which we saw in 2016.
Playtech's intention to grow dividends from the current level in line with the underlying performance of the business on a smoothed basis and to continue to pay the dividend split approximately onethird as an interim dividend and twothirds as a final dividend.
In October 2016 the Company paid an interim dividend of 11.0 €cents per share (2015: 9.6 €cents per share), an increase of 15%.
The Board has recommended a final dividend of 21.7 €cents per share (2015: 18.9 €cents), an increase of 15% over 2015, taking the total dividend for 2016 to 32.7 €cents per share being a total payout of €96 million, or €246 million including the €150m special dividend paid in November and December 2016. The final dividend is subject to shareholder approval at the AGM in May 2017.
For those shareholders wishing to receive their dividends in Sterling the last date for currency elections is 12 May 2017.
Timetable:
| Exdividend date: | Thursday 4 May 2017 |
|---|---|
| Record date for dividend: | Friday 5 May 2017 |
| Currency election date: | Friday 12 May 2017 |
| Payment date: | Friday 2 June 2017 |
The key risks, which will be discussed further including how they are being addressed in Playtech's 2016 Annual Report (which will be available in the investor relations section of the corporate website), are:
Risks relating to both the Gaming division and Financials division
New licensing regimes may impose conditions. For example, introduction of a requirement to locate significant technical infrastructure within the relevant territory or to establish and maintain realtime data interfaces with the regulator. Such conditions present operational challenges and may prohibit the ability of licensees to offer the full range of the Group's products.
Taxation
Given the environment in which the Group operates, the business is exposed to continuously evolving rules and practices governing the taxation of ecommerce activity in various jurisdictions. Adverse changes to tax rules and changes may increase the Group's underlying effective tax rate and reduce profits available for distribution.
Economic Environment
A downturn in consumer discretionary spend or macroeconomic factors outside of Playtech's control could result in reduced spend by consumers on gambling and financial trading and the Group's revenues would fall.
Cash Management Acquisitions
Playtech have significant cash balances, which may be used to acquire other businesses. Such acquisitions may not deliver the expected synergies and/or benefits and may destroy shareholder value.
Cash Management Cash Balances
Foreign exchange volatility could impact the Group's financial position
Key Employees
The Group's future success depends in large part on the continued service of a broad leadership team including executive Directors, senior managers and key personnel. The development and retention of these employees along with the attraction and integration of new talent cannot be guaranteed.
IT Security
The risk of impairment to our operations for example through cyber and distributed denial of service (DDoS) attacks, technology failure or terrorist attack continues to be one that the Group considers to be significant. System failure could significantly affect the services offered to our licensees.
Regulatory Data Protection
The requirements of the new EU General Data Protection Regulations (GDPR) will come into force in May 2018. This places onerous responsibilities on data controllers and processors who have users in the EU regardless of where the data is held or processed.
Regulatory Preventing Financial Crime
New regulations requiring companies to take action in preventing financial crime are being developed. These include a new Anti-Money Laundering (AML) directive coming into force on 26th June 2017 and calls for improved AntiBribery and Corruption (ABC) regulations.
Intellectual Property Rights
The Group's primary commercial activity is as a licensor of gambling software. The Group predominantly owns the intellectual property (IP) rights in that gambling software, including the IMS which is key to maintaining our competitive advantage. Any claim that the Group doesn't own its IP (by a licensee or a third party), or any copying of the Group's IP by a third party, could have a significant effect on revenues. In addition, the Group licenses intellectual property from third parties, including creation of very successful branded games. Any loss of such IP rights could lead to a decline in casino revenues.
Business Continuity Planning
Loss of revenue, reputational damage or breach of regulatory requirements may occur as a result of a business or location disruptive event.
Regulatory Responsible Gambling
Responsible gambling is a material concern to society as well as a regulatory priority. Licensing requirements are regularly updated to ensure that companies in the sector provide a safe environment for consumers. Recent trends have seen an additional regulatory focus on treating customers fairly and conducting marketing and advertising in a responsible manner.
Market exposure
The fair value of financial assets and financial liabilities could adversely fluctuate due to movements in market prices of foreign exchange rates, commodity prices, equity and index prices.
By order of the Board,
The directors of Playtech plc are listed in the Group's Annual Report and Accounts for the year ended 31 December 2016. A list of current directors is maintained on Playtech's website, www.playtech.com
| 2016 | 2015 | ||||
|---|---|---|---|---|---|
| Note | Actual | Adjusted | Actual | Adjusted | |
| €'000 | *€'000 | €'000 | *€'000 | ||
| Revenue | 4 | 708,558 | 708,558 | 630,086 | 630,086 |
| Distribution costs before depreciation and amortisation | (345,934) | (340,790) | (331,705) | (327,791) | |
| Administrative expenses before depreciation and amortisation | (70,772) | (65,535) | (64,370) | (50,407) | |
| EBITDA | 291,852 | 302,233 | 234,011 | 251,888 | |
| Depreciation, amortisation and impairment | (107,600) | (50,947) | (85,398) | (43,647) | |
| Finance income | 7a | 13,270 | 13,270 | 14,631 | 14,631 |
| Finance cost | 7b | (61,119) | (50,485) | (15,666) | (5,190) |
| Share of profit from joint ventures | 13a | 146 | 146 | 229 | 229 |
| Share of loss from associates | 13b | (693) | (693) | (5,856) | (5,856) |
| Profit on disposal of investment in associate | 13c | 64,459 | | | |
| Profit before taxation | 200,315 | 213,524 | 141,951 | 212,055 | |
| Tax expenses | 8 | (6,303) | (6,303) | (5,646) | (5,646) |
| Profit for the year | 194,012 | 207,221 | 136,305 | 206,409 | |
| Other comprehensive income for the year: | |||||
| Items that may be classified to profit or loss: | |||||
| Change in fair value of available for sale equity instruments | 14 | (53,868) | (53,868) | 1,160 | 1,160 |
| Exchange gains arising on translation of foreign operations | 14,251 | 14,251 | 3,491 | 3,491 | |
| Total items that may be classified to profit or loss | (39,617) | (39,617) | 4,651 | 4,651 | |
| Total comprehensive income for the year | 154,395 | 167,604 | 140,956 | 211,060 | |
| Profit for the year attributable to: | |||||
| Owners of the parent | 193,030 | 206,239 | 135,810 | 205,914 | |
| Noncontrolling interest | 982 | 982 | 495 | 495 | |
| 194,012 | 207,221 | 136,305 | 206,409 | ||
| Total comprehensive income attributable to: | |||||
| Owners of the parent | 153,543 | 166,752 | 140,236 | 210,340 | |
| Noncontrolling interest | 852 | 852 | 720 | 720 | |
| 154,395 | 167,604 | 140,956 | 211,060 | ||
| Earnings per share for profit attributable to the owners of the parent during the year: |
|||||
| Basic (cents) | 9 | 61.4 | 65.7 | 44.5 | 67.5 |
| Diluted (cents) | 9 | 58.8 | 59.8 | 43.7 | 61.8 |
* Adjusted numbers relate to certain noncash and oneoff items including amortisation of intangibles on acquisitions, professional costs on acquisitions and irrecoverable deposit and abandoned acquisitions, finance costs on acquisitions, change in fair value of availableforsale investments in the income statement, noncash accrued bond interest and additional various noncash charges. The directors believe that the adjusted profit measures represent more closely the consistent trading performance of the business. A full reconciliation between the actual and adjusted results is provided in Note 5.
| Additional paid in capital |
Available for sale reserve |
Retained earnings |
Employee benefit trust |
Convertible bond option reserve |
Put/Call options reserve |
Foreign exchange reserve |
Total attributable to equity holders of parent |
Non controlling interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Balance at 1 Jan 2016 |
638,209 | 1,964 | 592,051 | (27,495) | 45,392 | | 3,266 | 1,253,387 | 7,308 1,260,695 | |
| Changes in equity for the year |
||||||||||
| Total comprehensive income for the year |
| (53,021) | 193,030 | | | | 13,534 | 153,543 | 852 | 154,395 |
| Dividend paid | | | (245,734) | | | | | (245,734) | | (245,734) |
| Exercise of options | | | (1,937) | 2,078 | | | | 141 | | 141 |
| Employee stock option scheme |
| | 6,812 | | | | | 6,812 | 128 | 6,940 |
| Share buy back | (10,445) | | (39,384) | | | | | (49,829) | | (49,829) |
| Acquisition of minority interest |
| | (5,974) | | | | | (5,974) | (1,320) | (7,294) |
| Noncontrolling interest acquired on business combination |
| | | | | (34,341) | | (34,341) | 14,746 | (19,595) |
| Balance at 31 December 2016 |
627,764 | (51,057) | 498,864 | (25,417) | 45,392 (34,341) | 16,800 | 1,078,005 | 21,714 1,099,719 | ||
| Balance at 1 Jan 2015 |
324,774 | 804 | 537,692 | (36,154) | 45,392 | | | 872,508 | 675 | 873,183 |
| Changes in equity for the year |
||||||||||
| Total comprehensive income for the year |
| 1,160 | 135,810 | | | | 3,266 | 140,236 | 720 | 140,956 |
| Dividend paid | | | (81,805) | | | | | (81,805) | | (81,805) |
| Issue of share capital (net of issue cost) |
313,032 | | | | | | | 313,032 | | 313,032 |
| Exercise of options | 403 | | (4,381) | 8,659 | | | | 4,681 | 140 | 4,821 |
| Employee stock option scheme |
| | 4,735 | | | | 4,735 | 169 | 4,904 | |
| Acquisition of minority interest |
| | | | | | | | 131 | 131 |
| Noncontrolling interest acquired on business combination |
| | | | | | | | 5,473 | 5,473 |
| Balance at 31 December 2015 |
638,209 | 1,964 | 592,051 | (27,495) | 45,392 | | 3,266 | 1,253,387 | 7,308 1,260,695 |
| 2016 | 2015 | ||
|---|---|---|---|
| Note | €'000 | €'000 | |
| NONCURRENT ASSETS | |||
| Property, plant and equipment | 11 | 72,893 | 51,337 |
| Intangible assets | 12 | 1,014,635 | 750,872 |
| Investments in equity accounted associates & joint ventures |
13 | 39,026 | 51,778 |
| Available for sale investments | 14 | 230,278 | 237,100 |
| Other noncurrent assets | 15 | 26,861 | 20,830 |
| 1,383,693 | 1,111,917 |
| Trade receivables | 16 | 73,744 | 74,632 |
|---|---|---|---|
| Other receivables | 17 | 73,966 | 27,806 |
| Cash and cash equivalents | 18 | 544,843 | 857,898 |
| 692,553 | 960,336 | ||
| TOTAL ASSETS | 2,076,246 | 2,072,253 | |
| EQUITY | |||
| Additional paid in capital | 19 | 627,764 | 638,209 |
| Availableforsale reserve | (51,057) | 1,964 | |
| Employee Benefit Trust | 19 | (25,417) | (27,495) |
| Convertible bonds option reserve | 21 | 45,392 | 45,392 |
| Put/Call options reserve | (34,341) | | |
| Foreign exchange reserve | 16,800 | 3,266 | |
| Retained earnings | 498,864 | 592,051 | |
| Equity attributable to equity holders of the parent |
1,078,005 | 1,253,387 | |
| Noncontrolling interest | 21,714 | 7,308 | |
| TOTAL EQUITY | 1,099,719 | 1,260,695 | |
| NON CURRENT LIABILITIES | |||
| Loans and borrowings | 20 | 200,000 | 200,000 |
| Convertible bonds | 21 | 266,230 | 256,429 |
| Deferred revenues | 3,454 | 3,235 | |
| Deferred tax liability | 24 | 40,443 | 14,049 |
| Contingent consideration and redemption liability | 22 | 204,550 | 141,347 |
| Other noncurrent liabilities | 1,627 | 1,175 | |
| 716,304 | 616,235 | ||
| CURRENT LIABILITIES | |||
| Trade payables Progressive operators' jackpots and security |
23 | 28,171 | 17,411 |
| deposits | 46,759 | 63,340 | |
| Client deposits | 76,229 | | |
| Client funds | 29,863 | 43,761 | |
| Tax liabilities | 11,732 | 5,910 | |
| Deferred revenues | 4,456 | 4,355 | |
| Contingent consideration | 22 | 4,577 | 4,491 |
| Other payables | 25 | 58,436 | 56,055 |
| 260,223 | 195,323 | ||
| TOTAL EQUITY AND LIABILITIES | 2,076,246 | 2,072,253 |
The financial information was approved by the Board and authorised for issue on 22 February 2017.
| Mor Weizer | Andrew Smith |
|---|---|
| Chief Executive Officer | Chief Financial Officer |
| 2016 | 2015 | ||
|---|---|---|---|
| Note | €'000 | €'000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit after tax | 194,012 | 136,305 | |
| Adjustments to reconcile net income to net cash provided by operating activities (see below) |
67,085 | 69,950 | |
| Income taxes paid | (9,731) | (5,487) | |
| Net cash provided by operating activities | 251,366 | 200,768 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Loans and deposits advanced | (9,162) | (6,386) | |
| Acquisition of property, plant and equipment | 11 | (26,224) | (27,327) |
| Return on investment in joint ventures and associates |
13a | 1,844 | 2,362 |
| Acquisition of intangible assets | 12 | (13,019) | (4,331) |
|---|---|---|---|
| Acquisition of subsidiaries | (240,225) | (228,414) | |
| Cash of subsidiaries on acquisition | 100,244 | 49,487 | |
| Capitalised development costs | 12 | (36,176) | (31,357) |
| Investment in equityaccounted associates | 13b,13c | (1,701) | (25,503) |
| Investment in availableforsale investments | 14 | | (209,797) |
| Return on availableforsale investments | 7a | 11,894 | 2,311 |
| Proceeds from sale of property, plant and equipment |
145 | 398 | |
| Acquisition of minority interest | (7,329) | (598) | |
| Net cash used in investing activities | (219,709) | (479,155) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Dividends paid to the holders of the parent | (245,734) | (81,805) | |
| Issue of share capital, net of issue costs | | 313,032 | |
| Share buy back | 19 | (49,829) | |
| Interest paid on convertible bonds and bank borrowing |
(4,594) | (2,685) | |
| Proceeds from bank borrowings | 20 | | 200,000 |
| Exercise of options | 141 | 4,818 | |
| Net cash (used in)/from financing activities | (300,016) | 433,360 | |
| (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS |
(268,359) | 154,973 | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
857,898 | 692,347 | |
| Exchange (losses)/gains on cash and cash equivalents |
(44,696) | 10,578 | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR |
544,843 | 857,898 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES |
||
| Income and expenses not affecting operating cash flows: |
||
| Depreciation | 20,092 | 14,578 |
| Amortisation | 75,173 | 69,610 |
| Impairment | 12,335 | 1,210 |
| Share of profit from joint ventures | (146) | (229) |
| Share of loss from associates | 693 | 5,856 |
| Non cash transaction | (30,686) | |
| Noncash accrued bond interest | 9,802 | 9,388 |
| Income tax expense | 6,303 | 5,646 |
| Employee stock option plan expenses | 6,940 | 4,904 |
| Movement in deferred and contingent consideration | 832 | 1,088 |
| Return on available for sale investments | (11,894) | (2,311) |
| Exchange losses/gains on cash and cash equivalents | 44,696 | (10,578) |
| Other | (191) | 230 |
| Changes in operating assets and liabilities: | ||
| Increase/(decrease) in trade receivables | 12,258 | (29,010) |
| Increase in other receivables | (43,551) | (3,169) |
| Increase/(decrease) in trade payables | 4,969 | (6,842) |
| Increase/(decrease) in progressive, operators jackpot, security deposits |
(16,582) | 5,973 |
| Decrease in client funds | (17,512) | (6,496) |
| Increase/(decrease) in other payables | (5,910) | 12,353 |
| Decrease in deferred revenues | (536) | (2,251) |
| 67,085 | 69,950 |
| 2016 | 2015 |
|---|---|
| Note | €'000 | €'000 | |
|---|---|---|---|
| Acquisitions in the year | |||
| A. Acquisition of Best Gaming Technology GmbH | 26b | 138,490 | |
| B. Acquisition of Consolidated Financial Holdings AS | 26d | 38,927 | |
| C. Acquisition of Quickspin AB | 26a | 24,461 | |
| D. Acquisition of ECM Systems Holdings Ltd | 26c | 25,038 | |
| E. Other acquisitions | 26e | 9,545 | |
| Acquisitions in previous years | |||
| A. Acquisition of Yoyo Games Limited | 1,808 | 14,427 | |
| B. Acquisition of Markets Limited | | 207,987 | |
| C. Other acquisitions | 1,956 | 6,000 | |
| 240,225 | 228,414 |
| 2016 | 2015 | ||
|---|---|---|---|
| Note | €'000 | €'000 | |
| Disposal of investment in associate | |||
| Fair value of Ladbrokes Coral plc shares received | 13c | 44,477 | |
| Cost related to the software and services agreement | (5,312) | | |
| Disposal of investment in associate | 13c | (6,893) | |
| Profit on disposal of investment in associate | 32,272 | | |
| Impairment of investment in associate | 13b | (1,586) | |
| Net profit on disposal of investment in associate | 30,686 | |
Playtech plc and its subsidiaries (the "Group") develop unified software platforms for the online and landbased gambling industry, targeting online and landbased operators. Since May 2015 the Group also offered an online trading platform to retail customer which enabled them to trade CFD (Contracts for Differences) on a variety of instruments which fall under the general categories of Foreign exchange, Commodities, Equities and indices. In the context of this activity, the Group acts as a marketmaker in a predominantly B2C environment. Following the acquisition of CFH in November 2016, the Group also provides B2B clients with technology for liquidity and clearing. Playtech's gaming applications online casino, poker and other P2P games, bingo, mobile, live gaming, landbased terminal and fixedodds game are fully intercompatible and can be freely incorporated as standalone applications, accessed and funded by the operators' players through the same user account and managed by the operator by means of a single, powerful management interface.
The directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing its financial statements.
The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 December 2016 or 31 December 2015. The Annual Report and financial statements for the year ended 31 December 2016 were approved by the Board of Directors on 22 February 2017 along with this preliminary announcement. The auditor's report on the statutory accounts for both the year ended 31 December 2016 and 31 December 2015 was unqualified.
The significant accounting policies followed in the preparation of the financial information, on a consistent basis, are:
This financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting standards and interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs"). In the current year the Group has adopted all of the new and revised standards and interpretations issued by the IASB and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, as they have been adopted by the European Union, that are relevant to its operations and effective for accounting periods beginning on 1 January 2016.
New standards, interpretations and amendments effective from 1 January 2016
There are no new standards, interpretations or amendments which are effective for periods beginning on or before 1 January 2016 which have a material effect on the Group's financial information.
The directors are still considering the potential impact of IFRS 15: Revenue from contracts with customers, and IFRS 9: Financial Instruments, but do not expect these standards to have a material effect on the Group's future financial information. The directors are still considering the potential impact of IFRS 16: Leases but expect a material adjustment to arise on transition as the Group has material lease commitments. Other than as noted, the directors do not expect that any other new standards, interpretations and amendments which are effective for periods beginning after 1 January 2016 to have a material effect on the Group's future financial information
Where the company has control over an investee it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee; exposure to variable returns from the investee; and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial information presents the results of the Group as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial information incorporates the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
The financial information of the gaming division, which includes the Company and some of its subsidiaries is prepared in euros (the functional currency), which is the currency that best reflects the economic substance of the underlying events and circumstances relevant to the gaming division. Transactions and balances in foreign currencies are converted into euros in accordance with the principles set forth by IAS 21 ("The Effects of Changes in Foreign Exchange Rates"). Accordingly, transactions and balances have been converted into the presentation currency of euros as follows:
The financial information of the financial division is prepared in US Dollars (the functional currency), which is the currency that best reflects the economic substance of the underlying events and circumstances relevant to the financial division. The transactions and balances are converted into the presentation currency of euros as follows:
Exchange gains and losses from the aforementioned conversion are recognised in the foreign exchange reserve.
The Group's principal revenue streams and their respective accounting treatments are discussed below:
Royalty income relating to licensed technology and the provision of certain services provided via various distribution channels (online, mobile or landbased interfaces). Royalty income is based on the underlying gaming revenue earned by our licensees and is recognised in the accounting periods in which the gaming transactions occur.
Trading income represents gains (including commission) and losses arising on client trading activity, primarily in contracts for difference on shares, indexes, commodities and foreign exchange. Open client positions are carried at fair market value and gains and losses arising on this valuation are recognised in revenue as well as gains and losses realised on positions that have closed.
Other revenue includes revenue derived from the provision of certain services and licensed technology for which charges are based on a fixedfee and stepped according to the usage of the service/technology in each accounting period. Income is recognised over the period of service once the obligations under the contracts have passed. Where amounts are billed and obligations not met, revenue is deferred.
Other income receivable under fixedterm arrangements is recognised as revenue over the term of the agreement on a straight line basis.
Distribution costs represent the direct costs of the function of providing services to customers, costs of the development function and advertising costs.
Certain employees participate in the Group's share option plans which commenced with effect from 1 December 2005. The fair value of the equity settled options granted is charged to the consolidated statement of comprehensive income on a straight line basis over the vesting period and the credit is taken to equity, based on the Group's estimate of shares that will eventually vest. Fair value is determined by the BlackScholes and Binomial valuation model. The share options plan does not have any performance conditions other than continued service. Where equity settled share options are settled in cash at the group's discretion the debit is taken to equity.
The Group has also granted awards to be distributed from the Group's Employee Benefit Trust. The fair value of these awards is based on the market price at the date of the grant, some of the grants have performance conditions.
Provision for income taxes is calculated in accordance with the tax legislations and applicable tax rates in force at the balance sheet date in the countries in which the Group companies are incorporated.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated balance sheet differs from its tax base, except for differences arising on:
timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
Final dividends are recorded in the Group's financial information in the period in which they are approved by the Group's shareholders. Interim dividends are recognised when paid.
Property, plant and equipment comprise computers and gaming machines, buildings and leasehold and buildings improvements, office furniture and equipment, and motor vehicles and are stated at cost less accumulated depreciation. Carrying amounts are reviewed on each balance sheet date for impairment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Depreciation is calculated to write off the cost of fixed assets on a straight line basis over the expected useful lives of the assets concerned. The principal annual rates used for this purpose, which are consistent with those of the previous years, are:
| % | |
|---|---|
| Computers and gaming machines | 2033 |
| Office furniture and equipment | 733 |
| Freehold and leasehold buildings and | 1020, or over the length of the lease |
| improvements | |
| Motor vehicles | 15 |
Subsequent expenditures are included in the asset carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the consolidated statement of comprehensive income.
The consolidated financial information incorporate the results of business combinations using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.
Where a put/call option is entered into over the noncontrolling interest the ownership risks and rewards of the shares relating to the option are analysed to determine whether the equity is attributable to the noncontrolling interest or the parent. The noncontrolling interest is recognised if the risks and rewards of ownership of those shares remain with them.
A financial liability is recorded to reflect the option. All subsequent changes to the liability (other than the cash settlement) are recognised in profit or loss.
Where the significant risks and rewards of ownership remain with the noncontrolling interest the noncontrolling interest continues to be recognised and is allocated its share of profits and losses.
Where the significant risks and rewards of ownership reside with the controlling interest, the financial liability recognised offsets the noncontrolling interest.
Investments in subsidiary undertakings are recognised at cost less, if any, provision for impairment.
Intangible assets comprise externally acquired patents, domains and customer lists. Intangible assets also include internally generated capitalised software development costs. All such intangible assets are stated at cost less accumulated amortisation. Where intangible assets are acquired as part of a business combination they are recorded initially at their fair value. Carrying amounts are reviewed on each balance sheet date for impairment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount.
Amortisation is calculated at annual rates estimated to write off the costs of the assets over their expected useful lives and is charged to operating expenses from the point the asset is brought into use. The principal annual rates used for this purpose, which are consistent with those of the previous years, are:
| % | |
|---|---|
| Domain names | Nil |
| Internally generated capitalised development costs | 2033 |
| Technology IP | 1333 |
|---|---|
| Customer lists | In line with projected cash flows or 720 |
| Affiliate contracts | 512.5 |
| Patents and license | Over the expected useful lives 1033 |
Management believes that the useful life of the domain names is indefinite. Domain names are reviewed for impairment annually.
Expenditure incurred on development activities including the Group's software development is capitalised only where the expenditure will lead to new or substantially improved products, the products are technically and commercially feasible and the Group has sufficient resources to complete development.
Subsequent expenditure on capitalised intangible assets is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible assets current level of performance, is expensed as incurred.
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed prior to 1 January 2010, the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired and, in the case of business combinations completed on or after 1 January 2010, the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
For business combinations completed prior to 1 January 2010, cost comprised the fair value of assets given, and liabilities assumed, plus any direct costs of acquisition. Changes in the estimated value of contingent consideration arising on business combinations completed by this date were treated as an adjustment to cost and, in consequence, resulted in a change in the carrying value of goodwill.
For business combinations completed on or after 1 January 2010, cost comprises the fair value of assets given and liabilities assumed, plus the amount of any noncontrolling interests in the acquired business. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. For combinations completed on or after 1 January 2010, direct costs of acquisition are recognised immediately as an expense in the consolidated statement of comprehensive income, within administrative costs.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Goodwill is not amortised and is reviewed for impairment, annually or more specifically if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other nonfinancial assets are subject to annual impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to establish the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash generating unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the group's cash generating units that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included in the administrative expenses line item in the consolidated statement of comprehensive income, except to the extent they reverse gains previously recognised in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed.
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate or structured agreements, as appropriate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of postacquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.
Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other nonfinancial assets.
The group is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
Joint ventures where the group has rights to only the net assets of the joint arrangement; or
Joint operations where the group has rights to both the assets and obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group considers:
· The legal form of joint arrangements structured through a separate vehicle;
· The contractual terms of the joint arrangement agreement; and
The Group accounts for its interests in joint ventures in the same manner as investments in
Associates (i.e. using the equity method refer above).
Any premium paid for an investment in a joint venture above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the investment in joint venture. Where there is objective evidence that the investment in a joint venture has been impaired the carrying amount of the investment is tested for impairment in the same way as other nonfinancial assets.
The Group accounts for its interests in joint operations by recognising its share of assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity. The Group does not hold any financial assets at fair value through profit and loss.
These assets are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
The Group's receivables comprise trade and other receivables, cash and cash equivalents, and loans to customers in the balance sheet.
Trade receivables which principally represent amounts due from licensees are carried at original invoice value less an estimate made for bad and doubtful debts based on a review of all outstanding amounts at the yearend. An estimate for doubtful debts is made when there is objective evidence that the Group will not be able to collect amounts due according to the original terms of receivables. Bad debts are written off when identified.
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Where cash is on deposit with maturity dates greater than three months, it is disclosed within other receivables.
Loans to customers are in respect of formal loan agreements entered into between the Group and its customers, which are carried at original advanced value less provision for impairment (or fair value on inception, if different). They are classified between current and noncurrent assets in accordance with the contractual repayment terms of each loan agreement.
Nonderivative financial assets classified as availableforsale comprise the Group's strategic investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. They are carried at fair value with changes in fair value generally recognised in other comprehensive income and accumulated in the available for sale reserve. In accordance with IAS 39, a significant or prolonged decline in the fair value of an availableforsale financial asset is recognised in the consolidated statement of comprehensive income.
Purchases and sales of availableforsale financial assets are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the availableforsale reserve. On sale, the amount held in the availableforsale reserve associated with that asset is removed from equity and recognised in the consolidated statement of comprehensive income.
Trade payables and other shortterm monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Several of the Group's licensees participate in progressive jackpot games. Each time a progressive jackpot game is played, a preset amount is added to a cumulative jackpot for that specific game. The accrual for the jackpot at the consolidated balance sheet date is included in progressive jackpot and other operator's jackpot liabilities.
The Group's liability in connection with client funds includes customer deposits offset by the fair value of open positions, the movement on which is recognised through profit or loss. Such open positions are classified as short term financial derivatives in the balance sheet.
Liability components of convertible loan notes are measured as described further below.
Loans and bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated balance sheet. Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
IFRS 7 and IFRS 13 requires certain disclosure which require the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement (see note 30). The fair value hierarchy has the following levels:
a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
b) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The level in the fair value hierarchy within which the financial asset or financial liability is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels. The Group measures its Availableforsale investments at fair value refer to Note 14 for more detailed information in respect of the fair value measurement.
Ordinary shares are classified as equity and are stated at the proceeds received net of direct issue costs.
Consideration paid/received for the purchase/sale of shares subsequently put in the Employee Benefit Trust is recognised directly in equity. The cost of treasury shares held is presented as a separate reserve (the "Employee Benefit Trust reserve"). Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings.
The Group cannot hold treasury shares under the Group's memorandum and article of association and therefore the shares are cancelled after the buy back.
The proceeds received on issue of the Group's convertible bond are allocated into their liability and equity components. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Subsequently, the debt component is accounted for as a financial liability measured at amortised cost until extinguished on conversion or maturity of the bond, where the option meets the definition of an equity instrument. The remainder of the proceeds is allocated to the conversion option and is recognised in the "Convertible bond option reserve" within shareholders' equity.
Long term liabilities are those liabilities that are due for repayment or settlement in more than twelve months from balance sheet date.
Provisions, which are liabilities of uncertain timing or amount, are recognised when the Group has a present obligation as a result of past events, if it is probable that an outflow of funds will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an "operating lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straightline basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straightline basis.
Noncontrolling interest is recognised at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. The total comprehensive income of nonwholly owned subsidiaries is attributed to owners of the parent and to the noncontrolling interests in proportion to their relative ownership interests.
The directors believe that in order to best represent the trading performance and results of the Group, the reported numbers should exclude certain noncash and oneoff items including the below. Accordingly, these are the key performance metrics used by the Board when assessing the Group's financial performance. Such exclusions include:
Underlying adjusted results excludes the following items in order to present a more accurate 'like for like' comparison over the comparable period:
A full reconciliation of adjustments is included in note 5.
The preparation of financial information in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.
The areas requiring the use of estimates and critical judgments that may potentially have a significant impact on the Group's earnings and financial position are detailed below.
The Group is required to test, on an annual basis, whether goodwill, intangible assets not yet in use and indefinite life assets have suffered any impairment. The Group is required to test other intangibles if events of changes in circumstances indicated that their carrying amount may not be recoverable. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Such estimates are based on management's experience of the business, but actual outcomes may vary. More details including carrying values are included in
Note 12.
Intangible assets and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness.
Changes to estimates can result in significant variations in the amounts charged to the consolidated statement of comprehensive income in specific periods. More details including carrying values are included in Notes 11 and 12.
Legal proceedings and contingent liabilities
Management regularly monitors the key risks affecting the Group, including the regulatory environment in which the Group operates. A provision will be made where there is a present obligation from a past event, a transfer of economic benefits is probable and the amount of costs of the transfer can be estimated reliably. In instances where the criteria are not met, a contingent liability may be disclosed in the notes to the financial information. More details are included in Note 31.
The Group is subject to income tax in jurisdictions in which its companies are incorporated and registered and judgment is required in determining the provision for income taxes. The Group is basing its tax provisions on current (and enacted but not yet implemented) tax rules and practices, together with advice received from professional advisers, and believes that its accruals for tax liabilities are adequate for all open enquiry years based on its assessment of many factors including past experience and interpretations of tax law. The Group constantly monitors changes in legislation and update its accruals accordingly. The principal risks relating to the Group's tax liabilities, and the sustainability of the underlying effective tax rate, arise from domestic and international tax laws and practices in the ecommerce environment continuing to evolve, including the corporate tax rates in jurisdictions where the Group has a significant asset or people presence. More details are included in Note 8.
The Group's subsidiary, Safecap investments Limited ("Safecap"), is primarily regulated by the Cyprus Securities and Exchange Commission. The regulatory environment is regularly changing and imposes significant demands of the resources of the subsidiary. As the subsidiary's activities expand, offering new products and penetrating new markets, these regulatory demands will inevitably increase. The increasing complexity of the Group's operations require training and recruitment be tailored to meet these regulatory demands and the costs of compliance are expected to increase.
In addition to the above, Safecap manages its capital resources on the basis of capital adequacy requirements as prescribed it regulator, together with its own assessment of other business risks and sensitivities which may impact the business. Capital adequacy requirements are monitored on a realtime basis, including a 'buffer' which is deemed sufficient by management to ensure that capital requirements are not breached at any time.
For all arrangements structured in separate vehicles the Group must assess the substance of the arrangement in determining whether it meets the definition to be classified as an associate or joint venture. Factors the group must consider include:
Upon consideration of these factors, the Group has determined that all of its arrangements structured through separate vehicles give it significant influence but not joint control rights to the net assets and are therefore classified as associates.
The Group has a sharebased remuneration scheme for employees. The fair value of share options is estimated by using the BlackScholes and Binomial models, on the date of grant based on certain assumptions. Those assumptions are described in Note 10 and include, among others, the dividend growth rate, expected share price volatility, expected life of the options and number of options expected to vest.
The fair value of the intangible assets acquired is based on the discounted cash flows expected to be derived from the use of the asset. Further information in relation to the determination of fair value of intangible assets acquired is given in Notes 26 and 27.
The fair value of contingent consideration and redemption liability is based on the probability of expected cash flow outcomes and the assessment of present values using appropriate discount rates. Recognition of put/call options over noncontrolling interest is based on consideration of the ownership risks and rewards of the shares relating to the option to determine whether the equity is attributable to the noncontrolling interest or the parent. Further information in relation to the determination of the fair value of contingent consideration is given in Notes 26 and 27.
The Group's reportable segments are strategic business units that offer different products and services.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer and the Chief Financial Officer.
· Financial: including B2C and B2B CFD
The Groupwide profit measures are adjusted EBITDA and adjusted net profit (see Note 5). Management believes the adjusted profit measures represent more closely the underlying trading performance of the business. No other differences exist between the basis of preparation of the performance measures used by management and the figures in the Group financial information.
There is no allocation of operating expenses, profit measures, assets and liabilities to individual products within the segments.
| Land | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Casino | Services | Sport | based | Bingo | Poker | Other | Total Gaming | Financial | Consolidated | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Total revenue | 354,595 | 151,557 | 30,915 | 57,048 | 17,846 | 9,092 | 21,913 | 642,966 | 65,592 | 708,558 |
| adjusted EBITDA | 286,863 | 15,370 | 302,233 | |||||||
| adjusted net profit |
190,338 | 16,883 | 207,221 | |||||||
| Total assets | 1,881,342 | 194,904 | 2,076,246 | |||||||
| Total liabilities | 797,588 | 178,939 | 976,527 |
| Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Casino | Services | Sport | Land based |
Bingo | Poker | Other | Total Gaming | Financial | Consolidated | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Total revenue | 308,712 | 155,625 | 32,206 | 29,749 | 20,468 | 11,241 | 12,079 | 570,080 | 60,006 | 630,086 |
| adjusted EBITDA |
236,022 | 15,866 | 251,888 | |||||||
| adjusted net profit |
192,176 | 14,233 | 206,409 | |||||||
| Total assets | 1,911,203 | 161,050 | 2,072,253 | |||||||
| Total liabilities | 672,164 | 139,394 | 811,558 |
In 2016, there were two licensees (2015: Two licensees) who individually accounted for more than 10% of the total gaming revenue and the total revenue of the Group. Aggregate revenue from these licensees totaled €255.4 million (2015: €192.3 million).
Analysis by geographical regions is made according to the jurisdiction of the gaming license of the licensee. This does not reflect the region of the end users of the Group's licensees whose locations are worldwide.
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Philippines | 257,002 | 199,608 |
| UK | 188,847 | 179,510 |
| Rest of World | 81,595 | 64,141 |
| Antigua | 28,891 | 53,512 |
| Gibraltar | 25,410 | 30,285 |
| Malta | 25,341 | 10,798 |
| Italy | 17,132 | 15,591 |
| Spain | 12,654 | 6,209 |
| Curacao | 6,094 | 10,426 |
| 642,966 | 570,080 |
The Group's information about its noncurrent assets by location of the domicile are detailed below:
| 2016 | 2015* | |
|---|---|---|
| €'000 | €'000 | |
| British Virgin Islands | 560,528 | 571,446 |
| Isle of Man | 208,603 | 192,452 |
| Austria | 162,097 | |
| UK | 108,915 | 90,550 |
| Sweden | 76,670 | 24,714 |
| Cyprus | 61,690 | 53,560 |
| Denmark | 51,583 | |
|---|---|---|
| Luxemburg | 51,352 | 65,874 |
| Gibraltar | 32,322 | 37,032 |
| Netherland | 19,159 | 18,579 |
| Latvia | 13,947 | 11,243 |
| Rest of World | 36,827 | 46,467 |
| 1,383,693 | 1,111,917 |
The Group's information about its noncurrent assets by location of the assets are detailed below:
| 2016 | 2015* | |
|---|---|---|
| €'000 | €'000 | |
| British Virgin Islands | 552,766 | 571,447 |
| UK | 349,190 316,565 | |
| Austria | 162,097 | |
| Sweden | 76,670 | 24,714 |
| Cyprus | 50,018 | 53,560 |
| Gibraltar | 32,322 | 37,032 |
| Denmark | 37,261 | |
| Isle of Man | 27,664 | 32,311 |
| Netherland | 15,959 | 18,579 |
| Latvia | 13,947 | 11,243 |
| Malta | 12,601 | |
| Philippines | 6,711 | 12,929 |
| Rest of World | 46,487 | 33,537 |
| 1,383,693 | 1,111,917 |
*2015 comparative numbers were adjusted to reflect the location of intangible assets based on the location of the underlying acquired businesses rather than the location of the acquirer.
The following tables give a full reconciliation between adjusted and actual results:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Distribution costs before depreciation and amortisation | 345,934 | 331,705 |
| Employee stock option expenses | (5,144) | (3,914) |
| Adjusted distribution costs before depreciation and amortisation | 340,790 | 327,791 |
| Administrative expenses before depreciation and amortisation | 70,772 | 64,370 |
| Employee stock option expenses | (1,796) | (990) |
| Professional fees on acquisitions | (3,441) | (6,181) |
| Irrecoverable deposit and professional fees on abandoned acquisitions |
| (6,792) |
| Total adjusted items | (5,237) | (13,963) |
| Adjusted administrative expenses before depreciation and amortisation |
65,535 | 50,407 |
| Depreciation distribution costs | 17,887 | 12,653 |
| Depreciation administrative costs | 2,205 | 1,925 |
| Amortisation distribution costs | 75,173 | 69,610 |
| Impairment | 12,335 | 1,210 |
| Total depreciation and amortization | 107,600 | 85,398 |
| Amortisation of intangibles on acquisitions distribution costs | (44,318) | (41,751) |
| Impairment | (12,335) | |
| Adjusted depreciation and amortisation | 50,947 | 43,647 |
| Revenue | 708,558 | 630,086 |
| Constant currency impact | 45,608 | |
| Revenue on constant currency basis | 754,166 | 630,086 |
| Revenue related to acquisitions on a constant currency basis | (113,311) | (62,881) |
| Underlying revenue | 640,855 | 567,205 |
|---|---|---|
| EBITDA | 291,852 | 234,011 |
| Employee stock option expenses | 6,940 | 4,904 |
| Professional expenses on acquisitions | 3,441 | 6,181 |
| Irrecoverable deposit and professional fees on abandoned acquisitions |
| 6,792 |
| Adjusted EBITDA | 302,233 | 251,888 |
| Constant currency impact | 29,353 | |
| Adjusted EBITDA on constant currency basis | 331,586 | 251,888 |
| EBITDA related to acquisitions on constant currency basis | (29,774) | (16,774) |
| Underlying adjusted EBITDA | 301,812 | 235,114 |
| Profit for the year attributable to owners of parent | 193,030 | 135,810 |
| Amortisation of intangibles on acquisitions | 44,318 | 41,751 |
| Impairments | 12,335 | |
| Profit on disposal of investment in associates | (64,459) | |
| Employee stock option expenses | 6,940 | 4,904 |
| Professional expenses on acquisitions | 3,441 | 6,181 |
| Irrecoverable deposit and professional fees on abandoned acquisitions |
| 6,792 |
| Noncash accrued bond interest | 9,802 | 9,388 |
| Movement in deferred and contingent consideration | 832 | 1,088 |
| Adjusted profit for the year attributable to owners of the parent | 206,239 | 205,914 |
| Constant currency impact | 72,110 | (10,578) |
| Adjusted net loss/(profit) related to acquisitions on constant currency basis |
278,349 | 195,336 |
| Adjusted net profit related to acquisitions on constant currency basis | (6,673) | (11,333) |
| Underlying adjusted profit for the year attributable to owners of the parent |
271,676 | 184,003 |
EBITDA is stated after charging:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Directors compensation | ||
| Shortterm benefits of directors | 2,231 | 2,359 |
| Sharebased benefits of directors | 297 | 444 |
| Bonuses to executive directors | 2,071 | 1,942 |
| 4,599 | 4,745 | |
| Auditor's remuneration | ||
| Group audit and parent company (BDO) | 362 | 362 |
| Audit of subsidiaries (BDO) | 599 | 544 |
| Audit of subsidiaries (nonBDO) | 207 | 194 |
| Total Audit fees | 1,168 | 1,100 |
| Nonaudit services provided by parent company auditor and its international member firms |
||
| Corporate finance services related to acquisitions | 320 | 883 |
| Other nonaudit services | 133 | 60 |
| Tax advisory services | 418 | 213 |
| Total Nonaudit fees | 871 | 1,156 |
| Development costs (net of capitalised development costs of €35.5 |
million (2015: €29.7 million)
80,988
88,036
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| A. Finance income | ||
| Interest received | 1,376 | 1,741 |
| Return on availableforsale investments | 11,894 | 2,311 |
| Exchange differences | | 10,579 |
| 13,270 | 14,631 | |
| B. Finance cost | ||
| Finance cost movement in contingent consideration | (832) | (1,088) |
| Exchange differences | (44,696) | |
| Notional interest expenses on convertible bonds | (9,802) | (9,388) |
| Nominal interest expenses on convertible bonds | (1,485) | (1,485) |
| Bank charges and interest paid | (4,304) | (3,705) |
| (61,119) | (15,666) | |
| Net financing cost | (47,849) | (1,035) |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Current income tax | ||
| Income tax on profits of subsidiary operations | 9,652 | 7,759 |
| Deferred tax (Note 24) | (3,349) | (2,113) |
| Total tax charge | 6,303 | 5,646 |
The tax charge for the year can be reconciled to accounting profit as follows:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Profit before taxation | 200,315 | 141,951 |
| Tax at effective rate in Isle of Man | | |
| Higher rates of current income tax in overseas jurisdictions | 6,303 | 5,646 |
The group is tax registered, managed and controlled from the Isle of Man where the corporate tax rate is set to zero. The majority of profits arise in Isle of Man and British Virgin Islands, in which the corporate tax rate is set to zero as well. The Group's subsidiaries are located in different jurisdictions. The subsidiaries are taxed on their residual profit.
The deferred tax is due to the reversal of temporary differences arising on the identification of the intangible assets acquired in the current and prior years.
Earnings per share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue and the earnings, being profit after tax is as follows:
| 2016 | ||||
|---|---|---|---|---|
| Actual | Adjusted | Actual | Adjusted | |
| €'000 | €'000 | €'000 | €'000 | |
| Profit for the year attributable to owners of the parent |
193,030 | 206,239 | 135,810 | 205,914 |
| Add interest on convertible bond | 11,287 | 1,485 | 10,873 | 1,485 |
| Earnings used in diluted EPS | 204,317 | 207,724 | 146,683 | 207,399 |
| Basic (cents) | 61.4 | 65.7 | 44.5 | 67.5 | |
|---|---|---|---|---|---|
| Diluted (cents) | 58.8 | 59.8 | 43.7 | 61.8 | |
| 2016 | 2015 | ||||
| Actual | Adjusted | Actual* | Adjusted* | ||
| Number | Number | Number | Number | ||
| Denominator basic | |||||
| Weighted average number of equity shares | 314,130,671 | 314,130,671 | 305,086,266 | 305,086,266 | |
| Denominator diluted | |||||
| Weighted average number of equity shares | 314,130,671 | 314,130,671 | 305,086,266 | 305,086,266 | |
| Weighted average number of option shares | 2,326,838 | 2,326,838 | 411,618 | 411,618 | |
| Weighted average number of convertible bonds | 31,059,798 | 31,059,798 | 30,170,356 | 30,170,356 | |
| Weighted average number of shares | 347,517,307 | 347,517,307 | 335,668,240 | 335,668,240 |
As at 31 December 2016, none (2015: none) of the outstanding share options were included in the calculation of diluted EPS as their exercise price is greater than the weighted average share price during the year (i.e. they are out of the money) and therefore it would not be advantageous for the holders to exercise those options. The total number of options in issue is disclosed in Note 10.
* Earnings used in diluted EPS and the weighted average number of shares used in diluted EPS for 2015 were adjusted to reflect the impact of the convertible bonds.
Total staff costs comprise the following:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Salaries and employeerelated costs | 234,410 | 219,676 |
| Employee stock option costs | 6,940 | 4,904 |
| 241,350 | 224,580 | |
| Average number of employees: | ||
| Distribution | 4,782 | 4,837 |
| General and administration | 472 | 324 |
| 5,254 | 5,161 |
The Group has the following employee share option plans ("ESOP") for the granting of nontransferable options to certain employees:
The overall term of the ESOP is five to ten years. These options are settled in equity once exercised. Option prices are either denominated in USD or GBP, depending on the option grant terms.
During 2012, the Group amended some of the rules of the equity based Plan. The amendments allow the Group, at the employees consent, to settle fully vested and exercisable options for cash instead of issuing shares.
The Group granted 203,487 and 1,500,529 nil cost awards in December 2015 and December 2016 respectively.
At 31 December 2016, options under these schemes were outstanding over:
| 2016 | 2015 |
|---|---|
| Number | Number |
| 1,836,137 | 607,300 | |
|---|---|---|
| Shares will vest on 21 December 2019 at nil cost | 111,720 | |
| Shares will vest between 1 September 2017 and 1 March 2019 at nil cost |
677,338 | |
| Shares will vest on 1 March 2019 at nil cost | 246,728 | |
| Shares will vest between 1 September 2016 and 1 March 2018 at nil cost |
383,071 | 56,568 |
| Shares will vest on 1 March 2018 at nil cost | 146,919 | 146,919 |
| Shares vested on 21 December 2016 at nil cost | 64,935 | 99,291 |
| Shares will vest between 17 June 2016 and 17 June 2017 at nil cost |
28,713 | 57,425 |
| Shares vested on 23 June 2016 at an exercise price of £3.48 per share |
| 13,000 |
| Shares vested on 10 March 2015 at an exercise price of £3.5225 per share |
49,000 | 73,000 |
| Shares vested between 26 August 2012 and 26 August 2013 at an exercise price of £4.16 per share |
35,811 | 37,111 |
| Shares vested between 18 April 2012 and 18 April 2013 at an exercise price of £5.12 per share |
23,200 | 23,200 |
| Shares vested on 22 May 2012 at an exercise price of £4.155 per share |
20,000 | 20,000 |
| Shares vested between 28 November 2009 and 28 November 2012 at an exercise price of £3.20 per share |
29,952 | 37,518 |
| Shares vested between 25 April 2009 and 25 April 2012 at an exercise price of £4.35 per share |
10,000 | 10,000 |
| Shares vested between 31 December 2008 and 31 December 2010 at an exercise price of £3.86 per share |
5,000 | 7,000 |
| Shares vested between 31 December 2008 and 31 December 2010 at an exercise price of \$7.68 per share |
| 3,000 |
| Shares vested between 18 June 2008 and 18 June 2010 at an exercise price of £3.96 per share |
3,750 | 6,267 |
| Shares vested between 11 December 2007 and 11 December 2009 at an exercise price of £2.21 per share |
| 5,334 |
| Shares vested between 21 June 2007 and 21 June 2009 at an exercise price of £3.16 per share |
| 10,000 |
| Shares vested between 21 June 2007 and 21 June 2009 at an exercise price of \$5.75 per share |
| 1,667 |
Total number of shares exercisable as of 31 December 2016 is 376,213 (2015: 247,097).
The following table illustrates the number and weighted average exercise prices of shares options for the ESOP.
| 2016 Number of options |
2015 Number of options |
2016 Weighted average exercise price |
2015 Weighted average exercise price |
|
|---|---|---|---|---|
| Outstanding at the beginning of the year |
607,300 | 1,209,873 | \$6.99, £1.52 | \$5.27, £3.64 |
| Granted | 1,500,529 | 360,203 | nil | nil |
| Forfeited | (13,215) | (25,041) | nil | £4.44 |
| Exercised | (258,477) | (937,735) | \$6.99, £0.87 | \$4.99, £3.64 |
| Outstanding at the end of the year |
1,836,137 | 607,300 | £0.38 | \$6.99, £1.52 |
Included in the number options exercised during the year is 14,061 options (2015: nil) where a cash alternative was received.
The weighted average share price at the date of exercise of options was £8.718 (2015: £8.036).
Share options outstanding at the end of the year have the following exercise prices:
| Expiry date | Exercise price | 2016 | 2015 |
|---|---|---|---|
| Number | Number | ||
| Between 6 February 2016 and 11 December 2016 |
Between \$4.35 and \$5.75 and between £1.72 and £3.16 |
| 17,001 |
| Between 15 May 2017 and 31 December 2017 |
Between \$7.19 and \$7.79 and between £3.39 and £3.96 |
8,750 | 16,267 |
| Between 25 April 2018 and 31 December 2018 |
\$4.35 and between £3.17 and £5.31 |
39,952 | 47,518 |
| Between 22 May 2019 and 6 November 2019 |
Between £3.70 and £4.16 | 20,000 | 20,000 |
| Expiry date | Exercise price | 2016 | 2015 |
|---|---|---|---|
| Number | Number | ||
| Between 18 April 2020 and 26 August 2020 |
Between £4.16 and £5.12 | 59,011 | 60,311 |
| Between 10 March 2021 and 16 December 2021 |
Between £2.30 and £3.52 | 49,000 | 73,000 |
| 21 June 2022 | £3.48 | | 13,000 |
| 17 December 2024 | Nil | 93,648 | 156,716 |
| 17 December 2025 | Nil | 529,990 | 203,487 |
| Between 21 December 2026 and 31 December 2026 |
Nil | 1,035,786 | |
| 1,836,137 | 607,300 |
Options granted under TradeFX 2009 Global Share Option Plan ("TradeFX Plan") vest on the first day on which they become exercisable which is typically between one to four years after grant date.
The overall term of the ESOP is ten years. These options are settled in equity once exercised. Option prices are either denominated in USD, depending on the option grant terms.
Total number of share options exercisable as of 31 December 2016 is 55,734 (2015: 10,126).
| 2016 | 2015 | |
|---|---|---|
| Number | Number | |
| Shares vested between 1 June 2011 and 31 December 2016 at an exercise price of \$4 per share | 3,800 | 4,089 |
| Shares vested between 1 November 2013 and 31 December 2016 at an exercise price of \$12 per share | 4,338 | 5,537 |
| Shares vested between 1 December 2015 and 31 December 2016 at an exercise price of \$70 per share 47,596 | 500 | |
| 55,734 | 10,126 | |
| Shares vesting between 1 January 2016 and 31 August 2016 at an exercise price of \$4 per share | | 2,749 |
| Shares vesting between 1 January 2016 and 31 May 2017 at an exercise price of \$12 per share | 612 | 10,838 |
| Shares vesting between 1 January 2017 and 31 August 2020 at an exercise price of \$70 per share | 103,715 145,186 | |
| 104,327 | 158,773 | |
| 160,061 | 168,899 | |
The following table illustrates the number and weighted average exercise prices of shares options for the ESOP:
| 2016 | 2015 | 2016 | 2015 | |||
|---|---|---|---|---|---|---|
| Number of options |
Number of options |
exercise price | Weighted average |
Weighted average exercise price | ||
| Outstanding at the beginning of the year |
168,899 | 60,300 | \$ 60.7 | \$ 16.58 | ||
| Granted through the year | 11,000 | 139,486 | \$ 70 | \$ 70 | ||
| Forfeited | (12,410) | (29,838) | \$ 36.75 | \$ 1.33 | ||
| Exercised | (7,428) | (1,049) | \$ 9.17 | \$ 4 | ||
| Outstanding at the end of the year |
160,061 | 168,899 | \$ 66.64 | \$ 60.7 |
Included in the number of options exercised during the year is 1,049 (2014: 25) where a cash alternative was received. Share options outstanding at the end of the year have the following exercise prices:
| 2016 | 2015 | |
|---|---|---|
| Number | Number | |
| Share options to be expired between 1 June 2020 and 1 August 2022 at an exercise price of \$4 per share | 3,800 | 6,838 |
| Share options to be expired between 1 September 2022 and 1 November 2023 at an exercise price of \$12 per share | 4,950 | 16,375 |
| Share options to be expired between 1 December 2024 and 10 March 2025 at an exercise price of \$70 per share | 151,311 | 145,686 |
| 160,061 | 168,899 |
| Computers and | Office furniture | Motor vehicles | Freehold and | Total |
|---|---|---|---|---|
| gaming | and equipment | leasehold | ||
| machines | buildings and |
| improvements | |||||
|---|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | €'000 | |
| Cost | |||||
| At 1 January 2015 |
54,857 | 5,721 | 456 | 15,341 | 76,375 |
| Additions Acquired |
13,435 | 2,490 | 202 | 11,200 | 27,327 |
| through business combinations |
621 | 435 | | 66 | 1,122 |
| Disposals Foreign |
(1,723) | (190) | (144) | (9) | (2,066) |
| exchange Movements |
1 | 3 | | | 4 |
| At 31 December 2015 |
67,191 | 8,459 | 514 | 26,598 | 102,762 |
| Accumulated depreciation |
|||||
| At 1 January 2015 |
33,617 | 1,581 | 180 | 2,678 | 38,056 |
| Charge Disposals |
10,770 (976) |
1,856 (172) |
83 (61) |
1,869 |
14,578 (1,209) |
| At 31 December 2015 |
43,411 | 3,265 | 202 | 4,547 | 51,425 |
| Net Book Value | |||||
| At 31 December 2015 |
23,780 | 5,194 | 312 | 22,051 | 51,337 |
| At 31 December 2014 |
21,240 | 4,140 | 276 | 12,663 | 38,319 |
| Computers and gaming machines |
Office furniture and equipment |
Motor vehicles | Buildings and leasehold buildings and improvements |
Total | |
|---|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | €'000 | |
| Cost | |||||
| At 1 January 2016 |
67,191 | 8,459 | 514 | 26,598 | 102,762 |
| Additions Acquired |
17,816 | 2,560 | 284 | 5,564 | 26,224 |
| through business combinations |
14,392 | 1,049 | | 44 | 15,485 |
| Disposals Foreign |
(246) | (126) | (92) | (169) | (633) |
| exchange Movements |
53 | 23 | 1 | 1 | 78 |
| At 31 December 2016 |
99,206 | 11,965 | 707 | 32,038 | 143,916 |
| Accumulated depreciation At 1 January |
43,411 | 3,265 | 202 | 4,547 | 51,425 |
| 2016 Charge Disposals Foreign exchange |
15,419 (206) |
1,922 (60) |
136 (64) |
2,615 (199) |
20,092 (529) |
| Movements | 27 | 8 | | | 35 |
| At 31 December 2016 |
58,651 | 5,135 | 274 | 6,963 | 71,023 |
| Net Book Value | |||||
| At 31 December 2016 |
40,555 | 6,830 | 433 | 25,075 | 72,893 |
| Patents, Domain names and license |
Technology IP |
Development costs |
Customer List & Affiliates |
Goodwill | Total | |
|---|---|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Cost | ||||||
| As of 1 January 2015 |
23,168 | 26,661 | 90,145 | 226,840 | 205,097 | 571,911 |
| Additions Assets acquired |
4,331 | | 31,357 | | | 35,688 |
| on business combinations |
35,059 | 16,416 | 2,177 | 81,536 | 261,834 | 397,022 |
| Impairment of intangible assets |
| | (1,210) | | | (1,210) |
| Foreign exchange Movements |
333 | 105 | 41 | 775 | 2,282 | 3,536 |
| As of 31 December, 2015 |
62,891 | 43,182 | 122,510 | 309,151 | 469,213 | 1,006,947 |
| Accumulated amortisation As of 1 January |
8,674 | 13,149 | 44,346 | 124,597 | | 190,766 |
|---|---|---|---|---|---|---|
| 2015 | ||||||
| Provision | 5,713 | 3,930 | 20,249 | 35,448 | | 65,340 |
| Foreign exchange | (6) | (25) | 30 | (30) | | (31) |
| Movements | ||||||
| As of 31 December 2015 |
14,381 | 17,054 | 64,625 | 160,015 | | 256,075 |
| Net Book Value | ||||||
| As of 31 December 2015 |
48,510 | 26,128 | 57,885 | 149,136 | 469,213 | 750,872 |
| As of 31 December 2014 |
14,494 | 13,512 | 45,799 | 102,243 | 205,097 | 381,145 |
| Patents, Domain |
Technology IP |
Development costs |
Customer List & |
Goodwill | Total | |
|---|---|---|---|---|---|---|
| names & | Affiliates | |||||
| License | ||||||
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Cost | ||||||
| As of 1 January 2016 |
62,891 | 43,182 | 122,510 | 309,151 | 469,213 | 1,006,947 |
| Additions | 1,305 | 11,714 | 35,649 | | | 48,668 |
| Disposals | | | | | (5,312) | (5,312) |
| Assets acquired | ||||||
| on business | 13,536 | 38,560 | | 79,261 | 158,992 | 290,349 |
| combinations Impairment of |
||||||
| intangible asset | | | | | (12,335) | (12,335) |
| Foreign exchange | ||||||
| Movements | 1,391 | 527 | 574 | 3,344 | 9,699 | 15,535 |
| As of 31 December, 2016 |
79,123 | 93,983 | 158,733 | 391,756 | 620,257 | 1,343,852 |
| Accumulated | ||||||
| amortisation | ||||||
| As of 1 January 2016 |
14,381 | 17,054 | 64,625 | 160,015 | | 256,075 |
| Provision | 5,901 | 8,872 | 22,818 | 34,273 | | 71,864 |
| Foreign exchange | 157 | 167 | 214 | 740 | | 1,278 |
| Movements | ||||||
| As of 31 December 2016 |
20,439 | 26,093 | 87,657 | 195,028 | | 329,217 |
| Net Book Value | ||||||
| As of 31 December 2016 |
58,684 | 67,890 | 71,076 | 196,728 | 620,257 | 1,014,635 |
The Group amortisation charge of €75.2 million (2015: €69.9 million) also includes €3.3 million (2015: €4.2 million) in relation to the release of the buyout of reseller agreement (note 17).
In accordance with IAS 36, the Group regularly monitors the carrying value of its intangible assets, including goodwill. Goodwill is allocated to eleven (2015: fourteen) cash generating units ("CGU"). Following the restructure of the Sports division, the previous CGU's of Mobenga, Geneity and other acquisitions were combined to form the Sports CGU in accordance with IAS 36. Management determines which of those CGU's are significant in relation to the total carrying value of goodwill as follows:
Based on the above criteria in respect of the goodwill, management has concluded that the following are significant:
The recoverable amounts of all the CGUs have been determined from value in use calculations based on cash flow projections from formally approved budgets covering one year period to 31 December 2017 in addition to 23 years forecasts. Beyond this period, management has applied an annual growth rate of between 2% and 5% based on the underlying economic environment in which the CGU operates. Management has applied a discount rates to the cash flow projections between 11.9% and 13.9% (2015: between 12.0% and 18.4%).
The results of the review indicated that there was an impairment of goodwill of 3 CGU's in a total amount of €12.3 million at 31 December 2016, which has been charged to the income statement. Management has also reviewed the key assumptions and forecasts for the customer lists, brands and affiliates, applying the above same key assumptions. The results of the reviews indicated that except the above, there was no impairment of the intangible assets at 31 December 2016.
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Investment in joint ventures comprise: | ||
| A. Investment in International Terminal Leasing | 2,091 | 3,388 |
| Investment in equity accounted associates: |
| B. Investment in associates | ||
|---|---|---|
| 11,612 | 17,254 | |
| C. Investment in structured agreements | 25,323 | 31,136 |
| 39,026 | 51,778 | |
On 8 March 2011, the Group entered into an agreement with Scientific Games to form a partnership called International Terminal Leasing ("ITL"), which relates to the strategic partnership with Scientific Games Corporation.
The Group's future profit share from this joint venture varies depending on the commercial arrangements in which ITL and its partners enter into with third parties. However, the group's share of profit is expected to be between 20%50%.
The Group received a return on investments of €1.4 million during the year (2015: €2.4 million).
Movements in the carrying value of the investment during the year are as follows:
| €'000 | |
|---|---|
| Investment in joint venture at 1 January 2016 | 3,388 |
| Share of profit in joint venture | 146 |
| Return of investment | (1,443) |
| Investment in joint venture at 31 December 2016 | 2,091 |
In August 2014, the Group acquired 33.33% of the shares of BGO Limited for a total consideration of £10 million (€12.5 million). In 2015 the Group invested additional £0.7 million (€0.9 million).
The purpose of this investment is to further enhance BGO gaming applications on the Group's platform and to enable BGO to further invest in its successful brands and grow into international markets.
During the year the Group paid €0.2 million additional consideration to noncontrolling investments acquired in previous years (2015: €6.6 million and €0.3 million additional consideration to noncontrolling investments).
Total associates:
| €'000 | |
|---|---|
| Investment in associates at 1 January 2016 | 17,254 |
| Investment in associates in the year | 220 |
| Investment in associate acquired on business combination | 5 |
| Share of loss | (693) |
| Impairment of investment in associate | (1,586) |
| Subsidiary acquired in steps (note 26e) | (3,588) |
| Investment in associates at 31 December 2016 | 11,612 |
Aggregated amounts relating to BGO Limited are as follows:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Total noncurrent assets | 77 | 328 |
| Total current assets | 5,958 | 8,544 |
| Total noncurrent liabilities | (3,521) | |
| Total current liabilities | (4,475) | (7,662) |
| Revenues | 40,609 | 33,974 |
| Loss | (3,484) | (15,437) |
During the year the Group entered into two new structured agreements (2015: three structured agreements), which include agreements covering software licensing and services provisions with nil initial investment cost and invested additional €1.4 million in existing agreement (2015: three agreements of a total cash investment of €8.9 million and additional €9.3 million invested in existing agreements). These structured agreements are individually immaterial.
Movement in structured agreements:
| €'000 | |
|---|---|
| Investment in structured agreements at 1 January 2016 | 31,136 |
| Investment in structured agreements in the year | 1,481 |
| Return on investment in structured agreement | (401) |
| Disposal of investment in Ladbrokes agreements | (6,893) |
In 2013, the Group entered into a landmark transaction with Ladbrokes plc ("Ladbrokes"), which includes three significant agreements covering software licensing, marketing and advisory services.
As part of the advisory services agreement, the Group through its marketing division will have significant influence over the financial and operational decision making of the Ladbrokes digital business. The Group will receive a share of profit based on the EBITDA performance of the Ladbrokes digital business in the financial year ended 31 December 2017 over and above that achieved in the financial year ended 31 December 2012, as adjusted (the "Base EBITDA").
On 27 July 2015, the Group agreed to an early settlement of its marketing services subject to the completion of the merger between Ladbrokes and Coral.
On 1 November 2016, the merger was completed. The Group received €44.5 million (£40 million) satisfied by way of the issue of shares in Ladbrokes Coral plc. A further £35 million in cash is to be received upon delivery of key operational milestones by the Group but, in any event, within 42 months following completion of the merger.
Upon completion the Group disposed of the investments relating to the Ladbrokes software and services agreements. Profit on disposal is calculated as follows:
| €'000 | |
|---|---|
| Ladbrokes Coral plc shares fair value as at 1 November 2016 | 44,477 |
| Present value of cash receivable (using a 5.0% discount rate) | 38,100 |
| Cost related to the software and services agreement | (9,639) |
| Disposal of investment in associate | (6,893) |
| Profit on disposal of investment of associate | 66,045 |
| Impairment of investment in associate (note 13b) | (1,586) |
| Net profit on disposal of investment of associate | 64,459 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Investment in availableforsale investments at 1 January | 237,100 | 24,219 |
| Investment in the year (Note 13c) | 44,477 | 209,797 |
| Unrealised valuation movement recognised in equity | (53,868) | 1,160 |
| Foreign exchange Movements | 2,569 | 1,924 |
| Investment in availableforsale investments at 31 December | 230,278 | 237,100 |
Availableforsale financial assets include the following:
| Quoted: | ||
|---|---|---|
| Equity securities UK | 225,280 | 226,015 |
| Equity securities Asia | 4,998 | 11,085 |
| 230,278 | 237,100 |
The fair value of quoted investments is based on published market prices.
The maximum exposure to credit risk at the reporting date is the carrying value of the financial assets classified as availableforsale.
2016 2015 €'000 €'000
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Loans to customers | 7,293 | 7,199 |
| Loan to affiliate | 4,382 | 2,825 |
| Rent and car lease deposits | 3,758 | 3,312 |
| Guarantee for gaming licenses | 2,000 | 2,000 |
| Related parties (Note 28) | 5,050 | 3,561 |
| Deferred tax | 2,025 | |
| Noncurrent prepayments | 740 | 766 |
| Other | 1,613 | 1,167 |
|---|---|---|
| 26,861 | 20,830 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Customers | 71,506 | 72,341 |
| Related parties (Note 28) | 2,238 | 2,291 |
| 73,744 | 74,632 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Prepaid expenses | 17,054 | 14,340 |
| VAT and other taxes | 9,675 | 6,785 |
| Advances to suppliers | 2,141 | 380 |
| Buyout of reseller agreement | | 3,308 |
| Proceeds from disposal of investment (note 13c) | 39,865 | |
| Related parties (Note 28) | 228 | |
| Other receivables | 5,003 | 2,993 |
| 73,966 | 27,806 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Cash at bank | 409,158 | 501,336 |
| Deposits | 135,685 | 356,562 |
| 544,843 | 857,898 |
The Group held cash balances which include monies held on behalf of operators in respect of operators' jackpot games and poker and casino operations and client funds with respect to CFD and client deposits in respect of liquidity and clearing activity.
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Funds attributed to jackpots | 31,589 | 30,886 |
| Security deposits | 15,172 | 32,454 |
| Client deposits | 76,229 | |
| Client funds | 29,863 | 43,761 |
| 152,853 | 107,101 |
Share capital is comprised of no par value shares as follows:
| 2016 | 2015 | |
|---|---|---|
| Number of Shares |
Number of Shares |
|
| Authorised* | N/A | N/A |
| Issued and paid up | 317,344,603 | 322,624,603 |
* The Group has no authorised share capital but is authorised under its memorandum and article of association to issue up to 1,000,000,000 shares of no par value.
In 2015 the Group issued 29,050,000 shares of no par value.
In 2016 the Group has cancelled 5,280,000 shares as part of share buy back for a total consideration of €49,829,000.
In 2014 the Group established an Employee Benefit Trust by acquiring 5,517,241 shares for a total consideration of €48.5 million. During the year 244,416 shares (2015: 855,749) were issued as a settlement for employee share option exerices with a cost of €2.1 million (2015: €8.7 million), and as of 31 December 2016, a balance of 3,035,673 (2015: 3,280,089) shares remains in the trust with a cost of €25.4 million (2015: €27.5 million).
During the year 258,477 (2015: 81,986) share options were exercised. The Group cashsettled 14,061 share options during the year (2015: nil).
In May and June 2016, the Group distributed €60,810,670 as a final dividend for the year ended 31 December 2015 (18.9 € cents per share).
In October 2016, the Group distributed €35,274,873 as an interim dividend in respect of the period ended 30 June 2016 (11.0 € cents per share).
In December 2016, the Group distributed €149,648,301 as special dividend (46.0 € cents per share).
The following describes the nature and purpose of each reserve within owner's equity:
| Reserve | Description and purpose |
|---|---|
| Additional paid in capital | Share premium (i.e. amount subscribed for share capital in excess of nominal value) |
| Availableforsale reserve | Changes in fair value of availableforsale investments (Note 14) |
| Employee Benefit Trust | Cost of own shares held in treasury by the trust |
| Put/Call options reserve reserve |
Fair value of put options as part of business acquisition |
| Foreign exchange reserve |
Gains/losses arising on retranslating the net assets of overseas operations |
| Convertible bond option reserve |
Amount of proceeds on issue of convertible debt relating to the equity component (i.e. option to convert the debt into share capital) |
| Retained earnings | Cumulative net gains and losses recognised in the consolidated statement of comprehensive income |
The loan balance as of 31 December 2016 is €200 million (2015: €200 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.
On 12 November 2014 the Group issued €297.0 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 €291.1 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 €10.1325 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 antidilution adjustments for, inter alia, share consolidations, share splits and rights issues.
The fair value of the liability component, included in noncurrent 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 2016 amounted to €266.2 million (2015: €256.4 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 2016 was €45.4 million (2015: €45.4 million).
| 2016 | ||
|---|---|---|
| €'000 | €'000 | |
| NonCurrent contingent consideration consists: | ||
| Acquisition of Markets Limited (Note 27b) | 139,133 | 138,196 |
| Acquisition of Quickspin AB (Note 26a) | 24,143 | |
| Acquisition of Patelle Limited (Note 26b) | 4,792 | |
| Other acquisitions (Note 27c) | 1,645 | 3,151 |
| 169,713 | 141,347 |
| NonCurrent redemption liability consists: | ||
|---|---|---|
| Acquisition of Consolidated Financial Holdings A/S (Note 26d) | 17,102 | |
| Acquisition of Patelle Limited (Note 26b) | 16,593 | |
| Acquisition of ECM Systems Holdings Limited (Note 26c) | 1,142 | |
| 34,837 | | |
| Total NonCurrent contingent consideration and redemption liability | 204,550 | 141,347 |
| Current contingent consideration consists: | ||
| Acquisition of ECM Systems Holdings Limited (Note 26c) | 3,061 | |
| Acquisition of Consolidated Financial Holdings A/S (Note 26d) | 336 | |
| Acquisition of Yoyo Games Limited (Note 27a) | | 2,036 |
| Other acquisitions (Note 27c) | 1,180 | 2,455 |
| 4,577 | 4,491 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Suppliers | 23,235 | 14,907 |
| Customer liabilities | 3,932 | 1,292 |
| Related parties (Note 28) | 573 | 200 |
| Other | 431 | 1,012 |
| 28,171 | 17,411 |
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:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| At the beginning of the year | 14,049 | 4,904 |
| Arising on the acquisitions during the year (Note 26) | 29,743 | 11,258 |
| Reversal of temporary differences, recognised in the consolidated statement of comprehensive income (Note 8) |
(3,349) | (2,113) |
| 40,443 | 14,049 |
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'000 | |
| Payroll and related expenses | 37,626 | 35,147 |
| Accrued expenses | 16,328 | 15,955 |
| Related parties (Note 28) | 1,309 | 353 |
| Other payables | 3,173 | 4,600 |
| 58,436 | 56,055 |
On 24 May 2016, the Group acquired 100% of the shares of Quickspin AB ("Quickspin"). Quickspin is a Swedish games studio that develops and supplies high quality video slots to operators, both in online real money gambling as well as in the social gaming market.
The Group paid total cash consideration of €24.5 million (SEK 228.4 million) and additional consideration capped at €26.0 million (SEK 242.9 million) in cash will be payable subject to achieving target EBITDA.
| Fair value |
|---|
| on acquisition |
| €'000 |
| Property, plant and equipment | 123 |
|---|---|
| Intangible assets | 26,996 |
| Trade and other receivables | 1,249 |
| Cash and cash equivalent | 535 |
| Trade payables | (935) |
| Deferred tax liability | (6,074) |
| Net identified assets | 21,894 |
| Goodwill | 26,802 |
| Fair value of consideration | 48,696 |
| €'000 | |
| Cash consideration | 24,461 |
| Noncurrent contingent consideration | 26,019 |
| Finance cost arising on discounting of contingent consideration | (1,784) |
| Fair value of consideration | 48,696 |
| Cash purchased | (535) |
| Net cash payable | 48,161 |
| Amount | Amortisation | |
|---|---|---|
| €'000 | % | |
| Customer relationship | 18,645 | 6.7 |
| IP Technology | 5,499 | 20 |
| Brand | 2,852 | 16.7 |
The main factor leading to the recognition of goodwill is the time to market benefit, large pipeline of operators, revenue stream from new games and mew licensees and assembled work force with vast experience in the virtual slot machines games. In accordance with IAS36, the Group will regularly monitor the carrying value of its interest in Quickspin.
The key assumptions used by management to determine the value in use of the Customer relationship and Brand within Quickspin are as follows:
Management has not disclosed Quickspin 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.
On 13 July 2016, the Group acquired 90% of the shares of Patelle Limited. Patelle owns 100% of Best Gaming Technology GmbH ("BGT"). BGT is an Austrian leading provider of sports betting software and solutions for gaming and sports betting operators. The remaining 10% of the shares are held by the founder and CEO of BGT.
The Group paid total cash consideration of €138.5 million.
The Group has a call option to purchase the remaining 10% of BGT at a valuation of 6 times 2019 EBITDA capped at €55.0 million. The founder and CEO of BGT have certain put options over his 10% holding at the same valuation. The fair value of this option was recognised as non current liability and reflected in the Groups' statement of changes in equity. The fair value as of 31 December 2016 was €16.6 million.
The founder and CEO of BGT may also be entitled to an additional payment of €5.0 million subject to the achievement of certain operational milestones.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill, are as follows:
| Fair value on acquisition |
|
|---|---|
| €'000 | |
| Property, plant and equipment | 11,832 |
| Intangible assets | 64,815 |
| Trade and other receivables | 11,150 |
| Cash and cash equivalent | 5,698 |
| Trade and other payables | (16,331) |
| Deferred tax liability | (16,141) |
| Noncontrolling interest | (6,102) |
| Net identified assets | 54,921 |
| Goodwill | 88,283 |
| Fair value of consideration | 143,204 |
| €'000 | |
| Cash consideration | 138,490 |
| Noncurrent contingent consideration | 5,000 |
| Finance cost arising on discounting of contingent consideration | (286) |
| Fair value of consideration | 143,204 |
| Cash purchased | (5,698) |
| Net cash payable | 137,506 |
Adjustments to fair value include the following:
| Amount | Amortisation | |
|---|---|---|
| €'000 | % | |
| Customer relationship | 39,503 | 6.7 |
| IP Technology | 16,883 | 20 |
| Brand | 8,177 | 10 |
| Other | 252 | 20 |
The main factor leading to the recognition of goodwill is the time to market benefit, revenue stream from newly developed terminals and assembled work force with vast experience in Sports Betting Terminals ("SSBT") sector. In accordance with IAS36, the Group will regularly monitor the carrying value of its interest in BGT.
The key assumptions used by management to determine the value in use of the Customer relationship, IP Technology and Brand within BGT are as follows:
Since the acquisition date, BGT has contributed €25.0 million to the Group revenue, €8.9 million to the adjusted EBITDA and €5.0 million to the adjusted net profit. The combined Group revenue as if BGT acquisition had occurred on 1 January 2016 would have been higher by €29.0 million, the combined Group adjusted EBITDA and adjusted net profit would have been higher by €10.5 million and €4.0 million.
On 20 October 2016, the Group acquired 90% of the shares of ECM Systems Holdings Limited ("ECM"). ECM is a bingo software and hardware solutions provider to the UK retail bingo market. The remaining 10% of the shares are held by the founder and CEO of ECM.
The Group paid total cash consideration of €25.0 million (£22.4 million). The company will pay €3.1 million (£2.7 million) as additional working capital adjustment in the beginning of 2017.
The Group has a call option to purchase the remaining 10% of ECM at a valuation of 6 times 2019 EBITDA capped at £1.1 million (€1.2 million). The CEO of ECM have certain put options over his 10% holding at the same valuation. The fair value of this option was recognised as non current liability and reflected in the Groups' statement of changes in equity. The fair value as of 31 December 2016 was €1.1 million. The Group paid to an escrow account the fair value of the option.
| Fair value | |
|---|---|
| on acquisition |
|
| €'000 | |
| Property, plant and equipment | 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 |
| €'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 |
| Amount | Amortisation | |
|---|---|---|
| €'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:
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.
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 multiasset 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 €38.6 million (\$41.0 million). The company will pay €0.3 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 €16.9 million.
| Fair value | |
|---|---|
| on | |
| acquisition | |
| €'000 | |
| 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 |
| €'000 | |
| Cash consideration | 38,927 |
| Current contingent consideration | 329 |
| Fair value of consideration | 39,256 |
| Cash purchased | (80,463) |
| Net cash payable | (41,207) |
| Amount | Amortisation | |
|---|---|---|
| €'000 | % | |
| Customer relationship | 14,322 | 10 |
| IP Technology | 11,019 | 1014.3 |
| 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:
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.
During the period, the Group acquired the shares of various companies for a total consideration of €13.1 million. One of these subsidiaries was acquired in steps, with previous consideration of €2.4 million paid to acquire the previously recognized associate.
| Fair value on acquisition |
|
|---|---|
| €000 | |
| 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 |
| €'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 |
| Amount | Amortisation | |
|---|---|---|
| €'000 | % | |
| Customer relationship | 1,501 | 6.710 |
| IP Technology | 2,886 | 2033.33 |
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:
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.
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 crossplatform 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 €14.4 million (\$16.4 million) and additional consideration capped at €2.2 million (\$2.5 million), of which €1.8 million was paid in current year.
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 €208 million, and additional consideration capped at €250 million in cash will be payable subject to achieving target EBITDA (note 22).
During the period the Group acquired 100% of the shares of various companies for a total initial consideration of €3.5 million and additional consideration capped at €4.9 million in cash will be payable subject to the achievement of certain operational targets.
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 | |
|---|---|---|
| €'000 | €'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 yearend 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 noncurrent 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 StewartJones 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 €1. 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.
Details of the Group's principal subsidiaries as at the end of the year are set out below:
| Name | Country of incorporation |
Proportion of voting rights and ordinary share capital held |
Nature of business |
|---|---|---|---|
| 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 |
| Name | Country of incorporation |
Proportion of voting rights and ordinary share capital held |
Nature of business |
|---|---|---|---|
| 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 |
| STech 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 |
| Name | Country of incorporation |
Proportion of voting rights and ordinary share capital held |
Nature of business |
|---|---|---|---|
| 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 |
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, availableforsale 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.
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.
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 shortterm 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 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 €5.5 million (2015: €2.3 million). The average interest on the loans is 5%.
A 1% change in deposit interest rates would impact on the profit before tax by €55 thousands.
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 |
|
|---|---|---|---|
| €'000 | €'000 | €'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 closeout process.
The ageing of trade receivables that are past due but not impaired can be analysed as follows:
| Total | Not past due | 12 months overdue |
More than 2 months past due |
|
|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'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 | |
|---|---|---|
| €'000 | €'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.
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.
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 availableforsale investments with a value of €230.3 million (2015: €237.1 million) which are subject to fluctuations in the underlying share price.
A change of 1% in shares price will have an impact of €2.3 million on the consolidated statement of comprehensive income and the fair value of the available for sale investments will change by the same amount.
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.
Liquidity risk arises from the Group's management of working capital and the financial charges on its debt instruments.
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 | |
|---|---|---|
| €'000 | €'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 €76.2 million.
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Group's financial liabilities:
| Total | Within 1 year | 12 years | 25 years | |
|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | |
| 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 noncurrent 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 noncurrent liabilities | 1,175 | | | 1,175 |
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 | |
|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | |
| Fair Value | Carrying | Fair Value | Carrying | |
| amount | Amount | |||
| Cash and cash equivalent | 544,843 | 544,843 | 857,898 | 857,898 |
| Availableforsale 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.
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.
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 €14.7 million (2015: €13.8 million).
The total future value of minimum lease payments is due as follows:
| 2016 | 2015 | |
|---|---|---|
| €'000 | €'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 |
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.
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