GAMING REALMS PLC — Earnings Release 2019

Sep 26, 2019

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RNS Number : 7052N

Gaming Realms PLC

26 September 2019

Gaming Realms plc

(the "Company" or the "Group")

Interim results for the six months ended 30 June 2019

Adjusted EBITDA for H1 2019 at breakeven and 167% licensing revenue growth

Gaming Realms plc (GMR.L), the developer and licensor of mobile focused, real money games, today announces its interim results for the six months to 30 June 2019.

Upon completion of the sale of the remaining real money gaming ("RMG") business, announced on 17 July 2019, the remaining business is now focused on development and licensing of games for third party real money and social gaming operators. This is the part of the Company which we have grown organically and is showing significant growth with some global market leading partners.

Financial highlights:

Like-for-like ongoing business*	H1 2019	H1 2018	Movement
	£m	£m	%
Revenue - Licensing	1.6	0.6	167%
Revenue - Social	1.5	2.1	(29%)
Revenue - Other	0.1	-	100%
Total	3.2	2.7	18%

* excludes RMG and Affiliates segments classified as discontinued operations (see note 10)

·      Licensing revenue grew 167% to £1.6m (H1/18: £0.6m) with increased distribution and games portfolio

·      Adjusted EBITDA loss for continuing operations reduced to £6,280 (H1/18: Loss of £441,133)

·      Social Publishing revenue decreased 29% to £1.5m (H1/18: £2.1m) generating EBITDA of £0.5m (H1/18: £1.0m). However, after capitalisation of costs the net cash outflow was £0.1m (H1/18: inflow £0.4m)

·      EBITDA loss for discontinued Real Money Gaming Operations was £0.9m (H1/18: £0.6m profit)

Operational highlights:  

·      Entered into an agreement with River iGaming plc ("River"), to sell the Company's B2C RMG assets, for a total of £11.5m, of which £1.5m is deferred for receipt until 31 December 2020. The Group's cash position today is c.£4m following completion of the deal in July 2019, settlement of certain liabilities connected to the B2C RMG assets and deal expenses, and further investment in the Group's operations

·      Licensing highlights include:

•               Went live with tier 1 operator William Hill

•               Released 3 new games into the market

•               Signed worldwide distribution deals with Relax Gaming and Scientific Games

Post-period end trading:

·      Completed the disposal of the RMG business to River

·      The sale of the B2C RMG assets has allowed the Group to reduce headcount by 45 people and reduce annual costs by £2.0m

·      Licensing revenue increased 88% in the 9 weeks post period end vs comparative period in 2018

·      Live with 3 new operators (total 37); including News International and Betsson which could add up to a further 33 new sites, covering UK and Nordics

·      Significant partnership agreement established with Instant Win Gaming to distribute Slingo Games into the iLottery market. This includes a release to The North American Association of State and Provincial Lotteries (NASPL) and World Lottery Association (WLA) lottery members worldwide, and is scheduled to go live H2 2020

·      Release of 3 new games including Monopoly Slingo with more releases scheduled for the remainder of the year

Outlook for FY 2019:

The ongoing success that the Company has had from developing and licensing real money games gives the Group confidence to commit additional investment to drive further growth. Therefore, the Group will continue to be investing significantly into developing new games and improving its proprietary Remote Game Server platform.  Following the disposal of the RMG business, the board believes the Group has an adequacy of available cash resources to fund this in addition to existing known working capital requirements.

Given the growth of this division, we anticipate it becoming cashflow positive by the end of 2020. As previously disclosed, the Group is in the latter stages of rationalising its social gaming division which is no longer a core part of the business. Gaming Realms will update the market on the conclusion of this process in due course.

The investment in game development and licencing continues to yield strong growth. Taking this into account, the Company expects the 2019 full year to be in line with market expectations as the current pipeline of new partners go live and new integrations are completed.

Commenting on the first half performance, Patrick Southon, Chief Executive, said:

"Our strategy to leverage our market leading 'Slingo Originals' games library into the UK and international gaming markets continues to gain momentum. Licensing our content to leading brands and gaming operators is delivering high margin revenues and the disposal of the RMG assets has given us greater resources to invest in content creation. We are currently performing in line with management's forecasts and with new commercial developments in the pipeline we are confident in meeting our full year objectives."

For more information contact

Gaming Realms plc Patrick Southon, CEO Mark Segal, CFO	0845 123 3773
Peel Hunt LLP, Nomad and Broker George Sellar, Guy Pengelley	020 7418 8900
Yellow Jersey	020 3004 9512
Charles Goodwin	07747 788 221
Georgia Colkin	07825 916 715

About Gaming Realms

Gaming Realms creates and publishes innovative real money and social games for mobile, with operations in the UK, U.S. and Canada.  Through its market leading mobile platform and unique IP and brands, Gaming Realms is bringing together media, entertainment and gaming assets in new game formats.  The Gaming Realms management team includes accomplished entrepreneurs and experienced executives from a wide range of leading gaming and media companies.

Business review

Overview

The board is pleased to report that the Group has operated at almost breakeven at the adjusted EBITDA level on continuing activities in H1 2019 (H1/18: loss of £0.4m).  This improvement was primarily driven through the 167% growth in Licensing revenues compared with the comparative period, while overall continuing expenses remained stable at £3.2m (H1/18: £3.1m).

Licensing

The Group has made significant progress with its licensing business with revenue increasing 167% to £1.6m (H1/18: £0.6m) for the period.  This growth is driven by the 13 partners that went live through 2018 as well as going live in H1 2019 with tier 1 operator, William Hill.  4 Slingo games were released to the market in H1 2019, with an additional 3 in H2 2019 to date and further releases planned.

Social publishing

Social Publishing delivered £0.5m, in H1 2019, of adjusted EBITDA profit (H1/18: £1.0m).  Marketing spend in this segment was reduced by 48% and other administrative and operating expenses remained stable at £0.9m.  The Group is in the latter stages of rationalizing this division.

Discontinued operations

Discontinued operations relate to B2C RMG and affiliates.  The loss before tax for the period from discontinued operations was £0.7m (H1/18: £0.3m profit).  In July 2019, after the period end the Group concluded the sale of its RMG assets to River.

The Group continues to review its allocation of resources and investment.

Consolidated statement of comprehensive income

for the 6 months ended 30 June 2019

	Note	6M 30 June 2019	6M 30 June 2018
		Unaudited	Unaudited
Continuing		£	£
Revenue	2	3,188,364	2,703,068
Marketing expenses		(113,220)	(194,862)
Operating expenses		(717,162)	(658,615)
Administrative expenses		(2,785,160)	(2,188,936)
Share-based payments		-	(154,986)
Adjusted EBITDA - total		(946,052)	195,462
Adjusted EBITDA - discontinued	10	(939,772)	636,595
Adjusted EBITDA - continuing	2	(6,280)	(441,133)
Loss on disposal	15	(320,853)	(53,198)
Restructuring expenses		(100,045)	-
EBITDA - continuing	2	(427,178)	(494,331)
Amortisation of intangible assets	6	(1,535,449)	(2,085,703)
Depreciation of property, plant and equipment	5	(141,617)	(68,943)
Finance expense	3	(378,446)	(511,774)
Finance income	3	25,738	88,012
Loss before tax		(2,456,952)	(3,072,739)
Tax credit		104,835	194,557
Loss for the financial period - continuing		(2,352,117)	(2,878,182)
(Loss) / profit for the financial period - discontinued	10	(829,041)	254,008
Loss for the financial period - total		(3,181,158)	(2,624,174)
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Exchange gain arising on translation of foreign operations		25,418	195,067
Total other comprehensive income		25,418	195,067
Total comprehensive income		(3,155,740)	(2,429,107)
Loss attributable to:
Owners of the parent		(3,120,172)	(2,618,121)
Non-controlling interest		(60,986)	(6,053)
		(3,181,158)	(2,624,174)
Total comprehensive income attributable to:
Owners of the parent		(3,094,754)	(2,423,054)
Non-controlling interest		(60,986)	(6,053)
		(3,155,740)	(2,429,107)
(Loss)/gain per share		Pence	Pence
Basic and diluted - continuing	4	(0.83)	(1.01)
Basic and diluted - discontinued	4	(0.29)	0.09
Basic and diluted - total		(1.12)	(0.92)

Consolidated statement of financial position

as at 30 June 2019

	Note	30 June 2019	31 December 2018
		Unaudited	Audited
		£	£
Non-current assets
Intangible assets	6	12,366,894	12,848,623
Other investments		424,089	535,130
Property, plant and equipment	5	1,040,069	127,556
Other assets		150,922	132,577
		13,981,974	13,643,886
Current assets
Trade and other receivables	7	1,817,707	2,681,500
Deferred consideration		302,723	665,690
Cash and cash equivalents	8	277,510	467,033
		2,397,940	3,814,223
Assets classified as held for sale	11	10,795,969	11,392,013
Total assets		27,175,883	28,850,122
Current liabilities
Trade and other payables	9	4,731,391	2,484,592
Liabilities classified as held for sale	11	4,101,471	4,830,076
		8,832,862	7,314,668
Non-current liabilities
Deferred tax liability		543,982	607,943
Other Creditors	13	3,031,870	3,004,602
Derivative liabilities	13	200,000	200,000
		3,775,852	3,812,545
Total liabilities		12,608,714	11,127,213
Net assets		14,567,169	17,722,909
Equity
Share capital	12	28,442,874	28,442,874
Share premium		87,198,410	87,198,410
Merger reserve		(67,673,657)	(67,673,657)
Foreign exchange reserve		1,936,871	1,911,453
Retained earnings		(35,428,667)	(32,308,495)
Total equity attributable to owners of the parent		14,475,831	17,570,585
Non-controlling interest		91,338	152,324
Total equity		14,567,169	17,722,909

Consolidated statement of cash flows

for the 6 months ended 30 June 2019

	Note	30 June 2019	30 June 2018
		Unaudited	Unaudited
		£	£
Cash flows from operating activities
Loss for the period		(3,181,158)	(2,624,174)
Adjustments for:
Depreciation of property, plant and equipment	5	147,430	75,093
Amortisation of intangible fixed assets	6	1,535,449	2,462,140
Finance income		(299,589)	(88,012)
Finance expense	3	378,446	511,774
Income tax credit		(104,835)	(194,557)
Unrealised currency translation gains		538	38,272
Loss / (profit) on disposal of property, plant and equipment		28,747	(11,734)
Loss on disposal of assets		84,377	43,748
Share of loss of associate	10	157,307	-
Share based payments expense		-	154,986
Decrease in trade and other receivables		1,319,608	673,969
Decrease in trade and other payables		(476,085)	(2,202,200)
Net cash flows used in operating activities before taxation		(409,765)	(1,160,695)
Tax credit received in the period		39,988	-
Net cash flows used in operating activities		(369,777)	(1,160,695)
Investing activities
Acquisition of property, plant and equipment	5	(110,678)	(23,503)
Capitalised development costs	6	(1,532,978)	(1,464,628)
Proceeds from disposal of assets		-	1,849,133
Interest received		3,705	58,253
Receipt of deferred consideration		385,000	-
Net cash (used in) / from investing activities		(1,254,951)	419,255
Financing activities
Cost relating to issue of convertible debt		-	(24,846)
Interest paid		(191,309)	(107,831)
Net cash used in financing activities		(191,309)	(132,677)
Net decrease in cash and cash equivalents		(1,816,037)	(874,117)
Cash and cash equivalents at beginning of period	8	1,550,140	1,319,098
Exchange gain / (losses) on cash and cash equivalents		1,992	(16,440)
Cash and cash equivalents at end of period	8	(263,905)	428,541

Consolidated statement of changes in equity

for the 6 months ended 30 June 2019

	Share capital	Share premium	Merger reserve	Foreign Exchange Reserve	Shares to be issued	Retained earnings	Total to equity holders of parents	Non-controlling interest	Total equity
	£	£	£	£	£	£	£	£	£
1 January 2018	28,442,874	87,198,410	(67,673,657)	1,419,842	145,000	(33,530,345)	16,209,345	169,824	16,379,170
Loss for the period	-	-	-	-	-	(2,618,121)	(2,618,121)	(6,053)	(2,624,174)
Other comprehensive income	-	-	-	195,067	-	-	195,067	-	195,067
Total comprehensive income / (loss) for the period	-	-	-	195,067	-	(2,618,121)	(2,423,054)	(6,053)	(2,429,107)
Contributions by and distributions to owners
Share-based payment on share options	-	-	-	-	-	154,986	154,986	-	154,986
30 June 2018 (unaudited)	28,442,874	87,198,410	(67,673,657)	1,614,909	145,000	(35,993,480)	13,941,277	163,771	14,105,049
31 December 2018	28,442,874	87,198,410	(67,673,657)	1,911,453	-	(32,308,495)	17,570,585	152,324	17,722,909
Loss for the period	-	-	-	-	-	(3,120,172)	(3,120,172)	(60,986)	(3,181,158)
Other comprehensive income	-	-	-	25,418	-	-	25,418	-	25,418
Total comprehensive income/(loss) for the period	-	-	-	25,418	-	(3,120,172)	(3,094,754)	(60,986)	(3,155,740)
Contributions by and distributions to owners
Share-based payment on share options	-	-	-	-	-	-	-	-	-
30 June 2019 (unaudited)	28,442,874	87,198,410	(67,673,657)	1,936,871	-	(35,428,667)	14,475,831	91,338	14,567,169

Notes forming part of the consolidated financial statements

For the 6 months ended 30 June 2019

1. Accounting policies

General Information

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

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

The results for the six months ended 30 June 2019 and 30 June 2018 are unaudited.

Basis of preparation

The financial information for the year ended 31 December 2018 included in these financial statements does not constitute the full statutory accounts for that year. The Annual Report and Financial Statements for 2018 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for 2018 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the board of directors on 25 September 2019. The financial information in this interim report has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2018 and which will form the basis of the 2019 financial statements.

The consolidated financial statements are presented in Sterling.

Going concern

The Group meets its day-to-day working capital requirements from the cash flows generated by its trading activities and its available cash resources.  These are supplemented when required by the Group's bank overdraft facility, which is available until April 2020.

After the period end on 17 July 2019, the Group concluded the sale of the remaining B2C RMG business to River.  On completion of the transaction, the Group received initial consideration of £7.35m, with a further £1.5m receivable on or before 31 December 2020.  Further, the transaction resulted in River assuming the £2.65m net liability position of Bear Group Limited at the point of disposal.

The Group's strategic forecasts, based on reasonable assumptions, together with the above RMG disposal, indicate that the Group will be able to operate within the level of its currently available resources.

The directors therefore have a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future.  Accordingly, these financial statements have been prepared on a going concern basis.

Changes in significant accounting policies

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the latest annual financial statements.

The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ended 31 December 2019.

The Group has adopted IFRS 16: Leases from 1 January 2019.  Several other amendments and interpretations apply for the first time in 2019, but do not have an impact on the interim consolidated financial statements of the Group.  The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

IFRS 16: Leases

IFRS 16 'Leases' has replaced IAS 17 in its entirety.  The distinction between operating leases and finance leases for lessees is removed and it results in most leases being recognised on the Statement of Financial Position as a right-of-use asset and a lease liability.  For leases previously classified as operating leases, the lease cost has changed from an in-period operating lease expense to recognition of depreciation of the right-of-use (ROU) asset and interest expense on the lease liability. 

The Group has applied IFRS 16 using the modified retrospective approach.  A lease liability has been recognised equal to the present value of the remaining lease payments discounted using an incremental borrowing rate.  A ROU asset has been recognised equal to the lease liability adjusted for prepaid and accrued lease payments. 

The Group has applied the below practical expedients permitted under the modified retrospective approach;

·      Exclude leases for measurement and recognition for leases where the term ends within 12 months from the date of initial application and account for these leases as short-term leases;

·      Applied portfolio level accounting for leases with similar characteristics;

·      Excluded initial direct costs from measuring the right of use asset at the date of initial application; and

·      Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

The table below presents the cumulative effects of the items affected by the initial application on the statement of financial position as at 1 January 2019:

	1 January 2019 (as previously reported)	IFRS 16 adoption	1 January 2019
	£	£
Non-current assets
Property, plant and equipment	127,556	455,008	582,564
Total assets	28,850,122	455,008	29,305,130
Current liabilities
Lease liabilities	-	(115,964)	(115,964)
Non-current liabilities
Lease liabilities	-	(339,044)	(339,044)
Total liabilities	(11,127,213)	(455,008)	(11,582,221)
Net assets	17,722,909	-	17,722,909

In measurement of the lease liability, the Group discounted future lease payments using the nominal incremental borrowing rate at 1 January 2019, being 14.5%.

As a result of initially applying IFRS 16, the right-of-use asset and lease liability recognised as at 30 June 2019 are £889,270 and £906,075 respectively.  Under IFRS 16, the Group has recognised amortisation and interest costs, as opposed to an operating lease expense.  During the six months ended 30 June 2019, the Group recognised £85,187 of additional depreciation charges and £43,829 of additional interest costs from leases.

The impact on EBITDA as a result of the implementation of IFRS 16 is an increase of £102,432 during the six months ended 30 June 2019, and a decrease of £26,913 in the Group's net profit.

	6M 30 June 2019	6M 30 June 2018
	£	£
EBITDA reported - continuing	(427,178)	(494,331)
Impact of IFRS 16	(102,432)	-
EBITDA reported - continuing - prior to impact of IFRS 16	(529,610)	(494,331)

Set out below, are the carrying amount of the Group's right-of-use asset and lease liability and the movement during the period:

	Right of use asset	Lease liability
	£	£
As at 1 January 2019	455,008	455,008
Leases entered into during the period	519,449	519,449
Amortisation of ROU asset	(85,187)	-
Interest expense	-	43,829
FX on lease liability	-	5,605
Payments	-	(117,816)
As at 30 June 2019	889,270	906,075

The lease liability at 1 January 2019 can be reconciled to the operating lease commitments as of 31 December 2018 as follows:

		£
Minimum lease payments under operating leases at 31 December 2018		380,900
Short term leases not recognised as liabilities		(109,026)
Sub-lease to recognise as liability under IFRS 16		302,546
Gross lease liabilities as at 1 January 2019		574,420
Effect of discounting at incremental borrowing rate		(119,412)
Present value of lease liabilities at 1 January 2019		455,008

As a lessor

The Group has one leased property which is also sublet.  The accounting policies applicable to the Group as a lessor are not different from those under IAS 17.

Adjusted EBITDA

EBITDA is a non-GAAP company specific measure defined as loss before tax adjusted for finance income and expense, depreciation and amortisation.

Adjusted EBITDA excludes non-recurring material items which are outside the normal scope of the Group's ordinary activities. Adjusted EBITDA is considered to be a key performance measure by the Directors as it serves as an indicator of financial performance. The adjusting items are separately disclosed in order to enhance the reader's understanding of the Group's profitability and cash flow generation. Adjusting items include EBITDA from discontinued operations and costs arising from a fundamental restructuring of the Group's operations.

2. Segment information

The Board is the Group's chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the Board for the purposes of allocating resources and assessing performance.

The Group has two continuing reportable segments.

·      Licensing - B2B brand and content licensing to partners in the US and Europe; and

·      Social publishing - provides B2C freemium games to the US and Europe.

The results of the discontinued segments are included in note 10.  Management do not report segmental assets and liabilities internally and as such an analysis is not reported.

Revenue by product

	6M 30 June 2019	6M 30 June 2018
	£	£
Licensing	1,649,576	628,215
Social publishing	1,452,376	2,074,853
Other	86,412	-
Total - continuing	3,188,364	2,703,068
Real money gaming - discontinued (note 10)	5,762,066	8,262,231
Affiliate marketing - discontinued (note 10)	-	170,384
Total	8,950,430	11,135,683

Geographical information

The Group considers that its primary geographic regions are the UK, including Channel Islands, USA and the rest of the world. No revenue is derived from real money gaming in the US. With the exception of the ROU assets recognised on adoption of IFRS 16 (see note 1), all of the Group's non-current assets are based in the UK.

	External revenue by location of customers
	6M 30 June 2019	6M 30 June 2018
	£	£
UK, including Channel Islands	-	34,568
US	2,175,422	2,462,436
Rest of the World	1,012,942	206,064
Total - continuing	3,188,364	2,703,068

Adjusted EBITDA

	Licensing	Social publishing	Head Office	Total 6M 30 June 2019
H1 2019	£	£	£	£
Revenue	1,649,576	1,452,376	86,412	3,188,364
Marketing expense	-	(104,692)	(8,529)	(113,220)
Operating expense	(279,976)	(436,249)	(936)	(717,162)
Administrative expense	(646,539)	(437,851)	(1,279,872)	(2,364,262)
Share-based payments	-	-	-	-
Adjusted EBITDA - continuing	723,061	473,584	(1,202,925)	(6,280)
Loss on disposal				(320,853)
Restructuring expenses				(100,045)
EBITDA - continuing				(427,178)
	Licensing	Social publishing	Head Office	Total 6M 30 June 2018
H1 2018	£	£	£	£
Revenue	628,215	2,074,853	-	2,703,068
Marketing expense	-	(202,542)	7,680	(194,862)
Operating expense	(88,679)	(569,536)	(400)	(658,615)
Administrative expense	(456,890)	(285,438)	(1,393,410)	(2,135,738)
Share-based payments	-	-	(154,986)	(154,986)
Adjusted EBITDA - continuing	82,646	1,017,337	(1,541,116)	(441,133)
Loss on disposal				(53,198)
EBITDA - continuing				(494,331)

3. Finance income and expense

	Note	6M 30 June 2019	6M 30 June 2018
		£	£
Finance income
Interest received		3,705	58,253
Unwind of interest on deferred consideration receivable		22,033	-
Fair value gain on other investments		-	29,759
Total finance income		25,738	88,012
Finance expense
Bank & loan interest paid		68,917	52,439
Fair value loss on other investments		111,041	-
Effective interest on other creditor	13	198,488	459,335
Total finance expense		378,446	511,774

4. Loss per share

Basic profit / (loss) per share is calculated by dividing the result attributable to ordinary shareholders by the weighted average number of shares in issue during the period.  For fully diluted loss per share, the weighted average number of ordinary shares is adjusted to assume conversion of dilutive potential ordinary shares.  The Group's potentially dilutive securities consist of share options, performance shares and a convertible bond.  As the continuing operations of the Group are loss making, none of the potentially dilutive securities are currently dilutive.

	Note	6M 30 June 2019	6M 30 June 2018
		£	£
Loss after tax - continuing		(2,352,117)	(2,878,182)
(Loss) / profit after tax - discontinued	10	(829,041)	254,008
Loss after tax - total		(3,181,158)	(2,624,174)
		Number	Number
Weighted average number of ordinary shares used in calculating basic loss per share	12	284,428,747	284,428,747
Weighted average number of ordinary shares used in calculating dilutive loss per share		284,428,747	284,428,747
		Pence	Pence
Basic and diluted loss per share - continuing		(0.83)	(1.01)
Basic and diluted (loss) / profit per share - discontinued		(0.29)	0.09
Basic and diluted loss per share - total		(1.12)	(0.92)

5. Property, plant and equipment

	ROU lease assets	Leasehold improvements	Computers and related equipment	Office furniture and equipment	Total
	£	£	£	£	£
Cost
Balance at 31 December 2018	-	197,580	180,899	92,475	470,954
Additions arising from IFRS 16 adoption	455,008	-	-	-	455,008
Additions	519,449	67,309	12,539	30,830	630,127
Reclassified as held for sale	-	-	(1,125)	-	(1,125)
Disposals	-	(179,438)	(12,304)	(46,456)	(238,198)
Exchange differences	-	(1,730)	1,164	1,091	525
Balance at 30 June 2019	974,457	83,721	181,173	77,940	1,317,291
Accumulated deprecation
Balance at 31 December 2018	-	148,968	126,631	67,799	343,398
Depreciation charge	85,187	31,736	22,920	7,587	147,430
Reclassified as held for sale	-	-	(4,770)	(1,043)	(5,813)
Disposals	-	(173,275)	(12,082)	(24,094)	(209,451)
Exchange differences	-	(246)	1,016	888	1,658
At 30 June 2019	85,187	7,183	133,715	51,137	277,222
Net book value
At 31 December 2018	-	48,612	54,268	24,676	127,556
At 30 June 2019	889,270	76,538	47,458	26,803	1,040,069

6. Intangible assets

	Goodwill	Customer database	Software	Development costs	Domain names	Intellectual Property	Total
	£	£	£	£	£	£	£
Cost
Balance at 31 December 2018	7,056,768	1,582,190	1,488,600	9,708,137	29,418	6,194,372	26,059,485
Additions	-	-	-	1,532,978	-	-	1,532,978
Disposals	-	-	-	(144,766)	-	-	(144,766)
Reclassified as held for sale	-	-	-	(420,242)	-	-	(420,242)
Exchange differences	19,718	5,819	(4,474)	784	36	32,933	54,816
Balance at 30 June 2019	7,076,486	1,588,009	1,484,126	10,676,891	29,454	6,227,305	27,082,271
Accumulated amortisation and impairment
Balance at 31 December 2018	1,650,000	1,582,190	1,407,255	5,923,789	29,418	2,618,210	13,210,862
Amortisation charge	-	-	75,226	1,078,771	-	381,452	1,535,449
Disposals	-	-	-	(60,389)	-	-	(60,389)
Reclassified as held for sale	-	-	-	-	-	-	-
Exchange differences	-	5,819	(4,634)	512	36	27,722	29,455
Balance at 30 June 2019	1,650,000	1,588,009	1,477,847	6,942,683	29,454	3,027,384	14,715,377
Net book value
At 31 December 2018	5,406,768	-	81,345	3,784,348	-	3,576,162	12,848,623
At 30 June 2019	5,426,486	-	6,279	3,734,208	-	3,199,921	12,366,894

7. Trade and other receivables

	30 June 2019	31 December 2018
	£	£
Trade and other receivables	1,170,938	1,541,665
Prepayments and accrued income	646,769	1,139,835
	1,817,707	2,681,500

All amounts shown fall due for payment within one year.

8. Cash and cash equivalents

	Note	30 June 2019	31 December 2018
		£	£
Cash and cash equivalents		277,510	467,033
Cash - held for sale	11	447,961	1,101,489
Restricted cash		(18,382)	(18,382)
Bank overdraft		(970,994)	-
Cash and cash equivalents for Statement of cash flows		(263,905)	1,550,140

Restricted cash relates to funds held in Swiss subsidiaries which are currently undergoing liquidation. The funds are restricted and are not included in the consolidated statement of cash flows.

In July 2019, the bank overdraft was repaid in full on receipt of the proceeds received on the RMG B2C disposal (see note 15).

9. Trade and other payables

	Note	30 June 2019	31 December 2018
		£	£
Trade and other payables		3,209,567	1,896,184
Bank Overdraft	8	970,994	-
Accruals		550,830	588,408
		4,731,391	2,484,592

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

10. Discontinued operations

At the period end, the Group was sufficiently progressed with active discussions concerning the remainder of the B2C real money gaming brands and real money gaming platform, that these elements have been classified as held for sale as at 30 June 2019.  The sale of the real money gaming assets completed in July 2019 (see note 15).

During the prior period, on 22 March 2018 the Group sold its Affiliate Marketing CGU.

The results of both the real money gaming and affiliate marketing segments are therefore presented as discontinued operations in these financial statements.

Results of discontinued operations:

		6M 30 June 2019	6M 30 June 2018
		Unaudited	Unaudited
B2C RMG		£	£
Revenue		5,762,066	8,262,231
Marketing expenses		(640,772)	(2,583,698)
Operating expenses		(4,493,143)	(3,479,517)
Administrative expenses		(1,567,923)	(1,610,505)
EBITDA - RMG		(939,772)	588,511
Amortisation of intangible assets		-	(376,437)
Depreciation of property, plant and equipment		(5,813)	(6,150)
Share of loss of associate		(157,307)	-
Finance income		273,851	-
(Loss) / profit for the period - RMG		(829,041)	205,924
Affiliate Marketing
Revenue		-	170,384
Marketing expenses		-	(20,834)
Operating expenses		-	(15,809)
Administrative expenses		-	(85,657)
EBITDA - Affiliate Marketing		-	48,084
EBITDA for the period - discontinued		(939,772)	636,595
(Loss) / profit for the period - discontinued		(829,041)	254,008

11. Assets and liabilities classified as held for sale

The following major classes of assets and liabilities have been classified as held for sale in the consolidated statement of financial position at 30 June 2019 and 31 December 2018.  These assets and liabilities were disposed of on completion of the real money gaming assets disposal in July 2019 (see note 15).

	Note	30 June 2019	31 December 2018
		£	£
Non-current assets
Intangible assets - goodwill		1,699,000	1,699,000
Intangible assets - platform development costs		1,687,030	1,266,788
Investment in associate		2,110,885	2,268,192
Property, plant and equipment		8,100	12,789
Other assets		32,000	32,000
		5,537,015	5,278,769
Current assets
Trade and other receivables		913,717	1,388,330
Deferred consideration		3,897,276	3,623,425
Cash and cash equivalents		447,961	1,101,489
Assets held for sale		10,795,969	11,392,013
Current liabilities
Trade and other payables		4,101,471	4,830,076
Liabilities held for sale		4,101,471	4,830,076

12. Share capital

Ordinary Shares

	30 June 2019	30 June 2019	31 December 2019	31 December 2019
	Number	£	Number	£
Ordinary shares of	284,428,747	28,442,874	284,428,747	28,442,874
10 pence each

13. Arrangement with JackpotJoy

In December 2017 the Group entered into a complex transaction with Jackpotjoy plc and Group companies (together 'Jackpotjoy Group').  The transaction includes a £3.5m secured convertible loan agreement alongside a 10-year framework services agreement for the supply of various real money services.

The convertible loan principal of £3.5m was paid directly by Jackpotjoy Group to RealNetworks to settle the outstanding $4.5m (£3.4m) deferred consideration obligation, with the excess cash of £0.1m transferred to the Group.  Under the framework services agreement the first £3.5m of services are provided free of charge within the first 5 years.

The convertible loan has a duration of 5 years and carried interest at 3-month LIBOR plus 5.5%.  It is secured over the Group's Slingo assets and business.  At any time after the first year, Jackpotjoy Group may elect to convert all or part of the principal amount into ordinary shares of Gaming Realms plc at a discount of 20% to the share price prevailing at the time of conversion.  To the extent that the price per share at conversion is lower than 10p (nominal value), then the shares can be converted at nominal value with a cash payment equal to the aggregate value of the convertible loan outstanding multiplied by the shortfall on nominal value payable to Jackpotjoy Group.  Under this arrangement the maximum dilution to Gaming Realms shareholders will be approximately 11% assuming the convertible loan is converted in full.

The option violates the fixed-for-fixed criteria for equity classification as the number of shares is variable and as a result is classified as a liability.

The fair value of the conversion feature is determined each reporting date with changes recognised in profit or loss.  The initial fair value was £0.6m based on a probability assessment of conversion and future share price.  This is a level 3 valuation as defined by IFRS 13.  The fair value as at 30 June 2019 was £0.2m (31 December 2018: £0.2m) based on revised probabilities of when and if the option will be exercised.  The key inputs into the valuation model included timing of exercise by the counterparty (based on a probability assessment) and the share price.

The initial fair value of the host debt was calculated as £2.7m, being the present value of expected future cash outflows.  The rate used to discount future cash flows was 14.1%, being the Group's incremental borrowing rate.  The rate was calculated by reference to the Group's cost of equity in the absence of reliable alternative evidence of the Group's cost of borrowing given it is predominantly equity funded.  Expected cash flows are based on the directors' judgement that a change in control event would not occur.  Subsequently the loan is carried at amortised cost.

The residual £0.2m of proceeds were allocated to the obligation of provide free services.

	Fair value of debt host	Obligation to provide free services	Fair value of derivative Liability	Total
	£	£	£	£
At 31 December 2018	2,795,602	209,000	200,000	3,204,602
Utilisation of free services	-	(4,999)	-	(4,999)
Effective interest (14.4%)	198,488	-	-	198,488
Interest paid	(166,221)	-	-	(166,221)
At 30 June 2019	2,827,869	204,001	200,000	3,231,870

14. Related party transactions

Jim Ryan is a non-executive Director of the Group and the CEO of Pala Interactive. On 22 March 2016, Pala Interactive launched a real-money online bingo site in New Jersey. The Bingo software is provided by AlchemyBet Limited on a revenue share basis.  During the period, the total licence fees earned were $6,507 (H1 2018: $8,146) with $1,390 due at 30 June 2019 (30 June 2018: $nil).

Jim Ryan is a non-executive Director of JackpotJoy Plc. In December 2017 Gaming Realms entered into a 10-year framework services agreement and a 5-year convertible loan agreement for £3.5m with the Jackpotjoy Group (see note 13).

During the period £75,000 (H1 2018: £75,000) of consulting fees were paid to Dawnglen Finance Limited, a company controlled by Michael Buckley. No amounts were owed at the period end (H1 2018: £nil).

Atul Bali is an advisor of Gamerail Entertainment LLC, a social lottery gaming company.  During H1 2018, a balance of $253,454 receivable in Blastworks, Inc. which arose from historical transactions was fully provided for.  No services were provided in 2018.

Atul Bali is an advisor to Instant Win Gaming.  In April 2016, Instant Win Gaming entered into an agreement with Bear Group Limited to supply Instant Win Games on its online gaming websites.  During the period ended 30 June 2018, the total revenue share payable by Bear Group Limited for the supply of game content totalled £22,033 with £5,280 owed at 30 June 2018.

In addition, Instant Win Gaming has entered into a licensing agreement with Blastworks Limited for the Slingo Brand.  Instant Win Game licensed the Slingo Brand to create and distribute Slingo Branded Instant Win Games.  During the period to 30 June 2018, total license fees earned were £18,781, with £2,227 due at 30 June 2018.

Atul resigned on 30 June 2018 and therefore the above entities ceased to be a related party on this date.

15. Events after reporting date

On 17 July 2019, the Group completed the proposed transaction to (i) sell the entire issued share capital of Bear Group Limited, (ii) license the Company's real money gaming platform, and (iii) sell the Company's residual interest in River UK Casino Limited, to River iGaming plc.

The cash consideration of the transaction is £11.5m on a cash-free, debt-free basis.  The transaction terminated the £4.2m deferred consideration due on 31 August 2019 and the put/call option over the Group's 30% shareholding of River UK Casino.  The Company has received an initial cash sum of £7.35m, with a deferred consideration of £1.5m due on or before 31 December 2020.  As part of the transaction, River has assumed £2.65m, being the net liabilities of Bear Group Limited.

Included within the £0.3m loss on disposal expenses incurred during the period, are £0.2m of expenses associated with the above B2C RMG disposal.  These expenses associated with the B2C RMG disposal will be included in the profit on disposal of the segment presentation which will be included in the 2019 full year financial statements.

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