Please note that this release corrects and replaces the one
disseminated this morning at approximately 7:00 a.m. ET (the "Revised Release"). The Revised
Release below contains only the following modifications to two
bullet points under the heading "Key Q3 2015 Financial Highlights"
contained therein: (i) the second bullet point under such heading
is changed to replace "Revenues grew approximately 21% on a
constant currency basis" to "Revenues grew approximately 19% on a
constant currency basis", and (ii) the fourth bullet point under
such heading is changed to replace "B2C poker revenues grew
approximately 12% from Q3 2014 on a constant currency basis" to
"B2C poker revenues grew approximately 4.5% from Q3 2014 on a
constant currency basis". Full corrected copy follows::
Amaya Reports Third Quarter 2015 Results
MONTREAL, Nov. 10, 2015 /CNW/ - Amaya Inc.
("Amaya" or the "Corporation") (NASDAQ: AYA; TSX: AYA) today
reported its financial results for the three and nine-month periods
ended September 30, 2015. Unless
otherwise noted, all references to"$" and "CAD" are to the Canadian
dollar, "US$" and "USD" are to the U.S. dollar and "€" and "EUR"
are to the Euro.
"Since Amaya's acquisition of its B2C business, we have
consistently delivered shareholder value," said David Baazov, Amaya's Chairman and CEO. "And,
despite multiple recent global challenges to our core business, we
believe we are well positioned to increase our cash flow and
continue to grow our customer base in 2016 through a number of
initiatives."
Key Q3 2015 Financial Highlights
- Revenues increased 8% to approximately $325 million as compared to pro-forma1
revenues for Q3 20142 of approximately $300 million. Online casino comprised
approximately 14% of Q3 2015 revenues, with the remainder almost
entirely from real-money online poker.
- Revenues grew approximately 19% on a constant currency
basis3 and normalizing4 for the levy of
certain value added taxes (VAT) in European Union jurisdictions in
the amount of $5 million, and certain
extraordinary events ("Extraordinary Events") with respect to our
real-money operations in Portugal,
Greece and certain additional
smaller markets.
- The Extraordinary Events included (i) the temporary suspension
of real-money operations in Portugal as of July
2015 in anticipation of a new regulatory and licensing
regime, (ii) the impairment of real-money operations in
Greece as a result of the severe
economic slowdown in that country and the capital controls and
banking restrictions imposed by its government in 2015, and (iii)
the suspension of operations in approximately 30 other
jurisdictions following Amaya's acquisition of the Rational Group
in 2014. For Q3 2014, revenues attributable to Portugal, Greece and the other suspended jurisdictions
were approximately US$9 million, the
significant majority of which were from Portugal and Greece.
- B2C poker revenues grew approximately 4.5% from Q3 2014 on a
constant currency basis and normalizing for VAT and the
Extraordinary Events.
- Adjusted EBITDA5 increased 8% to $141 million, or 43.5% of revenues, as compared
to pro-forma Adjusted EBITDA for Q3 2014 of approximately
$131 million, or 43.6% of
revenues.
- Adjusted Net Earnings6 increased 13% to $91 million as compared to pro-forma Adjusted Net
Earnings for Q3 2014 of approximately $80
million.
- Adjusted Net Earnings per Diluted Share increased 16% to
$0.44 as compared to pro-forma
Adjusted Earnings per Diluted Share7 for Q3 2014 of
approximately $0.38.
Financial Summary for Q3 and YTD 2015 and
20148
|
Three Months Ended
Sept. 30,
|
Nine Months Ended
Sept. 30,
|
|
$000's except
per share figures
|
2015
|
2014
|
2015
|
2014
|
|
Revenues
|
324,663
|
299,520
|
981,534
|
924,189
|
|
Adjusted
EBITDA
|
141,249
|
130,536
|
420,724
|
378,517
|
|
Adjusted Net
Earnings
|
90,543
|
79,830
|
260,915
|
218,709
|
|
Adjusted Net Earnings
per Diluted Share
|
$0.44
|
$0.38
|
$1.25
|
$1.05
|
Key Q3 2015 Operational Highlights
- The Corporation's B2C business added an aggregate of
approximately 1.85 million customer registrations during the
quarter, with registered customers totalling approximately 97
million as of September 30, 2015,
approximately 9% more than a year earlier.
- The aggregate number of unique9 customers who played
a real-money online offering during the quarter was approximately
2.2 million, of which approximately 94% played on
PokerStars, an approximately 3% decline from Q3 2014 driven
by the impact of the Extraordinary Events.
Key Q3 2015 and Subsequent Corporate and Other Financial
Highlights
- On September 30, 2015, the New
Jersey Division of Gaming Enforcement (the "DGE") authorized Amaya
to operate the PokerStars and Full Tilt brands in
New Jersey. The approval follows
an unprecedented review by the DGE of Amaya and its acquisition of
the PokerStars and Full Tilt businesses in August 2014. Amaya anticipates initially
launching in New Jersey in the
first half of 2016 through its agreement with Resorts Casino Hotel
in Atlantic City, New Jersey.
- Amaya was granted additional gaming licenses and approvals in
Romania, Ireland, and the Province of Quebec, Canada.
- In August 2015, Amaya completed a
debt refinancing (the "Refinancing") that resulted in the repayment
of approximately US$590 million of
the Corporation's USD second lien term loan. The Corporation funded
this repayment, as well as fees and related costs, through a
combination of an approximately US$315
million increase of its existing USD first lien term loan,
approximately €92 million increase of its existing EUR first lien
term loan and approximately US$195
million in cash.
- All previously announced B2B business divestitures were
completed as of July 31, 2015 for
aggregate gross cash proceeds, less transaction costs, of
approximately $594 million recorded
in 2015. Through these proceeds combined with cash flow generated
from its continuing operations, Amaya:
- repaid approximately $690 million
of outstanding long-term debt; and
- repurchased and canceled an aggregate of approximately 1.46
million common shares at a cost of approximately $45.5 million ($9.9
million of which were repurchased and canceled during the
quarter) pursuant to its TSX-approved normal course issuer bid,
which remains in effect.
- Since the acquisition of its B2C business on August 1, 2014, Amaya has reduced total long-term
debt from approximately US$3.134
billion with a weighted average interest rate of 6.38% to
approximately US$2.603 billion with a
weighted average interest rate of 5.28%. As a result of the
Refinancing and the repayment of debt, Amaya expects that its
annualized interest expenses will reduce by approximately
US$62 million to approximately
US$136 million. The Corporation has
generated approximately US$364
million in operating cash flow from continuing operations
over the past 12 months.
- Amaya will today file a preliminary short form base shelf
prospectus (the "Base Shelf") with the securities commissions or
similar authorities in all provinces and territories in
Canada and a corresponding shelf
registration statement on Form F-10 (the "F-10") with the U.S.
Securities and Exchange Commission (the "SEC") under the
U.S.-Canada Multijurisdictional Disclosure System.
- The Base Shelf and corresponding F-10, when made final or
effective, will allow for primary and secondary offerings of up to
US$3 billion of common shares,
preferred shares, debt securities, subscription receipts, warrants
and units, or any combination thereof, from time to time over a
25-month period. The specific terms of any offering of securities
will be set forth in a shelf prospectus supplement. Amaya filed the
Base Shelf and F-10 to maintain financial flexibility, including
efficient access to new capital from time to time, but has no
immediate intentions to undertake an offering.
2015 Full Year Financial Guidance
Amaya is revising its previously announced 2015 full-year
financial guidance provided in its earnings release on May 14, 2015 for the quarter ended March 31, 2015 and reaffirmed in its earnings
release on August 14, 2015 for the
quarter ended June 30, 2015, as
follows:
|
|
|
|
Previous
Guidance
(USD>CAD
currency exchange rate of 1.26)
|
Revised
Guidance
(USD>CAD
currency exchange rate of 1.26)
|
|
Revenues
|
$1.446 - $1.564
billion
|
$1.289 – $1.339
billion
|
|
Adjusted
EBITDA
|
$600 - $650
million
|
$552 - $572
million
|
|
Pro Forma Adjusted
Net Earnings10
|
$367 - $415 million,
or $1.76 - $2.00 per Diluted Share
|
$345 -
365 million, or $1.66 to $1.75 per Diluted Share
|
|
Adjusted Net
Leverage Ratio11
|
4.0 - 4.5 as at
December 31, 2015
|
5.19 – 5.37 as at
December 31, 2015
|
"The general strengthening of the U.S. dollar relative to
certain foreign currencies, primarily the Euro, has resulted in an
approximate 19% decline in the purchasing power of our customer
base and has had a significant negative impact on our revenues,
higher than we previously anticipated," said Mr. Baazov.
"Other factors negatively impacting our previously anticipated
revenues included a recent strategic decision to delay the rollout
of significant aspects of our new online sportsbook offering across
geographies while we enhance the consumer product experience and
complete the product offering, as well as the temporary cessation
of our operations in Portugal and
Greece. Due to this anticipated
decline in revenues, we are also projecting less Adjusted EBITDA
and Pro Forma Adjusted Net Earnings than our previous
guidance."
The table below shows the primary changes in assumptions
resulting in the revised guidance set forth above:
|
|
|
|
|
|
Revenues (in
millions)
|
Adjusted EBITDA
(in millions)
|
|
|
USD
|
USD>CAD
at
1.26
|
USD
|
USD>CAD
at
1.26
|
Adjusted
EBITDA
Margin
|
|
Previous
Guidance - Based on midpoint of range
|
1,194
|
1,504
|
496
|
625
|
41.5%
|
|
Strategic delay of
sportsbook rollout net of taxes
|
|
(53)
|
(67)
|
(35)
|
(44)
|
|
|
Current expected 2015
foreign exchange impact
|
|
(263)
|
(331)
|
(116)
|
(146)
|
|
|
Previously
anticipated 2015 foreign exchange impact
|
|
120
|
151
|
48
|
60
|
|
|
Portugal and
Greece
|
(17)
|
(21)
|
(7)
|
(9)
|
|
|
Incremental customer
deposits as a result of foreign exchange
impact12
|
|
62
|
78
|
49
|
62
|
|
|
Cost
savings
|
|
|
|
11
|
14
|
|
|
Revised
Guidance - Based on midpoint of range
|
1,043
|
1,314
|
446
|
562
|
42.8%
|
|
_________________________________________
1
All 2014 pro-forma figures in this release assume that the
acquisition of Amaya's B2C business occurred as of the first day of
such financial period. All figures in this release are
unaudited.
2 Amaya acquired its B2C business on August 1, 2014,
therefore as it relates to the three and nine-month periods ended
September 30, 2014 Amaya's unaudited interim condensed consolidated
financial statements for the period ended September 30, 2015 (the
"Q3 Financials") only include results from the B2C business for the
months of August 2014 and September 2014.
3 The general strengthening of the USD relative to
certain foreign currencies (primarily the Euro) from the three and
nine-month periods ended September 30, 2014 to the same periods in
2015 had an unfavorable impact on the Corporation's revenue. For
each jurisdiction in which the Corporation's B2C business operates,
2015 dollar figures are adjusted to their 2014 constant currency
equivalent by using a factor that is derived from the percentage
change in the exchange rate of the applicable jurisdiction's
currency relative to USD during the comparative period. The sum of
each such equivalent is then compared to International Financial
Reporting Standards ("IFRS") figures for the applicable comparative
financial period in 2014. During the quarter, the Corporation
estimates the decline in purchasing power of its customer base was
a result of an average 19% decline in the value of its customers'
local currencies relative to USD, which was partially offset by the
translation into its CAD reporting currency.
4 Normalizing as defined by the Corporation means, in
the case of VAT, adding back the particular dollar amount at issue
to the referenced financial measure, and, in the case of the
Extraordinary Events, excluding the particular dollar amount at
issue from the referenced financial measure for such Extraordinary
Events for all periods referenced.
5 Adjusted EBITDA as defined by the Corporation means
net earnings (loss) from continuing operations before interest and
financing costs (net of interest income), income taxes,
depreciation and amortization, stock-based compensation,
restructuring and other non-recurring costs. Adjusted EBITDA is a
non-IFRS and non-U.S. GAAP measure. Reconciliation to net income
from continuing operations is included in this release.
6 Adjusted Net Earnings (Loss) as defined by the
Corporation means net earnings (loss) from continuing operations
before interest accretion, amortization of intangible assets
resulting from purchase price allocation following acquisitions,
stock-based compensation, foreign exchange, and other non-recurring
costs. Adjusted Net Earnings (Loss) per Diluted Share as defined by
the Corporation means Adjusted Net Earnings (Loss) divided by
Diluted Shares. Diluted Shares as defined by the Corporation means
the Corporation's common shares on a fully diluted basis, including
options, warrants and convertible preferred shares, using a
denominator of 208 million shares, which is the assumption used in
the Corporation's full year 2015 guidance. Adjusted Net Earnings
(Loss) and Adjusted Net Earnings (Loss) per Diluted Share are
non-IFRS and non-U.S. GAAP measures. Reconciliation to net income
from continuing operations is included in this release.
7 Assumes that each of current income taxes,
depreciation and amortization (net of amortization of purchase
price allocation intangibles), and interest (net of interest
accretion) in Q3 2015 was the same as in Q3 2014.
8 Continuing operations do not include Amaya's divested
B2B businesses, which were classified as discontinued operations
during the relevant financial periods. See the Q3 Financials and
the related management's discussion and analysis for the three and
nine-month periods ended September 30, 2015. All 2014 figures in
this financial summary are presented on a pro forma basis. The USD
to CAD exchange rates used in this financial summary are as
follows: Q3 2015 – 1.3066; YTD 2015 – 1.2598; Q3 2014 – 1.0889; YTD
2014 – 1.0942, and as at September 30, 2015 – 1. 3345.
9 Unique as defined by the Corporation means a customer
who played on one of the platforms and excludes any duplicate
counting.
10 Pro Forma Adjusted Net Earnings as defined by the
Corporation means Adjusted Net Earnings that is pro forma as if the
divestiture of the entire B2B business occurred at December 31,
2014. Pro Forma Adjusted Net Earnings is a non-IFRS and non-U.S.
GAAP measure. Diluted Share count used is 208 million.
11 Adjusted Net Leverage Ratio as defined by the
Corporation means Adjusted Net Debt divided by Adjusted EBITDA.
Adjusted Net Debt as defined by the Corporation means total
financial leverage minus cash (with cash including funds in excess
of working capital requirements set aside for the deferred payment
that is in Restricted Cash in the Q3 Financials) plus current
investments less customer deposits liabilities, and after giving
effect to the divestiture of the entire B2B business (which was
anticipated as it related to the previous guidance). This does not
assume potential cash from the exercise of warrants with maturity
dates extending beyond 2015. Adjusted Net Leverage Ratio and
Adjusted Net Debt are non-IFRS and non-U.S. GAAP measures.
12 The Corporation estimates that its customers
compensate for the reduced purchasing power of their local
currencies relative to the USD caused by foreign exchange
fluctuations by depositing greater amounts in their respective
local currencies.
|
Financial Statements, Management's Discussion and Analysis
and Additional Information
Amaya's unaudited interim condensed consolidated financial
statements, notes thereto and Management's Discussion and Analysis
for the three and nine-month periods ended September 30, 2015 will be available on SEDAR at
www.sedar.com, Edgar at www.sec.gov and Amaya's website at
www.amaya.com. Additional information relating to Amaya and
its business may also be found on SEDAR at www.sedar.com, Edgar at
www.sec.gov and Amaya's website at www.amaya.com.
Conference Call and Webcast
Amaya will host a conference call today, November 10, 2015 at 8:30
a.m. ET to discuss its financial results for the third
quarter of 2015. David Baazov, CEO
of Amaya, will chair the call. To access via tele-conference,
please dial +1.888.231.8191 or +1.647.427.7450 ten minutes prior to
the scheduled start of the call. The playback will be made
available two hours after the event at +1.855.859.2056 or
+1.416.849.0833. The Conference ID number is 63133368. To access
the webcast please use the following link:
http://event.on24.com/r.htm?e=1079019&s=1&k=4276F7E4EE686DFCBE1C3DD2CAE83D97
|
Reconciliation of
Non-IFRS Measures to Nearest IFRS Measures
|
|
|
|
|
|
|
|
|
|
|
$000's except per
share figures
|
Q3
2015
|
Q3
2014
|
YTD Q3
2015
|
YTD Q3
2014
|
|
Net income (loss)
from continuing operations
|
(52,743)
|
25,340
|
(10,155)
|
60,643
|
|
Financial
expenses
|
67,289
|
4,886
|
180,669
|
4,109
|
|
Current income
taxes
|
1,269
|
2,639
|
5,440
|
2,639
|
|
Deferred income tax
expense (recovery)
|
10,845
|
(7,738)
|
18,958
|
(11,437)
|
|
Depreciation of
property and equipment
|
2,601
|
1,379
|
7,023
|
1,994
|
|
Amortization of
intangible assets
|
39,032
|
24,203
|
111,943
|
25,346
|
|
Amortization of
deferred development costs
|
150
|
73
|
441
|
204
|
|
Stock-based
compensation
|
4,637
|
1,493
|
14,234
|
3,028
|
|
Pro-forma B2C
EBITDA
|
0
|
(9,430)
|
0
|
236,089
|
|
EBITDA
|
73,080
|
42,845
|
328,553
|
322,615
|
|
Termination of
employment agreements
|
2,714
|
658
|
10,545
|
809
|
|
Non-recurring
professional fees
|
6,666
|
0
|
11,067
|
0
|
|
Loss (Gain) on
disposal of assets
|
(18)
|
4,135
|
205
|
4,135
|
|
Loss (Gain) on sale
of subsidiary
|
(6,742)
|
16,319
|
(6,742)
|
(29,334)
|
|
Loss (Gain) from
investments
|
36,922
|
(679)
|
33,241
|
(1,687)
|
|
Acquisition-related
costs
|
118
|
12,130
|
277
|
20,446
|
|
Impairment
|
0
|
9,039
|
1,587
|
9,039
|
|
Other one-time
costs
|
28,509
|
5,485
|
41,991
|
7,050
|
|
Pro-forma B2C
one-time costs
|
0
|
40,604
|
0
|
45,444
|
|
Adjusted
EBITDA
|
141,249
|
130,536
|
420,724
|
378,517
|
|
Current income tax
expense
|
(1,269)
|
(2,639)
|
(5,440)
|
(2,639)
|
|
Depreciation and
amortization (net of amortization of purchase price allocation
intangibles)
|
(3,337)
|
(2,304)
|
(8,403)
|
(4,192)
|
|
Interest (net of
interest accretion)
|
(46,100)
|
(30,945)
|
(145,966)
|
(32,092)
|
|
Pro-forma B2C current
income taxes, depreciation, amortization, and interest
|
0
|
(14,818)
|
0
|
(120,885)
|
|
Adjusted net
income
|
90,543
|
79,830
|
260,915
|
218,709
|
|
Diluted shares as at
September 30, 2015
|
208,000,000
|
208,000,000
|
208,000,000
|
208,000,000
|
|
Adjusted Net
Earnings per Diluted Share
|
$ 0.44
|
$ 0.38
|
$ 1.25
|
$ 1.05
|
About Amaya
Amaya is a leading provider of technology-based solutions,
products and services in the global gaming and interactive
entertainment industries. Amaya owns gaming and related consumer
businesses and brands including PokerStars, Full Tilt, StarsDraft,
the European Poker Tour, PokerStars Caribbean Adventure, Latin
American Poker Tour and the Asia Pacific Poker Tour. These brands
have more than 97 million cumulative registered customers globally
and collectively form the largest poker business in the world,
comprising online poker games and tournaments, live poker
competitions, branded poker rooms in popular casinos in major
cities around the world, and poker programming created for
television and online audiences. Amaya, through certain of these
brands, also offers non-poker gaming products, including casino,
sportsbook and daily fantasy sports. Amaya has various gaming and
gaming-related licenses or approvals throughout the world,
including from the United Kingdom,
Italy, France, Spain, Estonia, Belgium, Denmark, Bulgaria, Greece, Ireland, Romania, the Isle of
Man, Malta, the State of
Schleswig-Holstein in Germany, the Province of Quebec in Canada, and the State of New Jersey in the United States.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
applicable securities laws, including, without limitation, certain
financial expectations and projections. Forward-looking statements
can, but may not always, be identified by the use of words such as
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "would", "should", "believe", "objective",
"ongoing" and similar references to future periods or the negatives
of these words and expressions. These statements, other than
statements of historical fact, are based on management's current
expectations and are subject to a number of risks, uncertainties,
and assumptions, including market and economic conditions, business
prospects or opportunities, future plans and strategies,
projections, technological developments, anticipated events and
trends and regulatory changes that affect us, our customers and our
industries. Although the Corporation and management believe the
expectations reflected in such forward-looking statements are
reasonable and are based on reasonable assumptions and estimates,
there can be no assurance that these assumptions or estimates are
accurate or that any of these expectations will prove accurate.
Forward-looking statements are inherently subject to significant
business, economic and competitive risks, uncertainties and
contingencies that could cause actual events to differ materially
from those expressed or implied in such statements. Specific risks
and uncertainties include, but are not limited to: the heavily
regulated industry in which the Corporation carries on business;
interactive entertainment and online and mobile gaming generally;
current and future laws or regulations and new interpretations of
existing laws or regulations with respect to online and mobile
gaming; potential changes to the gaming regulatory scheme; legal
and regulatory requirements; ability to obtain, maintain and comply
with all applicable and required licenses, permits and
certifications to distribute and market its products and services,
including difficulties or delays in the same; significant barriers
to entry; competition and the competitive environment within the
Corporation's addressable markets and industries; impact of
inability to complete future acquisitions or to integrate
businesses successfully; ability to develop and enhance existing
products and services and new commercially viable products and
services; ability to mitigate foreign exchange and currency risks;
ability to mitigate tax risks and adverse tax consequences,
including, without limitation, the imposition of new or additional
taxes, such as value-added and point of consumption taxes, and
gaming duties; risks of foreign operations generally; protection of
proprietary technology and intellectual property rights; ability to
recruit and retain management and other qualified personnel,
including key technical, sales and marketing personnel; defects in
the Corporation's products or services; losses due to fraudulent
activities; management of growth; contract awards; potential
financial opportunities in addressable markets and with respect to
individual contracts; ability of technology infrastructure to meet
applicable demand; systems, networks, telecommunications or service
disruptions or failures or cyber-attacks; regulations and laws that
may be adopted with respect to the Internet and electronic commerce
and that may otherwise impact the Corporation in the jurisdictions
where it is currently doing business or intends to do business;
ability to obtain additional financing on reasonable terms or at
all; refinancing risks; customer and operator preferences and
changes in the economy; dependency on customers' acceptance of its
products and services; consolidation within the gaming industry;
litigation costs and outcomes; expansion within existing and into
new markets; relationships with vendors and distributors; and
natural events. Other applicable risks and uncertainties include
those identified under the heading "Risk Factors and Uncertainties"
in Amaya's Annual Information Form for the year ended December 31, 2014 and in its Management's
Discussion and Analysis for the period ended September 30, 2015, each available on SEDAR at
www.sedar.com, EDGAR at www.sec.gov and Amaya's website at
www.amaya.com, and in other filings that Amaya has made and may
make with applicable securities authorities in the future.
Investors are cautioned not to put undue reliance on
forward-looking statements. Any forward-looking statement speaks
only as of the date hereof, and the Corporation undertakes no
obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
Non-IFRS and Non-US GAAP Measures
This news release contains non-IFRS and non-U.S. GAAP financial
measures, specifically Adjusted Net Earnings, Adjusted Net Earnings
per Diluted Share, Adjusted EBITDA, Adjusted EBITDA, the pro-forma
equivalents of such measures for comparative periods, constant
currency basis, Pro Forma Adjusted Net Earnings and Adjusted Net
Leverage Ratio. The Corporation believes these non-IFRS and
non-U.S. GAAP financial measures will provide investors with useful
supplemental information about the financial performance of its
business, enables comparison of financial results between periods
where certain items may vary independent of business performance,
and allows for greater transparency with respect to key metrics
used by management in operating its business. Although
management believes these financial measures are important in
evaluating Amaya, they are not intended to be considered in
isolation or as a substitute for, or superior to, financial
information prepared and presented in accordance with IFRS or U.S.
GAAP. They are not recognized measures under IFRS or U.S. GAAP and
do not have standardized meanings prescribed by IFRS or U.S. GAAP.
These measures may be different from non-IFRS and non-U.S. GAAP
financial measures used by other companies, limiting its usefulness
for comparison purposes. Moreover, presentation of certain of these
measures is provided for year-over-year comparison purposes, and
investors should be cautioned that the effect of the adjustments
thereto provided herein have an actual effect on the Corporation's
operating results.
B2C Business Historical Measures
All historical information and financial measures relating to
Amaya's B2C business prior to Amaya's acquisition of Amaya Group
Holdings (IOM) Limited (formerly known as Oldford Group Limited)
and its subsidiaries (collectively, "Rational Group") on
August 1, 2014 presented in, or due
to lack of information omitted from, the Corporation's documents
filed on SEDAR at www.sedar.com and Edgar at www.sec.gov, including
the Corporation's Management Information Circular, dated
June 30, 2014, for the annual and special meeting of
shareholders of the Corporation held on July 30, 2014, the
Corporation's Business Acquisition Report, as amended and restated
on July 27, 2015, and this release,
including all financial information of the B2C business, has been
provided in exclusive reliance on the information made available by
Rational Group and their respective representatives. Although the
Corporation has no reason to doubt the accuracy or completeness of
Rational Group's information provided therein and herein, any
inaccuracy or omission in such information could result in
unanticipated liabilities or expenses, increase the cost of
integrating Amaya and Rational Group or adversely affect the
operational plans of the combined entities and its results of
operations and financial condition.
Securities Disclaimer
The Base Shelf and F-10 to be filed today with the SEC and
Canadian authorities, as applicable, have not yet become final or
effective. No securities may be sold, nor may offers to buy be
accepted, prior to the time the Base Shelf and F-10 become final
and effective. This news release shall not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any
sale of securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualifications under the securities laws of any such
jurisdiction. A copy of the Base Shelf and F-10 will be
available on SEDAR at www.sedar.com and EDGAR at www.sec.gov,
respectively.
SOURCE Amaya Inc.