TIDMTTR

RNS Number : 9285Y

32Red Plc

09 March 2017

9 March 2017

32Red Plc

("32Red" or the "Group" or the "Company")

'A record year for revenue and profit'

Final results for the year ended 31 December 2016

32Red, the award-winning online gaming operator, today announces its final results for the year ended 31 December 2016

Key highlights:

-- Record revenue performance with total net gaming revenues up 28% to GBP62.3m (2015: GBP48.7m)

   --      EBITDA* increased 102% to GBP10.6m (2015: GBP5.2m) 
   --      PBT increased 511% to GBP6.5m (2015: GBP1.1m) 
   --      77% of net gaming revenues derived from regulated and taxed markets (2015: 80%) 
   --      32Red moves to profitability in Italian market 
   --      Successful launch of new responsive, multi-platform website in April 2016 
   --      Extended contract with improved and more flexible terms signed with Microgaming 
   --      Mobile revenues represent 57% of total casino revenues (2015: 44%) 
   --      Exclusive licence to promote casino games for ITV flagship brands featuring Ant and Dec 
   --      British Horse Racing sponsorship agreements with racecourses and brand ambassadors 

-- Strong start to 2017 with net gaming revenues for the first nine weeks of the year up 20% on the same period in 2016

-- Post Period end, 32Red announced the recommended cash offer from Kindred Group plc for the entire issued and to be issued share capital of 32Red at 196p per share

Key Financials:

 
                                     2016        2015     % 
-----------------------------  ----------  ----------  ------- 
 
 Net Gaming Revenue (NGR) 
-----------------------------  ----------  ----------  ------- 
 Casino NGR                      GBP58.5m    GBP46.3m    +26% 
  Other products NGR              GBP3.8m     GBP2.4m    +60% 
  Total NGR                      GBP62.3m    GBP48.7m    +28% 
-----------------------------  ----------  ----------  ------- 
 
 EBITDA*                         GBP10.6m     GBP5.2m    102% 
   PBT                            GBP6.5m     GBP1.1m     511% 
-----------------------------  ----------  ----------  ------- 
 
 Earnings per share 
   Basic                            7.46p       1.23p    507% 
   Diluted                          6.93p       1.14p     508% 
-----------------------------  ----------  ----------  ------- 
 
 Full year dividend                  5.3p        2.8p    +89% 
-----------------------------  ----------  ----------  ------- 
 Cash balance at 31 December     GBP10.1m    GBP10.3m    -1% 
-----------------------------  ----------  ----------  ------- 
 

Commenting on the results, Ed Ware, Chief Executive Officer, said:

"It is once again a pleasure to announce another record annual performance from 32Red. In 2016 the Group delivered continued strategic progress across the business with outstanding growth on mobile, further successful product enhancements and highly successful marketing investment, all the while maintaining one of the highest levels of regulated revenue amongst our peers. This outstanding operational progress has resulted in another hugely successful financial outcome with EBITDA* more than doubling and revenues rising by an impressive 28% to exceed prior records.

Momentum into 2017 has remained strong with NGR up 20% year on year. Underpinned by the strength of the brand, 32Red has an exceptional platform to drive continued growth across the business and increase market share both in the UK and Italy.

The recommended offer for the business by Kindred Group plc post the Period end reflects the strength of the 32Red brand as well as its significant growth opportunities as a casino focused operator. We are confident that Kindred would provide the right fit both operationally and culturally to continue the Group's growth.

The Group's outstanding performance in 2016 is, above all, testament to the efforts of our outstanding team. Their passion, skill and dedication continues to drive the business forward. 2017 is set to be another landmark year for 32Red and I would like to thank all of my colleagues for their continued dedication and hard work."

Enquiries:

 
32Red Plc                            Tel: +00 350 200 
                                      49396 
Ed Ware, CEO 
Jon Hale, CFO 
 
Numis Securities Limited             Tel: +44 (0) 20 7260 
                                      1000 
Michael Meade (Nominated Adviser) 
Chris Wilkinson (Corporate Broking) 
Michael Burke (Corporate Broking) 
 
Hudson Sandler                       Tel: +44 (0) 207 
                                      796 4133 
Alex Brennan                         32Red@hudsonsandler.com 
Bertie Berger 
 

*Underlying EBITDA is Earnings before Interest, Tax, Depreciation and Amortisation derived from the 32Red & Roxy Palace businesses i.e. excluding results from its Italian operations and is stated before share option costs and exceptional items.

CHAIRMAN'S STATEMENT

Another year of outstanding growth

I am pleased to report another record breaking year for 32Red. The Group's outstanding performance in 2016 was again testament to the strength of the 32Red brand, the quality of our product offering, the effectiveness of our targeted, returns-driven marketing and the efforts of our outstanding people.

Financial Review

32Red's strong operational momentum continued throughout 2016 resulting in the Group delivering total net gaming revenues ("NGR") up 28% to a record GBP62.3m (2015: GBP48.7m). This very strong performance was driven by continued growth across our core 32Red business (+19% on 2015) as well as a healthy full year contribution from the Roxy Palace business that was acquired in July 2015.

In this report (and going forward) the Group is reporting and intends to report its NGR as split between Total Casino NGR and Other Products NGR. With 32Red Casino in Italy now profitable and Roxy Palace successfully integrated into the Group, the Board believes this disclosure better reflects the business and its growth opportunities as a predominantly remote casino operator.

Total Casino NGR increased 26% to GBP58.5m in 2016 (2015: GBP46.3m) and represented 94% of total NGR (2015: 95%). This very strong growth reflected increased and effective marketing investment in 32Red Casino, a full year's contribution from Roxy Palace Casino, and good growth from 32Red Casino in Italy.

Revenue from 32Red Other Products continued to grow strongly, primarily driven by 32RedSport which is continuing to develop as an increasingly important customer acquisition and retention channel.

 
 
  Total NGR                    2016       2015      Var 
--------------------------  ---------  ---------  ----- 
 Total Casino NGR            GBP58.5m   GBP46.3m   +26% 
--------------------------  ---------  ---------  ----- 
 Other Products NGR          GBP3.8m    GBP2.4m    +60% 
--------------------------  ---------  ---------  ----- 
 Total Net Gaming Revenue    GBP62.3m   GBP48.7m   +28% 
--------------------------  ---------  ---------  ----- 
 

This record revenue performance resulted in an increase in EBITDA of 102% to a record GBP10.6m (2015: GBP5.2m). Profit before taxation of GBP6.5m in 2016 (2015: GBP1.1m) generates a basic earnings per share of 7.46p (2015: 1.23p).

The Group had a net cash balance of GBP10.1m as at 31 December 2016 (2015: GBP10.3m) and had no borrowings.

Recommended Cash Offer by Kindred for 32Red

On 23 February 2017, the Company announced that it had reached agreement with Kindred Group plc ("Kindred") on the terms of a unanimously recommended cash offer under which Kindred would offer to acquire the entire issued and to be issued share capital of 32Red, such offer to be implemented by way of a takeover offer in accordance with the laws of Gibraltar (the "Offer").

Under the terms of the Offer, Kindred is offering to acquire the entire issued and to be issued share capital of 32Red for 196 pence in cash for each 32Red share. In addition, 32Red shareholders, as at the record date of 3 March 2017, will also be entitled to receive and retain a second interim dividend per 32Red share of 4 pence to be paid to 32Red shareholders on 23 March 2017. The Offer values the entire issued and to be issued share capital of 32Red on a fully diluted basis at approximately GBP175.6 million.

Since being admitted to trading on AIM in 2005, 32Red has successfully pursued its clear and focused strategy to exploit both organic and selective M&A opportunities and deliver sustainable long-term growth for all its stakeholders. This strategy has been focused, primarily, upon growing its brands in its core UK market and expansion in new regulated markets where 32Red could exploit its marketing strength. This strategy has delivered strong net gaming revenue growth and increased profitability for shareholders.

However, whilst the 32Red Directors continue to believe in its stated growth strategy and the strength of the 32Red brand, they also believe that 32Red would now be better placed as part of a larger group. Kindred represents a strong strategic and cultural fit for 32Red and the 32Red Directors believe a combination will build on 32Red's long-standing presence and well-established brand in the UK casino market.

In making its assessment of the merits of the Offer, the 32Red Board has taken into account:

-- the level of the cash consideration payable under the Offer, being at a level above 32Red's all-time high closing share price and (including the Approved Dividend) at a premium of 39.5 per cent. to the volume weighted average closing price per 32Red Share of 143.4 pence in the three months prior to the start of the Offer Period;

-- the Offer representing an attractive valuation when considered against 32Red's historic earnings and prospects;

-- the relative lack of liquidity in 32Red Shares and the fact that the Offer provides 32Red Shareholders with a certain opportunity to realise their investment in 32Red wholly for cash; and

-- the level of irrevocable undertakings to accept (or procure the acceptance of) the Offer, representing, in aggregate 71.1 per cent. of the 32Red Shares.

Following this assessment and for the reasons set out above, the 32Red Board is unanimously recommending that 32Red Shareholders accept the Offer.

Operational progress

Underpinning the Group's financial success has been continued strong progress against 32Red's strategic objectives. During 2016, we continued to innovate and develop our product offering with a notable highlight being the successful launch of our new 32Red Casino responsive multi-platform website in April. This has contributed to enhanced player retention, increased deposit levels and accelerated mobile casino growth, which now represents 57% of total casino revenues (2015: 44%).

In line with our continued focus on driving growth in sustainable regulated markets, revenue from regulated markets remained amongst the highest levels of our peers at 77% (2015: 80%).

During 2016, as mentioned above, as anticipated the Group turned to profitability in Italy and the Board continues to see exciting potential in this major online gaming market.

Effective from 1 November 2016, the Group was delighted to extend its contract with innovative commercial terms with digital gaming solutions partner, Microgaming. This important new arrangement is enabling 32Red to develop its strength in regulated markets whilst retaining its broad appeal across the target audience.

Edward Ware outlines the Group's progress in further detail in the CEO's Strategic Review.

People

Central to the growth and success of the 32Red business is our excellent team. Their talent and dedication means that we continue to achieve our goal of always exceeding customer expectations. I would like to take this opportunity to thank the entire 32Red team for their continued hard work and skill that remains critical to the Group's growth.

Current Trading and Outlook

32Red has excellent momentum with record growth in 2016 being driven by our core Casino products. We have continued to deliver progress against our strategy underpinned by effective ROI-driven marketing and an enhanced customer proposition.

32Red is firmly focused on driving growth in regulated markets which offer sustainable, long term prospects for the Group. The Group remains focused on delivering opportunities in our core UK market as well as in Italy where we are confident of successfully building on the platform we have established.

In August 2017 the online gaming market in the UK is anticipating changes in remote gaming duty in relation to customer bonuses. Whilst this will offer a headwind to the industry, the Board is confident that with 32Red's strong brand, marketing capabilities and operational momentum the Group is well positioned to minimalise the impact of these changes on the Group as well as capitalising on potential opportunities presented by any changes in market dynamics.

Trading during the current financial year has been strong across all areas of the business with like-for-like net gaming revenues for the first 9 weeks of the year up 20%% on the same period in 2016. Underpinned by this continued momentum, the Board remains confident that 32Red is well positioned for the future.

CEO's Strategic Review

Delivering our focused growth strategy

32Red is a fast-growing, casino-focused online gaming operator with one of the highest levels of regulated income amongst its peer group. Underpinning the Group's continued success are its strong and trusted brands; unwavering customer focus; return on investment-driven marketing expertise; and a clear growth strategy.

The strategy is aimed at successfully exploiting organic opportunities and therefore delivering sustainable long-term growth for all stakeholders. This strategy revolves around three core pillars:

Growing our brands in our core UK market

The Company is focused on growing its brands in our core UK market, where we continue to see significant growth potential for 32Red. We will do this through developing and implementing return on investment-driven marketing campaigns that deliver real value for the 32Red business and by continuing to enhance and improve our customer offer.

Expansion in regulated markets

The Company is focused on growing its presence in regulated online gaming markets where the Board feels that 32Red has commercially viable opportunities and can exploit its full marketing and operational strength.

Continue to do what's right for our customers

At the very core of everything we do is a focus on looking after our customers. 32Red has a heritage in pure online gaming and the Company has established a strong reputation by innovating for its customers' enjoyment as well as protecting them. This is not only the right thing to do but it strengthens our trusted brand in the marketplace, in turn driving more customers to our business and keeping them for longer.

32Red's progress against this strategy is underpinned by the Group's core expertise in marketing its products and brands. This allows the Group to recruit increased customer numbers to the business in the most cost efficient manner possible. Then, by offering a first class experience and service as well as relevant communications and offers, we are able to keep these customers playing with 32Red's products for longer.

Return on investment-driven multi-channel marketing

The 32Red brand is one of the most recognised in the industry through its carefully positioned and efficient return on investment ('ROI') driven marketing. Since the Group's inception in 2002, the team at 32Red has developed and grown a distinct, leading brand that is recognised as a trusted online casino market leader.

2016 saw an 26% increase in total marketing investment, reflecting the significant growth opportunities that we continue to see for the Group.

During the year, we increased 'above the line' investment in marketing the 32Red brand and, in August 2016, the Group aired its first TV advert promoting its sports book, reflecting the importance of the Group's multi-product strategy. During the year, the Company signed a twelve month deal to advertise around live sport on Sky, including a number of half-time adverts in live Premier League football matches. In May 2016, the Company announced a three year agreement to sponsor Leeds United Football Club, providing 32Red with shirt sponsorship, access to Leeds United's global fan base and extensive brand visibility throughout the club's iconic Elland Road stadium as well as across its digital and media platforms. This sponsorship complements our existing shirt sponsorship of Rangers Football Club who, in 2016, returned to top flight football in Scotland.

32Red has been a major sponsor of horse racing for a number of years and in 2016 we added two significant events to our sponsorship roster: The King George Winter Festival on Boxing Day and Haydock Park's prestigious Group 1 Sprint Cup. 32Red also renewed its commitment to the sponsorship of the All Weather Championship for the next two seasons.

Strategic partnerships

In September 2016, 32Red was pleased to announce that it agreed a new and extended contract with innovative commercial terms with digital gaming solutions partner, Microgaming. Under the new agreement, which is effective from 1 November 2016, the relationship cements Microgaming as 32Red's central and major technical and content supplier. The new deal also gives 32Red the flexibility to utilise alternative providers in order to enable the Company to ensure it is able to attract and retain the full spectrum of casino players to the 32Red brand in both the UK and other regulated markets.

The Group continues to partner with Kambi Sports Solutions who provide a fully managed sportsbook solution for the Group under the 32Red brand. In May 2016, the Company renewed its commercial agreement with Kambi which will support the Group's growth plans in this increasingly important and fast-growing product vertical.

32Red Casino Products

32Red is a casino focused operator with a rare heritage and reputation in this product vertical. In 2016, 94% of Group revenues were generated from Casino activities. Mobile remains a key growth driver behind the Casino Products performance and now represents 57% of total 32Red Casino revenues (2015: 44%).

We continue to invest in and develop our Casino offer and, in April, 32Red was proud to launch a new responsive website that has enhanced the functionality and user experience across both desktop and mobile platforms. Our customers now enjoy a more personalised experienced based on their preferences and behaviour and, since launch, the Group has experienced a strong uplift in customer retention and deposit levels.

We have continued to invest in our gaming content to ensure 32Red always offers the freshest and most engaging entertainment. In September the Group was pleased to announce a new three year partnership with ITV Commerce & Ventures which saw two of the broadcaster's biggest brands extend their exclusive game content with the Group. A new "I'm a Celebrity...Get Me Out Of Here!(TM)" slot game, featuring well-known features from the show including Ant and Dec themselves and of course a Bushtucker Trial themed bonus game, enhances 32Red's existing game offering. In addition, 32Red's "Ant & Dec's Saturday Night Takeaway" slot game brings all the favourite parts of the award-winning entertainment show to life for our customers including clips and imagery from the show.

The Group's development in Italy has been pleasing and, in line with our expectations, 32Red.it turned to profitability during 2016. Net gaming revenues increased by 33% to GBP2.3m (2015: GBP1.7m). Italy remains a competitive but attractive market for 32Red and we continue to examine further ways to broaden our product offering and drive further growth.

32Red Other Products

Whilst 32Red remains a dominantly Casino-led operator, revenue from 32Red Other Products continued to grow strongly, up 60% year-on-year. This growth was primarily driven by 32RedSport which benefitted from increased marketing investment and is developing as an increasingly important customer acquisition and retention product for the Group. The Group's Poker and Bingo operations continue to benefit from the investment in and visibility of the 32Red brand as well as from increased activity levels at 32Red Casino.

Looking ahead

32Red is well positioned as an established and fast-growing Casino focused operator with the vast majority of its revenue generated from regulated markets. Building on its strong platform we expect the brand to deliver a year of further progress in 2017.

Edward Ware,

Chief Executive Officer, 32Red Plc

 
 32Red Plc 
 Consolidated Statement of Comprehensive 
  Income 
 for the year ended 31 December 
  2016 
 
 
 
 
                                            Notes           2016          2015* 
                                                             GBP            GBP 
 
 Net gaming revenue                           3       62,270,345     48,660,355 
 Cost of sales                               10     (28,003,320)   (21,705,032) 
                                                   -------------  ------------- 
 Gross profit                                         34,267,025     26,955,323 
 Administrative expenses                            (23,704,810)   (21,719,247) 
 EBITDA before share option 
  costs and exceptional items                         10,562,215      5,236,076 
-----------------------------------------  ------  -------------  ------------- 
 Share option costs                                    (750,659)      (555,981) 
 Depreciation and amortisation                       (3,224,504)    (2,687,549) 
 Loss on impairment                           8                -      (356,188) 
 Operating profit before exceptional 
  items                                       2        6,587,052      1,636,358 
 Exceptional items                            4         (57,963)      (587,322) 
                                                   -------------  ------------- 
 Operating profit after exceptional 
  items                                                6,529,089      1,049,036 
 Finance income                               5           11,623         22,206 
                                                   -------------  ------------- 
 Profit on ordinary activities 
  before taxation                                      6.540,712      1,071,242 
 Tax on ordinary activities                   7        (234,978)      (106,944) 
                                                   -------------  ------------- 
 Profit and total comprehensive 
  income for the year                                  6,305,734        964,298 
                                                   =============  ============= 
 
 Earnings per share (p) 
 Basic                                        6            7.46p          1.23p 
 Diluted                                      6            6.93p          1.14p 
 
 

*As amended (see note 10)

 
 32Red Plc 
 Consolidated Statement 
  of Changes in Equity 
 for the year ended 31 December 
  2016 
 
 
                                                      Equity attributable to 
                                                      equity holders of 32Red 
                                                                Plc 
 
                                                           Share           EBT 
                              Share          Share       options       reserve      Retained             Total 
                            capital        premium       reserve                    earnings            equity 
                                GBP            GBP           GBP           GBP           GBP               GBP 
 
 Balance 1 January 
  2015                      147,360        447,218       876,159     (156,576)     4,431,951         5,746,112 
 Shares options 
  lapsed/exercised                -              -      (21,184)             -        21,184                 - 
 Share options 
  charge                          -              -       555,981             -             -           555,981 
 Shares issued 
  for cash                   20,000      6,380,000             -             -             -         6,400,000 
 Shares acquired 
  by the EBT                      -              -             -     (402,022)             -         (402,022) 
 Shares transferred 
  from the EBT                    -              -             -        78,326      (35,501)            42,825 
 Dividends paid                   -              -             -             -   (1,952,051)       (1,952,051) 
                      -------------  -------------  ------------  ------------  ------------      ------------ 
 Transactions with 
  owners                     20,000      6,380,000       534,797     (323,696)   (1,966,638)         4,644,733 
 Profit and total 
  comprehensive 
  income for the 
  year                            -              -             -             -       964,298           964,298 
                      -------------  -------------  ------------  ------------  ------------      ------------ 
 Balance 31 
  December 
  2015                      167,360      6,827,218     1,410,956     (480,272)     3,429,881        11,355,143 
                      =============  =============  ============  ============  ============      ============ 
 
 
 
 Balance 1 January 
  2016                      167,360      6,827,218     1,410,956     (480,272)     3,429,881        11,355,143 
 Shares options 
  lapsed/exercised                -              -     (871,537)             -       871,537                 - 
 Share options 
  charge                          -              -       750,659             -             -           750,659 
 Shares issued                3,335              -             -             -             -             3,335 
 Shares acquired 
  by the EBT                      -              -             -     (481,666)             -         (481,666) 
 Shares transferred 
  from the EBT                    -              -             -       382,626     (128,107)           254,519 
 Dividends paid                   -              -             -             -   (5,039,230)       (5,039,230) 
                      -------------  -------------  ------------  ------------  ------------      ------------ 
 Transactions with 
  owners                      3,335              -     (120,878)      (99,040)   (4,295,800)       (4,512,383) 
 Profit and total 
  comprehensive 
  income for the 
  year                            -              -             -                   6,305,734         6,305,734 
                      -------------  -------------  ------------  ------------  ------------      ------------ 
 Balance 31 
  December 
  2016                      170,695      6,827,218     1,290,078     (579,312)     5,439,815        13,148,494 
                      =============  =============  ============  ============  ============      ============ 
 
 
 
 
 
 
 32Red Plc 
 Consolidated Statement 
  of Financial Position 
 as at 31 December 2016 
 
                                        Notes         2016         2015 
                                                       GBP          GBP 
 
 Assets 
 Non-current 
 Intangible assets                        8      7,485,893    8,814,700 
 Property, plant and equipment            9      1,239,002    1,061,493 
                                                 8,724,895    9,876,193 
 
 Current 
 Other receivables                               2,736,537    1,393,243 
 Cash and cash equivalents                      10,120,414   10,255,347 
                                               -----------  ----------- 
                                                12,856,951   11,648,590 
                                               -----------  ----------- 
 
 Total assets                                   21,581,846   21,524,783 
                                               ===========  =========== 
 
 Equity 
 Equity attributable to shareholders 
  of 32Red Plc 
 Called up share capital                           170,695      167,360 
 Share premium                                   6,827,218    6,827,218 
 Share option reserve                            1,290,078    1,410,956 
 EBT Reserve                                     (579,312)    (480,272) 
 Retained earnings                               5,439,815    3,429,881 
 Total equity                                   13,148,494   11,355,143 
                                               -----------  ----------- 
 
 Non-current liabilities 
 Trade and other payables                          547,177            - 
                                               -----------  ----------- 
                                                   547,177            - 
                                               ===========  =========== 
 
 Current liabilities 
 Social security and other 
  employee taxes                                    14,004       82,774 
 Trade and other payables                        7,872,171   10,086,866 
                                                 7,886,175   10,169,640 
                                               -----------  ----------- 
 
 Total liabilities                               8,433,353   10,169,640 
                                               ===========  =========== 
 
 Total equity and liabilities                   21,581,846   21,524,783 
                                               ===========  =========== 
 
 
 
 
 
 
 32Red Plc 
 Consolidated Statement of 
  Cash Flows 
 for the year ended 31 December 
  2016 
 
 
                                                                          2016              2015 
                                                                           GBP               GBP 
 
 
 Cash flows from operating 
  activities 
 Profit and total comprehensive 
  income for the year                                                6,305,734           964,298 
 Adjustments for: 
 Amortisation of intangible 
  assets                                                             2,776,030         2,210,979 
 Depreciation of property, 
  plant and equipment                                                  448,474           476,570 
 Impairment loss on intangible 
  fixed assets                                                               -           356,188 
 Share options charge                                                  750,659           555,981 
 Interest income                                                      (11,623)          (22,206) 
 Tax expense                                                           234,978           106,944 
                                                                    10,504,252         4,648,754 
 Change in other receivables                                       (1,343,294)         (463,128) 
 Change in trade and 
  other payables                                                   (1,830,233)         5,258,441 
                                                              ----------------      ------------ 
 Cash generated from 
  operating activities                                               7,330,725         9,444,067 
 Corporation tax paid                                                (141,033)         (139,932) 
                                                              ----------------      ------------ 
 Net cash from operating 
  activities                                                         7,189,692         9,304,135 
                                                              ----------------      ------------ 
 
 Investing activities 
 Interest received                                                      11,623            22,206 
 Additions to intangible assets                                    (1,447,223)       (2,076,723) 
 Cash used in business combinations                                          -       (1,000,000) 
 Additions to property, plant 
  and equipment                                                      (631,698)         (739,179) 
 Disposal of property, 
  plant and equipment                                                    5,715             7,053 
                                                              ----------------      ------------ 
 Net cash used in investing 
  activities                                                       (2,061,583)       (3,786,643) 
                                                              ----------------      ------------ 
  Financing activities 
 Shares issued for cash                                                  3,335                 - 
 Proceeds on disposal 
  of shares by the EBT                                                 254,519            42,825 
 Shares acquired by the 
  EBT                                                                (481,666)         (402,022) 
 Dividends paid during 
  the year                                                         (5,039,230)       (1,952,051) 
                                                              ----------------      ------------ 
 Net cash used in financing 
  activities                                                       (5,263,042)       (2,311,248) 
                                                              ----------------      ------------ 
 
 Cash and cash equivalents, 
  beginning of the year                                             10,255,347         7,049,103 
 Net increase in cash and cash 
  equivalents                                                        (134,933)         3,206,244 
                                                              ----------------      ------------ 
 Cash and cash equivalents, 
  end of the year                                                   10,120,414        10,255,347 
                                                              ================      ============ 
 
 
 

Notes:

 
 1   Accounting policies 
 

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union and issued by the International Accounting Standards Board ('IASB'). These accounting policies comply with each IFRS that is mandatory for accounting periods commencing on or after 1 January 2016. The financial statements have been prepared under the historical cost convention and on a going concern basis.

 
      Operating profit before 
 2     exceptional items                         2016        2015 
                                                  GBP         GBP 
      This is stated after charging 
       the following administrative 
       expenses: 
 
  Auditor's remuneration 
   - audit fees                                47,750      53,500 
  Depreciation of owned property, 
   plant and equipment                        448,474     476,570 
  Amortisation of other 
   intangible assets                        2,776,030   2,210,979 
  Loss on impairment of 
   intangible fixed assets                          -     356,188 
  Operating lease rentals                     291,547     234,900 
  Share options charge                        750,659     555,981 
  Foreign exchange (gains) 
   / losses                                 (236,007)      87,517 
                                           ==========  ========== 
 
 3     Segment information 
 
 

Business segment

For management purposes and for transacting with customers, the Group's operations can be segmented into the following reporting sections:

 
                                                         2016            2015 
                                                          GBP             GBP 
 Casino 
 Net gaming revenue - underlying                   45,612,929      39,361,681 
 Net gaming revenue - Italy                         2,279,278       1,716,390 
 Net gaming revenue - Roxy Palace                  10,569,312       5,205,341 
                                                -------------  -------------- 
                                                   58,461,519      46,283,412 
                                                -------------  -------------- 
 
 Segmental gross profit before 
  marketing costs - underlying                     25,783,718      21,764,943 
 Segmental gross profit before 
  marketing costs - Italy                             953,177         602,307 
 Segmental gross profit before 
  marketing costs - Roxy Palace                     6,117,566       3,787,008 
                                                -------------  -------------- 
                                                   32,854,461      26,154,258 
                                                -------------  -------------- 
 
 Other products 
                                                -------------  -------------- 
 Net gaming revenue                                 3,808,826       2,376,943 
                                                -------------  -------------- 
 
 Segmental gross profit before 
  marketing costs                                   1,412,564         801,065 
                                                -------------  -------------- 
 
 Consolidated 
                                                -------------  -------------- 
 Net gaming revenue                                62,270,345      48,660,355 
                                                =============  ============== 
 
 Gross profit before marketing 
  costs                                            34,267,025      26,955,323 
                                                =============  ============== 
 
 Administrative expenses                         (27,679,973)    (25,318,965) 
 Exceptional items                                   (57,963)       (587,322) 
 Operating profit                                   6,529,089       1,049,036 
                                                =============  ============== 
 
 
 The directors consider that it is not meaningful 
  to distinguish aggregate marketing costs and 
  administrative expenses between the business 
  segments. With the exception of Italy, geographical 
  segment information is not used by management 
  for the measurement of operating performance 
  and is not readily available. 
  Aggregate net assets are split between the business 
  segments as follows: 
                                                         2016            2015 
                                                          GBP             GBP 
 Casino 
 Other receivables - underlying                     2,736,537       1,347,698 
 Other receivables - Italy                                  -          20,647 
 Other receivables - Roxy 
  Palace                                                    -          22,892 
 Cash and cash equivalents 
  - underlying                                      9,244,876       9,444,199 
 Cash and cash equivalents 
  - Italy                                              51,748         122,615 
 Cash and cash equivalents 
  - Roxy Palace                                       784,725         675,981 
 Trade and other payables 
  - underlying                                    (6,888,788)     (9,028,979) 
 Trade and other payables 
  - Italy                                            (74,045)        (43,740) 
 Trade and other payables 
  - Roxy Palace                                     (165,227)       (316,067) 
                                            =================  ============== 
                                                    5,689,826       2,245,246 
                                            =================  ============== 
 Other products 
 Other receivables - underlying                             -           2,006 
 Cash and cash equivalents 
  - underlying                                         39,065          12,552 
 Trade and other payables 
  - underlying                                      (744,111)       (698,080) 
                                                    (705,046)       (683,522) 
                                            =================  ============== 
 
 Consolidated net assets                            4,984,780       1,561,724 
 Other non-current assets                           8,724,895       9,876,193 
 Other no-current liabilities                       (547,178) 
 Social security and other 
  taxes                                              (14,004)        (82,774) 
                                                   13,148,493      11,355,143 
                                            =================  ============== 
 
 
 

Non-current assets are used by all the business segments and a split has not been made by segment because management internally review the assets and liabilities in aggregate. Furthermore "social security and other taxes" relate to all business segments and cannot be split in a meaningful way.

 
 4   Exceptional items 
 
 
                           2016      2015 
                            GBP       GBP 
 GBGA legal costs        57,963    96,973 
 Due Diligence costs          -   126,988 
 Restructuring costs          -   363,541 
                        -------  -------- 
                         57,963   587,322 
                        =======  ======== 
 

During the year, legal costs of GBP57,963 (2015: GBP96,973) were expensed in respect of industry lobbying and legal advice received in connection with the UK Government's proposed Point of Consumption Tax and regulation. As a result of the acquisition and subsequent relocation of the Roxy Palace business during 2015, the Company incurred due diligence costs of GBP126,988 and restructuring costs of GBP363,541 in the prior year.

 
     Finance income and 
 5    costs 
 

The following amounts have been included in the income statement for the reporting periods presented:

 
                                                               2016                                           2015 
                                                                GBP                                            GBP 
 Interest income 
  from 
  short term 
  deposits                                                     11,623                                        22,206 
                       ==============================================  ============================================ 
 
 
 
 6   Earnings per share 
 

Basic earnings per share have been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the relevant financial periods.

The weighted average number of shares used for basic earnings per share amounted to 84,484,016 shares (2015: 78,337,590).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

 
                                             2016         2015 
                                              GBP          GBP 
 
 Net profit attributable 
  to ordinary shares                    6,305,734      964,298 
                                      ===========  =========== 
 
 Weighted average number 
  of ordinary shares: 
 for basic earnings                    84,484,016   78,337,590 
                                      ===========  =========== 
 for diluted earnings                  90,933,203   84,412,146 
                                      ===========  =========== 
 
 Basic earnings per share                   7.46p        1.23p 
                                      ===========  =========== 
 
 Diluted earnings per share                 6.93p        1.14p 
                                      ===========  =========== 
 
 Weighted average number of 
  ordinary shares for basic 
  earnings                             84,484,016   78,337,590 
 Weighted average options 
  and warrants                          6,449,187    6,074,556 
 Weighted average number of 
  ordinary shares for diluted 
  earnings                             90,933,203   84,412,146 
                                      ===========  =========== 
 
 
 
 
 7    Taxation                         2016      2015 
                                        GBP       GBP 
      Analysis of charge 
       in period 
      Current tax: 
  Tax on profit on ordinary 
   activities                       234,978   106,944 
                                   ========  ======== 
 

In 2016, assessable income is taxed in Gibraltar at the mainstream corporate income tax rate of 10% (2015: 10%). The Group's wholly owned subsidiary, 32Red Limited, is liable to corporation tax in the UK at a rate of 20%

 
                                        2016        2015 
                                         GBP         GBP 
 
 Taxable profit                    6,540,712   1,071,242 
 
 Profit on ordinary activities 
  multiplied by the standard 
  rate of corporation 
  tax in Gibraltar of 
  10% (2012: 10%)                    654,071     107,124 
 Effects of: 
 Depreciation in excess 
  of capital allowances              287,007     273,823 
 Expenses not deductible 
  for tax purposes                         -      49,053 
 Income not subject to 
  corporation tax                  (706,099)   (323,056) 
                                  ----------  ---------- 
 Tax charge                          234,978     106,944 
                                  ----------  ---------- 
 Effective tax rate                     3.6%       10.0% 
 
   8      Intangible assets 
 
                              Brand                                 Software 
                         and domain      Player         Website    and other 
                              names    database    develop-ment     licences         Total 
                                GBP         GBP             GBP          GBP           GBP 
 Cost 
 At 1 January 2015        1,013,079     813,015         385,623    2,248,681     4,460,398 
 Additions acquired 
  through business 
  combinations            3,971,047   4,428,953               -            -     8,400,000 
 Additions acquired 
  during the year           778,347           -          43,294      255,082     1,076,723 
 Disposals during 
  the year              (1,167,146)   (672,807)       (318,489)    (759,073)   (2,917,515) 
                       ------------  ----------  --------------  -----------  ------------ 
 At 31 December 
  2015                    4,595,327   4,569,161         110,428    1,744,690    11,019,606 
 Additions acquired 
  during the year           127,102           -          20,516    1,299,605     1,447,223 
 At 31 December 
  2016                    4,722,429   4,569,161         130,944    3,044,295    12,466,829 
                       ============  ==========  ==============  ===========  ============ 
 
 Amortisation 
 At 1 January 2015          458,193     690,975         385,623    1,020,463     2,555,254 
 Charge for the 
  year                      948,183     519,443          34,594      708,759     2,210,979 
 Loss on impairment         356,188           -               -            -       356,188 
 Disposals during 
  the year              (1,167,146)   (672,807)       (318,489)    (759,073)   (2,917,515) 
                       ------------  ----------  --------------  -----------  ------------ 
 At 31 December 
  2015                      595,418     537,611         101,728      970,149     2,204,906 
 Charge for the 
  year                    1,130,530     913,832          25,592      706,076     2,776,030 
 At 31 December 
  2016                    1,725,948   1,451,443         127,320    1,676,225     4,980,936 
                       ============  ==========  ==============  ===========  ============ 
 
 Net book value 
 At 31 December 
  2016                    2,996,481   3,117,718           3,624    1,368,070     7,485,893 
                       ============  ==========  ==============  ===========  ============ 
 At 31 December 
  2015                    3,999,909   4,031,550           8,700      774,541     8,814,700 
                                                 ==============  ===========  ============ 
 
 
   9        Property, plant and equipment 
 
                                          Computer 
                                        and office       Leasehold 
                      Motor vehicles     equipment    improvements       Total 
                                 GBP           GBP             GBP         GBP 
 Cost 
 At 1 January 
  2015                       204,179     2,103,492         319,726   2,627,397 
 Additions during 
  the year                    52,174       506,640         180,363     739,177 
 Disposals during 
  the year                  (35,264)      (95,570)       (277,485)   (408,319) 
                     ---------------  ------------  --------------  ---------- 
 At 31 December 
  2015                       221,089     2,514,562         222,604   2,958,255 
 Additions during 
  the year                    78,541       538,314          14,843     632,698 
 Disposals during 
  the year                  (90,585)             -               -    (90,585) 
 At 31 December 
  2016                       209,045     3,052,876         237,447   3,499,368 
                     ===============  ============  ==============  ========== 
 
 Depreciation 
 At 1 January 
  2015                       115,888     1,482,466         223,104   1,821,458 
 Charge for the 
  year                        42,575       354,313          79,682     476,570 
 Disposals during 
  the year                  (28,211)      (95,570)       (277,485)   (401,266) 
 At 31 December 
  2015                       130,252     1,741,209          25,301   1,896,762 
 Charge for the 
  year                        42,535       362,528          43,411     448,474 
 Disposals during 
  the year                  (84,870)             -               -    (84,870) 
 At 31 December 
  2016                        87,917     2,103,737          68,712   2,260,366 
                     ===============  ============  ==============  ========== 
 
 Net book value 
 As at 31 December 
  2016                       121,128       949,139         168,735   1,239,002 
                     ===============  ============  ==============  ========== 
 As at 31 December 
  2015                        90,837       773,353         197,303   1,061,493 
                     ===============  ============  ==============  ========== 
 
 
   10        Reclassification of comparatives for changes in presentation 

Certain prior year amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations. The reclassifications move certain items of marketing expenditure which were previously considered costs of sale to administrative expenses, better reflecting the fact that they represent variable expenditure and do not correlate directly with net gaming revenue.

 
                             As previously 
 2015 (GBP)                         stated   Reclassification    As restated 
 
 Net Gaming Revenue             48,660,355                  -     48,660,355 
 Cost of Sales                (35,843,110)         14,138,078   (21,705,032) 
 Gross Profit                   12,817,245         14,138,078     26,955,323 
 Administrative expenses       (7,581,169)       (14,238,078)   (21,719,247) 
 EBITDA before share 
  option costs                   5,236,076                  -      5,236,076 
                            ==============  =================  ============= 
 
 
   11        Post Balance Sheet Event 

Recommended Cash Offer for 32Red Plc by Kindred Group plc

On 23 February 2017, the Company announced that it had reached agreement with Kindred Group plc ("Kindred") on the terms of a recommended cash offer pursuant to which Kindred will offer to acquire the entire issued and to be issued share capital of the Company (the "Offer").

Under the terms of the Offer, 32Red Shareholders will be entitled to receive 196p for each 32Red share and will also be entitled to receive and retain a second interim dividend of 4 pence per share (as declared on 23 February 2017). The Offer values the entire issued and to be issued share capital of 32Red on a fully diluted basis at approximately GBP175.6 million.

   12        Publication of Non-Statutory Accounts 

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined under Gibraltar company law.

The summarised Consolidated Statement of Financial Position at 31 December 2016 and the summarised Consolidated Statement of Comprehensive Income, summarised Consolidated Statement of Changes in Equity, summarised Consolidated Statement of Cash Flows and associated notes for the year then ended have been extracted from the Group's 2016 statutory financial statements upon which the auditor's opinion is unqualified and unmodified. The full 2016 statutory financial statements are detailed on the Company's website www.32Redplc.com.

Those financial statements have not yet been delivered to the registrar of companies.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR OKFDBCBKDCNK

(END) Dow Jones Newswires

March 09, 2017 02:00 ET (07:00 GMT)

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