Company Announcements

Annual Results 2021

Source: RNS
RNS Number : 2867J
Gaming Realms PLC
26 April 2022
 

 

Gaming Realms plc

 

(the "Company" or the "Group")

 

Annual Results 2021

 

Strong performance underpinned by increased global presence

 

 

Licensing strategy delivering adjusted EBITDA[1] growth of 69% and adjusted EBITDA of £5.7m[2]

 

Gaming Realms plc (AIM: GMR), the developer and licensor of mobile focused gaming content, announces its annual results for the year ended 31 December 2021 and Q1 highlights for 2022.

 

Gaming Realms' licensing strategy has enabled the Group to grow revenues at high margins during FY21. The Group launched in several new regulated iGaming markets which will provide continued growth in the coming year.

 

 

2021 Financial Highlights:

·      Revenue increased by 29% to £14.7m (2020: £11.4m) for the year

Licensing revenue increased 48% to £11.1m (2020: £7.5m)

Social publishing revenue decreased 8% to £3.6m (2020: 3.9m). On a constant currency basis, the decline was 1%

·      Adjusted EBITDA before share option and related charges increased 71% to £5.7m (2020: £3.3m)

·      EBITDA increased 146% to £5.0m (2020: £2.0m)

Licensing segment generated £6.4m EBITDA (2020: £3.5m)

Social publishing segment generated £1.1m EBITDA (2020: £1.4m)

Head office costs were £2.5m (2020: £2.9m including £0.7m of restructuring costs and impairment charges) due largely to the increase in share option and related charges and growth in business activities

·      Profit after tax for the year of £1.3m (2020: Loss of £1.5m)

·      Year-end cash balance increased to £4.4m (2020: £2.1m)

2021 Operational Highlights:  

·      Increased portfolio to 53 proprietary games on the Group's remote game server ("RGS") (2020: 44)

·      Launched in 2 regulated iGaming markets in the U.S. in Michigan and Pennsylvania

·      Launched in European regulated iGaming markets in Italy, Romania and the Netherlands

·      Launched with 35 new partners for Slingo Originals content including Wynnbet, Sisal, Aspire Global and Goldbet

·      Signed inward brand licensing deals with Everi, Discovery Channel, IGT, Play AGS, Pragmatic Play

·      Increased unique players in licensing business by 48%

·      Prepared for launch in the Ontario, Quebec and Spanish markets

·      Extended brand licensing deal with Scientific Games for Slingo branded lottery instant scratch cards

 

Q1 2022 Highlights:

 

·      Increased licensing revenue 43% in Q1 2022 to £3.0m (Q1 2021: £2.1m)

·      Launched in Spain with Gamesys and Yo Bingo (part of Rank Group)

·      Launched with Loto-Québec

·      Obtained iGaming Supplier Licence from Ontario with subsequent launch earlier this month

·      Released four new Slingo games: Slingo Superspin, Slingo Fire & Ice and Slingo Racing

 


[1] EBITDA is profit before interest, tax, depreciation, amortisation and impairment expenses and is a non-GAAP measure.  The Group uses EBITDA and adjusted EBITDA to comment on its financial performance.  Adjusted EBITDA is EBITA excluding non-recurring material items which are outside the normal scope of the Group's ordinary activities.  Adjusting items in the prior year include management restructuring costs and impairment of financial assets.

[2] Adjusted EBITDA before share option and related charges.

 

Outlook:

Gaming Realms continues to deliver on its strategy of expanding its game portfolio and launching into new regulated markets. In 2021, the Group launched in 5 new regulated markets, including Michigan and Pennsylvania in the U.S., and will continue to grow its market share in these territories during 2022. Since the beginning of 2022, the Group has launched its Slingo portfolio in Spain and, more recently, Canada through the newly launched market in Ontario and with Loto-Québec. With 10 new partners launched to date in 2022, together with the launch of 4 new Slingo games, the Board is confident in the Group's strategy and expectations for the current year. Whilst still early in the year, the Company is currently trading ahead of management expectations and therefore is confident in the outlook for the year.

 

Commenting on the Group's performance, Michael Buckley, Executive Chairman, said:

 

"2021 was another exceptional year for the Group as we expanded our Slingo portfolio and entered new regulated iGaming markets, increasing revenue by 29% and producing a maiden profit for the financial year of £1.3m.

 

"Our core licensing business continued to go from strength to strength as we secured 35 new licensing and distribution partners throughout the year that supported a 48% growth in the number of unique players enjoying our content globally. 

 

"The Group's commitment to increasing our global presence during the period has provided us with a strong foundation on which to deliver further growth in 2022 as we remain focused on expanding our foothold in these territories. Momentum has certainly continued into the year so far, having already released four new games and launched in both Spain and Canada. With additional planned launches in new markets and with new partners in the pipeline, we look forward to providing further updates in due course."

 

An analyst briefing will be held virtually at 9:00am today. To attend, please email gamingrealms@yellowjerseypr.com.

 

 

Enquiries

 

Gaming Realms plc

0845 123 3773

Michael Buckley, Executive Chairman

Mark Segal, CFO

 

 

Peel Hunt LLP - NOMAD and broker

 

020 7418 8900

George Sellar

Andrew Clark

Lalit Bose

 

 

 

Yellow Jersey

 

07747 788 221

Charles Goodwin

Annabel Atkins

Annabelle Wills                                   

 

 

 

About Gaming Realms

Gaming Realms creates and licenses innovative games for mobile, with operations in the UK, U.S., Canada and Malta.  Through its 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.

 

 

 

Executive Chairman's Statement

 

 

Introduction

The Group made excellent progress during the year, increasing revenues by 29% to £14.7m (2020: £11.4m), and adjusted EBITDA by 71% to £5.7m (2020: £3.3m) before share options and related charges. We invested heavily in our proprietary Remote Game Server "RGS" platform, and expanded into multiple regulated markets. We also increased our Slingo Originals game portfolio to 53 with the addition of 10 new games, and licenced Slingo into adjacent markets including our lottery deal for physical scratch cards in North America.

 

This resulted in revenue growth of 48% in our licensing business to £11.1m (2020: £7.5m), and we are continuing to see strong momentum in this area with increased international demand for our Slingo Originals portfolio. With growing distribution via our RGS combined with control of overheads, we were able to increase our EBITDA margin within the licensing division to 57% (2020: 50%).

 

Licensing business highlights:

 

·      Increased library of proprietary games to 53 games in total at year-end.

·      Went live with 35 new partners during the year, all of whom have licensed the Company's Slingo Originals content.

·      Launched in 2 additional regulated iGaming markets in the U.S. being Michigan and Pennsylvania.

·      Launched in 3 regulated iGaming markets in Europe, being Romania, Italy and the Netherlands.

·      Increased unique players in the year by 48% to 3.36m (2020: 2.28m).

·      Signed deals with IGT, Play AGS and Pragmatic Play as partners for new branded Slingo games.

·      With growth in New Jersey, together with launches in Michigan and Pennsylvania in the second half of the year, U.S. content licensing revenues grew 47% in 2021, and by 56% with constant currency conversion.

·      Extended brand licensing deal with Scientific Games for Slingo branded lottery instant scratch games.

 

We continue to operate our Social business as a partially integrated division.  This gives us an opportunity to rebrand our real money games for social users, and monetise them further.  It also keeps the Slingo brand within the Group, and has the advantage of bringing our games to a wider audience, many of whom play for real money as and when they are in a regulated territory.

 

Revenue from Social decreased 8% to £3.6m (2020: £3.9m), but this decline was marginal at 1% on a constant currency basis.  EBITDA decreased to £1.1m (2020: £1.4m), the decline again exaggerated by currency movements. However, the Social business continued to provide a positive cash contribution to the Group.

 

North America

The Group made significant progress during 2021 towards expanding its presence in the U.S. iGaming market beyond New Jersey, being granted additional full iGaming Supplier Licences in the U.S. states of Michigan and Pennsylvania. An application process was started for a supplier license in Ontario, Canada, which was subsequently granted in March 2022. Ontario is likely to be a larger market than any of the currently regulated U.S. states.

 

Capitalising on these opportunities, we signed a number of direct integration and multi-State deals, and the Group now has licensing agreements with the majority of the U.S. iGaming market. These include multi-State deals with BetMGM, Draftkings, Fanduel, Rush Street Interactive, Golden Nugget, Poker Stars, Barstool/PNG, Kindred, Wynn Interactive, Parx, Tropicana/Gamesys and Caesars Entertainment. The Company also has direct integrations with BetMGM, Draftkings, Rush Street Interactive, Fanduel, Golden Nugget, Gamesys, Wynn Interactive and 888.

 

 

Europe

Gaming Realms continued to strengthen its position in the growing European market having successfully launched in the Italian iGaming market with Goldbet and Sisal in January 2021. 

 

In November 2021, Gaming Realms entered the regulated Romanian iGaming market through a partnership agreement with Superbet, the largest digital and retail betting operator in Romania. Superbet now publishes many of the games from the Slingo Original's portfolio.

 

Further bolstering its European presence, Gaming Realms went live in December 2021 with JVH gaming and entertainment group in the newly regulated Dutch market under the Jack's Casino and Sports brand ("Jack's Casino").

 

Board and employees

Despite a number of Covid-19-related challenges during 2021, the Group's senior management and staff demonstrated outstanding teamwork and resilience, and the operational and financial outcomes achieved during the year owe much to their skill and commitment. On behalf of the Board and shareholders, I would like to pass on my sincere thanks to all of them.

 

After joining the Board in 2019, Chris Ash resigned as a Non-Executive Director of the Company in September 2021 given conflicts of interest that could arise from our third-party distribution agreement with 4ThePlayer.com, of which he is a Director. On behalf of the Company, I would like to thank Chris once again for the valuable guidance and strategic advice he provided in scaling our licensing business.

 

Post Period End and Outlook

Gaming Realms continues to focus on the following areas:

 

·      International expansion - particularly in the US and European regulated markets

·      Adding new distributors, operators and licensors

·      Further penetration with existing distributors and operators driven by new games

 

Momentum has continued into 2022, with Gaming Realms focusing on regulated markets and North America in particular.  In this regard, we launched our game portfolio in Ontario on 4 April 2022, having already gone live with Loto Quebec in March.  With the increased number of states we are now in, together with our multi-State deals with the largest operators, we are well placed to gain market share in North America.

 

In January of this year, the Group entered the regulated Spanish market with long-term strategic partner Gamesys (now part of Bally's Corporation) under its Monopoly and Botamania brands and has since launched with Yo Bingo (part of Rank Group).  Looking to the future, we have recently signed a deal with Microgaming, one of the largest distributors of content in the industry, and hope to launch our game portfolio with some of their partners shortly.

 

We have already increased our games portfolio with 4 new games in 2022, and during the course of this year we will introduce new marketing features on our platform.  These developments will maintain and drive stronger relationships with our partners and players.  The Company has made an excellent start to the current year, with licensing revenues increasing by 43% year-on-year for the first quarter of 2022, and unique players increasing by 39% to over 1.5 million in the same period.  This strong performance in the first quarter, combined with new markets and partners coming on stream, leads your Board to believe the Company will continue to grow significantly following its proven successful strategy.

 

 

Michael Buckley

Executive Chairman

 

 

 

 

 

Financial Review

 

 

Overview

The Group's financial results for the year ended 31 December 2021 reflect the continued delivery of the core strategy of scaling the licensing business.

 

The Group delivered total revenue growth of 29% to £14.7m (2020: £11.4m), driven by the performance of the licensing business.

 

For the year, the Group delivered adjusted EBITDA before share option and related charges of £5.7m (2020: £3.3m) which has translated into the Group recording a pre-tax profit of £1.0m compared with a £1.6m loss in the previous year.

 

The £1.0m pre-tax profit represents a £2.6m increase on the previous year (2020: £1.6m pre-tax loss).  This is materially explained by; the £2.0m increase in adjusted EBITDA generated in the current year, no adjusting items in the current year (2020: £0.9m total charge for restructuring expenses and an impairment against financial assets), offset by a £0.2m increase in the current year amortisation charge and £0.1m higher net finance costs.

 

The table below sets out the split of revenue and adjusted EBITDA:

 

 

Licensing

Social Publishing

Head office

Total

2021

£

£

£

£

Revenue

11,100,085

3,567,616

-

14,667,701

Marketing expense

(20,348)

(282,579)

(76,303)

(379,230)

Operating expense

(1,209,530)

(992,789)

-

(2,202,319)

Administrative expense

(3,325,714)

(1,228,709)

(1,856,570)

(6,410,993)

Share option and related charges

(170,062)

(7,441)

(521,691)

(699,194)

Adjusted EBITDA

6,374,431

1,056,098

(2,454,564)

4,975,965

 

 

 

 

 

 

 

 

 

 

 

Licensing

Social Publishing

Head office

Total

2020

£

£

£

£

Revenue

7,515,114

3,885,971

2,401

11,403,486

Marketing expense

(18,528)

(242,667)

(94,199)

(355,394)

Operating expense

(1,070,766)

(1,161,266)

-

(2,232,032)

Administrative expense

(2,610,275)

(1,090,014)

(1,803,905)

(5,504,194)

Share option and related charges

(70,764)

(6,906)

(294,674)

(372,344)

Adjusted EBITDA

3,744,781

1,385,118

(2,190,377)

2,939,522

 

 

Performance

Year-on-year Group revenues increased 29% to £14.7m (£2020: £11.4m) due to the strong performance of the licensing segment, offset by an 8% decline in social publishing revenues in the year.

 

The overall Group generated adjusted EBITDA of £5.0m (2020: £2.9m) and £5.7m before share option and related charges (2020: £3.3m).  Adjusting items in the prior year relate to management restructuring costs and impairment of financial assets, while there were no such costs in the current year.

 

Operating expenses incurred remained stable compared with the previous year at £2.2m (2020: £2.2m).  Between the segments this was split between a £0.1m increase in revenue associated operational costs in the licensing segment offset against £0.2m lower operational costs in the social publishing division due to revenue driven costs falling in line with segmental revenues.

 

Adjusted administrative expenses increased to £6.4m (2020: £5.5m) predominantly due to increased staff costs in the licensing segment required to deliver the segments growth, along with other incremental business expansion costs.

 

Licensing

Licensing segment revenues increased 48% to £11.1m (2020: £7.5m).  This can be split as:

 

·      Content licensing revenue growth of 36% to £9.1m (2020: £6.7m); and

·      Brand licensing revenue increasing 137% to £2.0m (2020: £0.9m).

The segment delivered £6.4m adjusted EBITDA (2020: £3.7m).

 

Content licensing

Growth in the content licensing business remains the key focus of the Group.  The current year performance reflects the successful implementation of the Group's strategy of growing the games portfolio and increasing the distribution footprint to an increased number of operators in Europe and the U.S.

 

During 2021 the Group began operating with partners in 5 new regulated markets; Italy, Romania, the Netherlands, and the U.S. states of Michigan and Pennsylvania. After the year-end, the Group was awarded an iGaming supplier license within the Canadian province of Ontario and started trading in April 2022.  The Group also started trading in the Spanish regulated market in January 2022.

 

Outside of going live with partners in these newly entered regulated markets, we also went live with a further 18 partners during 2021 in existing markets in Europe and New Jersey. This has been further bolstered with an additional 10 partners going live in 2022 to date in these jurisdictions.

 

The strong operational leverage and largely fixed cost base of the segment's content business model allowed total expenses (excluding share option and related costs) to increase by 23% to £4.6m (2020: £3.7m) compared to the 36% content licensing revenue increase.

 

The Group released 10 new Slingo games to the market during 2021, including Slingo Starburst and Slingo Lucky Larry's Lobstermania.  Due to the popularity of Slingo as a genre amongst our partners and players, in addition to these new Slingo games, a number of partner themed Slingo and table games were released to the market during the year.

 

A key focus of the segment remains identifying and partnering with the leading gaming brands in the market, in order to bring the best possible content to players.  During the year we released new Slingo game collaborations with key partners including King Show Games, NetEnt and Pragmatic Play.  Further agreements were entered into during the year for the development of innovative new Slingo collaborations, which will be released to the market in 2022.

 

Revenues from North America continue to be a focus for the segment, and in 2021 increased to £4.5m (2020: £2.4m), representing 40% of total licensing revenues (2020: 32%).  We anticipate this to increase further in 2022 with a full year of trading in Michigan and Pennsylvania, as well as the impact of the recent entry into the Ontario market and expected entry into the Connecticut market later in 2022.

 

Brand licensing

The significant £1.1m increase in brand licensing revenues in 2021 compared with the prior year is predominantly the result of a significant deal completed in the year. 

 

The Group's Slingo brand is well-known by consumers, which allows us to license this brand into adjacent markets where the right opportunities arise.

 

Social publishing

The Group's social publishing business saw an 8% decline in revenues to £3.6m (2020: £3.9m), largely as a result of currency headwinds experienced during 2021, with the majority of the segments transactions denominated in U.S. Dollars.  At constant currency, the revenue of the segment would have decreased by 1% as opposed to the reported 8%.

 

Operational costs, which are largely driven by revenues, reduced by 15% from the previous year to £1.0m (2020: £1.2m). 

 

Marketing expenses of £0.3m were incurred (2020: £0.2m) with the aim of driving player activity and revenues.

 

The 13% increase in segmental administrative expenses is due to investment in the development and operational team.  In recent years there has been a successful implementation of cost controls, which has resulted in the segment having a stable fixed cost base.  Excluding staff costs, segmental administrative expenses remained stable with the prior year, increasing 3%.

 

As a result, the segment delivered £1.1m adjusted EBITDA for the year, a 24% reduction on the £1.4m in 2020.

 

Cashflow, Balance Sheet and Going Concern

Net cash increased by £2.3m in 2021 (2020: decreased by £0.5m) to £4.4m at 31 December 2021 (2020: £2.1m). 

 

The current year increase in net cash was largely driven through the £5.0m cash inflow from operating activities (2020: £2.0m) and £1.0m deferred consideration received (2020: £Nil), offset by the £3.4m of development costs capitalised in the year (2020: £2.4m).  

 

The £1.0m increase in development costs capitalised in 2021 compared with the previous year is a function of the Group investing in the development teams in both the licensing and social publishing segments, to enable the delivery of an expanded games portfolio in both segments, and to develop and enhance the Group's proprietary RGS with new tools, features and capabilities to cater for the demands of expanding partner and territory numbers.

 

During the year, the Group received £1.0m from River Tech plc ("River") for full and final settlement of the deferred consideration receivable, certain other receivable balances, and various legal proceedings and out of court disputes between the parties.

 

Net assets totaled £13.1m (2020: £10.9m).

 

The prolonged COVID-19 pandemic has brought significant uncertainty to global markets and economies, including the real money gambling sector. The Directors have performed qualitative and quantitative assessments of the associated risks facing the business and its ability to meet its short and medium-term forecasts.  The forecasts were subject to stress testing to analyse the reduction in forecast revenues required to bring about insolvency of the Company unless capital was raised.  In such cases it is anticipated that mitigation actions, such as reduction in overheads could be implemented to stall such an outcome.

 

The Directors confirm their view that they have carried out a robust assessment of the emerging and principal risks facing the business.  As a result of the assessment performed, the Directors consider that the Group has adequate resources to continue its normal course of operations for the foreseeable future. 

 

Dividend

During the year, Gaming Realms did not pay an interim or final dividend. The Board of Directors are not proposing a final dividend for the current year.

 

Corporation and deferred taxation

The Group received £0.1m (2020: £0.05m) in research and development credits in Canada.  A current year tax credit of £0.3m (2020: £0.05m) largely relates to the unwind of deferred tax of £0.1m (2020: £0.1m) which arose on prior year business combinations. 

 

 

Mark Segal

Chief Financial Officer

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2021

 

 

 

 

2021

2020

 

 

 £

 £

 Revenue

 

                   14,667,701

                 11,403,486

 Marketing expenses

 

                      (379,230)

                    (355,394)

 Operating expenses

 

                   (2,202,319)

                 (2,232,032)

 Administrative expenses

 

                   (6,410,993)

                 (5,971,970)

 Impairment of financial asset

 

                                -  

                    (449,422)

 Share option and related charges

 

                      (699,194)

                    (372,344)

 

 

 

 

 Adjusted EBITDA

 

                    4,975,965

                  2,939,522

 Impairment of financial asset

 

                                -  

                    (449,422)

 Restructuring expenses

 

                                -  

                    (467,776)

 EBITDA

 

                    4,975,965

                  2,022,324

 

 

 

 

 Amortisation of intangible assets

 

                   (3,064,299)

                 (2,817,043)

 Depreciation of property, plant and equipment

 

                      (216,834)

                    (216,323)

 Impairment of property, plant and equipment

 

                                -  

                      (22,876)

 Impairment of goodwill

 

                        (73,677)

                              -  

 Finance expense

 

                      (689,935)

                    (882,032)

 Finance income

 

                         26,496

                     333,664

 Profit / (loss) before tax

 

                       957,716

                 (1,582,286)

 Tax credit

 

                       296,436

                       48,229

 Profit / (loss) for the financial year

 

                    1,254,152

                 (1,534,057)

 Other comprehensive income / (loss)

 

 

 

 Items that will or may be reclassified to profit or loss:

 

 

 

 Exchange gain / (loss) arising on translation of foreign operations

 

                         39,153

                    (226,666)

 Total other comprehensive income / (loss)

 

                         39,153

                    (226,666)

 Total comprehensive income / (loss)

 

                    1,293,305

                 (1,760,723)

 Profit / (loss) attributable to:

 

 

 

 Owners of the parent

 

                    1,257,698

                 (1,527,964)

 Non-controlling interest

 

                          (3,546)

                        (6,093)

 

 

                    1,254,152

                 (1,534,057)

 Total comprehensive income / (loss) attributable to:

 

 

 

 Owners of the parent

 

                    1,296,851

                 (1,754,630)

 Non-controlling interest

 

                          (3,546)

                        (6,093)

 

 

                    1,293,305

                 (1,760,723)

 

 

 

 

 Profit / (loss) per share

 

Pence

Pence

 Basic

 

0.44

(0.54)

 Diluted

 

0.42

(0.54)

 

 

 

 

 

 

Consolidated Statement of Financial Position

As at 31 December 2021

 

 

 

 

31 December
2021

31 December
2020

 

 

 £

 £

 Non-current assets

 

 

 Intangible assets

11,815,598

11,137,123

 Other investments

-

401,291

 Property, plant and equipment

484,578

560,793

 Other assets

 

150,646

150,528

 

 

12,450,822

12,249,735

 Current assets

 

 

 Trade and other receivables

3,260,687

2,343,739

 Deferred consideration

-

972,554

 Finance lease asset

-

140,058

 Cash and cash equivalents

 

4,412,375

2,105,167

 

7,673,062

5,561,518

 Total assets

 

20,123,884

17,811,253

 Current liabilities

 

 

 Trade and other payables

2,241,114

1,943,714

 Lease liabilities

172,887

343,859

 Other Creditors

3,489,278

-

 Derivative liabilities

 

744,000

-

 

 

6,647,279

2,287,573

 Non-current liabilities

 

 

 Other Creditors

-

3,304,870

 Derivative liabilities

-

627,000

 Deferred tax liability

199,876

320,913

 Lease liabilities

 

168,227

340,175

 

 

368,103

4,592,958

 Total liabilities

 

7,015,382

6,880,531

 Net assets

 

13,108,502

10,930,722

 Equity

 

 

 Share capital

28,970,262

28,664,731

 Share premium

87,370,856

87,258,166

 Merger reserve

 

(67,673,657)

(67,673,657)

 Foreign exchange reserve

 

1,418,269

1,379,116

 Retained earnings

 

(36,977,228)

(38,768,257)

 Total equity attributable to owners of the parent

 

13,108,502

10,860,099

 Non-controlling interest

 

-

70,623

 Total equity

 

13,108,502

10,930,722

 

 

 

 

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2021

 

 

 

 

2021

2020

 

 

£

 £

 Cash flows from operating activities

 

 

 

 Profit / (loss) for the financial year

 

1,254,152

(1,534,057)

 Adjustments for:

 

 

 

 Depreciation of property, plant and equipment

 

216,834

216,323

 Impairment of property, plant and equipment

 

-

22,876

 Loss / (profit) on disposal of property, plant and equipment

 

2,125

(1,000)

 Loss on disposal of intangible assets

 

(2,004)

-

 Impairment of goodwill

 

73,677

-

 Amortisation of intangible fixed assets

 

3,064,299

2,817,043

 Impairment of financial asset

 

-

449,422

 Finance income

 

(26,496)

(333,664)

 Finance expense

 

689,935

882,032

 Income tax credit

 

(296,436)

(48,229)

 Exchange differences

 

22,374

(54,940)

 Share based payment expense

 

466,254

330,308

 Increase in trade and other receivables

 

(745,778)

(463,237)

 Increase / (decrease) in trade and other payables

 

208,400

(233,543)

 Net cash flows from operating activities before taxation

 

4,927,336

2,049,334

 Net tax received / (paid) in the year

 

40,439

(33,717)

 Net cash flows from operating activities

 

4,967,775

2,015,617

 

 

 

 

 Investing activities

 

 

 

 Acquisition of property, plant and equipment

 

(141,546)

(30,143)

 Acquisition of intangible assets

 

(323,608)

-

 Capitalised development costs

 

(3,435,308)

(2,440,559)

 Proceeds from disposal of property, plant and equipment

 

-

1,000

 Disposal of other investments

 

362,436

-

 Interest received

 

145

47

 Finance lease asset - sublease receipts

 

146,505

163,324

 Net cash used in investing activities

 

(3,391,376)

(2,306,331)

 

 

 

 

 Financing activities

 

 

 

 Receipt of deferred consideration

 

972,554

-

 Principal paid on lease liability

 

(388,494)

(300,086)

 Issue of share capital on exercise of options

 

418,221

281,613

 Interest paid

 

(215,169)

(225,516)

 Net cash from / (used in) financing activities

 

787,112

(243,989)

 Net increase / (decrease) in cash and cash equivalents

 

2,363,511

(534,703)

 Cash and cash equivalents at beginning of year

 

2,086,785

2,608,455

 Exchange (loss) / gain on cash and cash equivalents

 

(37,921)

13,033

 Cash and cash equivalents at end of year

 

4,412,375

2,086,785

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2021

 

 

 

 Share capital

 Share premium

 Merger reserve

 Foreign Exchange Reserve

 Retained earnings

 Total to equity holders of parents

 Non-controlling interest

 Total equity

 

 £

 £

 £

 £

 £

 £

 £

 £

 1 January 2020

28,442,874

87,198,410

(67,673,657)

1,605,782

(37,570,601)

12,002,808

76,716

12,079,524

 Loss for the year

-

-

-

-

(1,527,964)

(1,527,964)

(6,093)

(1,534,057)

 Other comprehensive income

-

-

-

(226,666)

-

(226,666)

-

(226,666)

 Total comprehensive income for the year

-

-

-

(226,666)

(1,527,964)

(1,754,630)

(6,093)

(1,760,723)

 Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 Share-based payment on share options

-

-

-

-

330,308

330,308

-

330,308

 Exercise of options

221,857

59,756

-

-

-

281,613

-

281,613

 31 December 2020

28,664,731

87,258,166

(67,673,657)

1,379,116

(38,768,257)

10,860,099

70,623

10,930,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 1 January 2021

28,664,731

87,258,166

(67,673,657)

1,379,116

(38,768,257)

10,860,099

70,623

10,930,722

 Profit for the year

-

-

-

-

1,257,698

1,257,698

(3,546)

1,254,152

 Other comprehensive income

-

-

-

39,153

-

39,153

-

39,153

 Total comprehensive income for the year

-

-

-

39,153

1,257,698

1,296,851

(3,546)

1,293,305

 Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 Share-based payment on share options

-

-

-

-

466,254

466,254

-

466,254

 Exercise of options

305,531

112,690

-

-

-

418,221

-

418,221

 Recycling of non-controlling interest

-

-

-

-

67,077

67,077

(67,077)

-

 31 December 2021

28,970,262

87,370,856

(67,673,657)

1,418,269

(36,977,228)

13,108,502

-

13,108,502

 

 

 

 

 

Notes to the Consolidated Financial Statements

For the year ended 31 December 2021

 

1.    Accounting policies

General information

 

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

 

The Company is admitted to trading on the Alternative Investment Market (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, SE1 8QH.

 

The consolidated financial statements are presented in British Pounds Sterling.

 

Basis of preparation

The Group financial statements have been prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and on a basis consistent with those policies set out in our audited financial statements for the year ended 31 December 2021.

 

The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 December 2021 or 31 December 2020.

 

Statutory accounts for the year ended 31 December 2020 have been filed with the Registrar of Companies and those for the year ended 31 December 2021 will be delivered to the Registrar in due course; both have been reported on by independent auditors.  The independent auditor's report for the year ended 31 December 2021 is unmodified.

 

The independent auditor's reports on the Annual Report and Accounts for the year ended 31 December 2021 and 31 December 2020 were unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

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.

 

The Group prepares cash flow forecasts and re-forecasts at least bi-annually as part of the business planning process.  The Directors have reviewed forecast cash flows for the period to December 2024, which include the potential repayment of the convertible loan in December 2022, and consider that the Group will have sufficient cash resources available to meet its liabilities as they fall due for at least the forthcoming 12 months from the date of the approval of the financial statements. 

 

Given the economic uncertainty resulting from the ongoing Covid-19 pandemic, these cash flow forecasts have been subject to short- and medium-term stress testing, scenario modelling and sensitivity analysis through to June 2023, which the Directors consider sufficiently robust.  Scenarios considered include but are not limited to; failure to expand into planned new regulated jurisdictions during the forecast period and a significant reduction in trading cash flows compared to Group forecasts.  The Directors note that in an extreme scenario, the Group also has the option to rationalise its cost base including cuts to discretionary capital, marketing and overhead expenditure.  The Directors consider that the required level of change to the Group's forecast cash flows to give a rise to a material risk over going concern are sufficiently remote.

 

Accordingly, these financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Group and the Company will realise its assets and discharge its liabilities in the normal course of business.  Management has carried out an assessment of the going concern assumption and has concluded that the Group and the Company will generate sufficient cash and cash equivalents to continue operating for the next 12 months.

 

 

 

Adoption of new and revised standards

There were no new standards, amendments or interpretations that were relevant to the Group for the year ended 31 December 2021.

 

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

 

The following amendments are effective for the period beginning 1 January 2022:

 

·      Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);

·      Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);

·      Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and

·      References to Conceptual Framework (Amendments to IFRS 3).

 

The following amendments are effective for the period beginning 1 January 2023:

 

·      Disclosure of Accounting Policies (Amendments to ISA 1 and IFRS Practice Statement 2);

·      Definition of Accounting Estimates (Amendments to IAS 8); and

·      Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

 

The Group is currently assessing the impact of these new accounting standards and amendments. 

 

Business combinations

On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired, including separately identifiable intangible assets, is recognised as goodwill. Any discount on acquisition, i.e. where the cost of acquisition is below the fair value of the identifiable net assets acquired, is credited to the Statement of Comprehensive Income in the period of acquisition.

 

 

2.    Adjusted EBITDA

EBITDA and adjusted EBITDA are non-GAAP measures and exclude exceptional items, depreciation, and amortisation. Exceptional items are those items the Group considers to be non-recurring or material in nature that may distort an understanding of financial performance or impair comparability.

 

Adjusted EBITDA is stated before exceptional items as follows:

 

 

 

2021

2020

 

 

 £

 £

 Impairment of financial asset

 

-

(449,422)

 Restructuring costs

 

-

(467,776)

Adjusting items

 

-

(917,198)

 

Restructuring costs

Restructuring costs of £467,776 in the prior year related to a management restructure following the change in focus to the licensing business.  No such costs were incurred in 2021.

 

 

 

Impairment of financial asset

In the prior year, an impairment provision of £449,422 was recorded in the income statement following management's expected credit loss review performed over its deferred consideration and trade and other receivables balances.  The provision was split between deferred consideration (£527,446) and other receivables (credit of £78,024).  No such impairments were recognised in 2021.

 

 

3.    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 2 reportable operating segments:

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

·      Social Publishing - providing freemium games to the US

 

 

 Licensing

 Social publishing

 Head Office

 Total

2021

 £

 £

 £

 £

 Revenue

         11,100,085

           3,567,616

                      -  

         14,667,701

 Marketing expense

              (20,348)

             (282,579)

              (76,303)

             (379,230)

 Operating expense

          (1,209,530)

             (992,789)

                      -  

          (2,202,319)

 Administrative expense

          (3,325,714)

          (1,228,709)

          (1,856,570)

          (6,410,993)

 Share option and related charges

             (170,062)

                (7,441)

             (521,691)

             (699,194)

 Adjusted EBITDA

           6,374,431

           1,056,098

          (2,454,564)

           4,975,965

 Impairment of financial asset

 

 

 

                      -  

 Restructuring expenses

 

 

 

                      -  

 EBITDA

 

 

 

           4,975,965

 Amortisation of intangible assets

 

 

 

          (3,064,299)

 Depreciation of property, plant and equipment

 

 

 

             (216,834)

 Impairment of goodwill

 

 

 

              (73,677)

 Finance expense

 

 

 

             (689,935)

 Finance income

 

 

 

               26,496

 Profit before tax

 

 

 

              957,716

 

 

 

 

 Licensing

 Social
publishing

 Head Office

 Total

2020

 £

 £

 £

 £

 Revenue

           7,515,114

           3,885,971

                 2,401

         11,403,486

 Marketing expense

              (18,528)

             (242,667)

              (94,199)

             (355,394)

 Operating expense

          (1,070,766)

          (1,161,266)

                      -  

          (2,232,032)

 Administrative expense

          (2,610,275)

          (1,090,014)

          (1,803,905)

          (5,504,194)

 Share option and related charges

              (70,764)

                (6,906)

             (294,674)

             (372,344)

 Adjusted EBITDA

           3,744,781

           1,385,118

          (2,190,377)

           2,939,522

 Impairment of financial asset

 

 

 

             (449,422)

 Restructuring expenses

 

 

 

             (467,776)

 EBITDA

 

 

 

           2,022,324

 Amortisation of intangible assets

 

 

 

          (2,817,043)

 Depreciation of property, plant and equipment

 

 

 

             (216,323)

 Impairment of property, plant and equipment

 

 

 

              (22,876)

 Finance expense

 

 

 

             (882,032)

 Finance income

 

 

 

              333,664

 Loss before tax

 

 

 

          (1,582,286)

 

 

4.   finance income and expense

 

 

2021

2020

 

 £

 £

 Finance income

 

 

 Interest received

                         145

                           47

 Fair value gain on other investments

                           -  

                   111,780

 Interest income on unwind of deferred income

                     19,087

                           -  

 Interest income on unwind of finance lease asset

                      7,264

                     20,500

 Interest income on unwind of deferred consideration receivable

                           -  

                   201,337

 Total finance income

                     26,496

                   333,664

 

 

 

 Finance expense

 

 

 Bank interest paid

                     20,238

                     18,663

 Fair value loss on other investments

                     38,855

                           -  

 Fair value movement on derivative liability

                   117,000

                   355,000

 Effective interest on other creditor

                   468,339

                   437,050

 Interest expense on lease liability

                     45,503

                     71,319

 Total finance expense

                   689,935

                   882,032

 

 

 

 

5.   tax credit

 

 

2021

2020

 

 £

 £

 Current tax

 

 

 Current tax credit / (charge)

38,310

(93,997)

 Adjustment for current tax of prior periods

4,952

(34,232)

 R&D tax credit for the year

130,878

46,127

 Total current tax

174,140

(82,102)

 Deferred tax

 

 

 Unwind of deferred tax

122,296

130,331

 Total deferred tax credit

122,296

130,331

Total tax credit

296,436

48,229

 

The reasons for the difference between the actual tax credit for the period and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

 

 

2021

2020

 

 £

 £

 Profit / (loss) before tax for the year

957,716

(1,582,286)

 Expected tax at effective rate of corporation tax in the UK of 19.0% (2020: 19.0%)

181,966

(300,634)

 Expenses not deductible for tax purposes

274,425

3,369

 Effects of overseas taxation

(38,310)

93,997

 Adjustment for tax in respect of prior periods

(4,952)

34,233

 Research and development tax credit

(130,878)

(46,127)

 Timing difference

(136,257)

12,745

 Relief for losses brought forward

(781,569)

-

 Tax losses for which no deferred tax assets have been recognised

461,435

284,519

 Unwind of deferred taxes recognised on business acquisitions

(122,296)

(130,331)

 

(296,436)

(48,229)

 

 

6.   EARNINGS / (LOSS) per share

Basic earnings / (loss) per share is calculated by dividing the result attributable to ordinary shareholders by the weighted average number of shares in issue during the year. The calculation of diluted EPS is based on the result attributable to ordinary shareholders and weighted average number of ordinary shares outstanding after adjusting for the effects of all dilutive potential ordinary shares.  The Group's potentially dilutive securities consist of share options and a convertible loan.  The convertible loan is anti-dilutive and so is ignored in calculating diluted EPS.

 

 

 

 

 

 

 

2021

2020

 

 £

 £

 

 

 

 Profit / (loss) after tax attributable to the owners of the parent Company

1,257,698

(1,527,964)

 

 

 

 

 Number

 Number

 Denominator - basic

 

 

 Weighted average number of ordinary shares

288,496,688

285,165,652

 

 

 

 Denominator - diluted

 

 

 Weighted average number of ordinary shares

288,496,688

285,165,652

 Weighted average number of option shares

13,140,665

-

 Weighted average number of shares

301,637,353

285,165,652

 

 

 

 

 Pence

 Pence

 Basic earnings / (loss) per share

0.44

(0.54)

 Diluted earnings / (loss) per share

0.42

(0.54)

 

7.   Intangible assets

 

 

 Goodwill

 Customer database

 Software

 Development costs

 Licenses

 Domain names

 Intellectual Property

 Total

 

 £

 £

 £

 £

 £

 £

 £

 £

 Cost

 

 

 

 

 

 

 

 

 At 1 January 2020

6,849,048

1,520,509

1,420,374

11,798,373

-

9,053

5,962,772

27,560,129

 Additions

-

-

-

2,440,559

-

-

-

2,440,559

 Disposals

-

-

-

-

-

-

-

-

 Exchange differences

(151,829)

(44,859)

(36,151)

(6,040)

-

(268)

(176,593)

(415,740)

 At 31 December 2020

6,697,219

1,475,650

1,384,223

14,232,892

-

8,785

5,786,179

29,584,948

 Additions

-

-

76,286

3,435,308

247,322

-

-

3,758,916

 Disposals

(73,677)

-

(212,215)

(198,043)

-

-

-

(483,935)

 Exchange differences

50,382

14,886

14,122

-

-

89

58,568

138,047

 At 31 December 2021

6,673,924

1,490,536

1,262,416

17,470,157

247,322

8,874

5,844,747

32,997,976

 

 

 

 

 

 

 

 

 

 Accumulated amortisation and impairment

 

 

 

 

 

 

 At 1 January 2020

1,650,000

1,520,509

1,420,374

7,986,035

-

9,053

3,271,605

15,857,576

 Amortisation charge

-

-

-

2,050,390

-

-

766,653

2,817,043

 Disposals

-

-

-

-

-

-

-

-

 Exchange differences

-

(44,859)

(36,151)

(5,680)

-

(268)

(139,836)

(226,794)

 At 31 December 2020

1,650,000

1,475,650

1,384,223

10,030,745

-

8,785

3,898,422

18,447,825

 Amortisation charge

-

-

31,978

2,269,464

43,469

-

719,388

3,064,299

 Impairment

73,677

-

-

-

-

-

-

73,677

 Disposals

(73,677)

-

(212,215)

(200,047)

-

-

-

(485,939)

 Exchange differences

-

14,886

14,122

2,227

-

89

51,192

82,516

 At 31 December 2021

1,650,000

1,490,536

1,218,108

12,102,389

43,469

8,874

4,669,002

21,182,378

 

 

 

 

 

 

 

 

 

 Net book value

 

 

 

 

 

 

 

 

 At 31 December 2020

5,047,219

-

-

4,202,147

-

-

1,887,757

11,137,123

 At 31 December 2021

5,023,924

-

44,308

5,367,768

203,853

-

1,175,745

11,815,598

 

 

8.   Deferred consideration

 

 

 

 £

 At 1 January 2020

 

1,298,663

 Interest recognised as finance income on 2019 disposal

 

201,337

 Impairment recognised

 

(527,446)

 At 31 December 2020

 

972,554

 Deferred consideration received in the year

 

(972,554)

 At 31 December 2021

 

-

 

During 2019, the Group disposed of its B2C real money gaming CGU.  As part of this transaction the Group was due £1.5m deferred consideration on 31 December 2020, which was discounted at inception.  During 2020, interest income of £201,337 was recognised within finance income on the unwind of the balance, while an impairment provision of £527,446 was recorded in the income statement following managements impairment assessment.

 

During the current year, on 1 April 2021 the Group received £1.0m from River for full and final settlement of the deferred consideration receivable, certain other receivable balances, and various legal proceedings and other out of court disputes between the parties.

 

 

9.   Arrangement with GAMESYS GROUP PLC

In December 2017 the Group entered into a complex transaction with Gamesys Group plc and group companies (together "Gamesys 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.  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 carries interest at 3-month LIBOR plus 5.5%, which has been updated to a fixed 5.75% following the cessation of LIBOR on 31 December 2021. It is secured over the Group's Slingo assets and business. At any time after the first year, Gamesys Group plc 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 Gamesys Group plc. 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 at 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 31 December 2021 was £0.7m (2020: £0.6m) 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 initial rate used to discount future cashflows was 14.1%, being the Group's incremental borrowing rate. This 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 cashflows are based on 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 to provide free services.

 

 

 Fair value of debt host

 Obligation to provide free services

 Fair value of derivative Liability

 Total

 

 £

 £

 £

 £

 At 1 January 2020

2,925,673

201,000

272,000

3,398,673

 Utilisation of free services

-

(52,000)

-

(52,000)

 Effective interest

437,050

-

-

437,050

 Interest paid

(206,853)

-

-

(206,853)

 Change in fair value

-

-

355,000

355,000

 At 31 December 2020

3,155,870

149,000

627,000

3,931,870

 

 

 

 

 

 At 1 January 2021

3,155,870

149,000

627,000

3,931,870

 Utilisation of free services

-

(89,000)

-

(89,000)

 Effective interest

468,339

-

-

468,339

 Interest paid

(194,931)

-

-

(194,931)

 Change in fair value

-

-

117,000

117,000

 At 31 December 2021

3,429,278

60,000

744,000

4,233,278

 

 

10.  Share capital

Ordinary shares

 

 

2021

2021

2020

2020

 

 Number

 £

 Number

 £

 Ordinary shares of

289,702,626

28,970,262

286,647,315

28,664,731

 10 pence each

 

The increase of 3,055,311 ordinary shares relates to the exercise of share options during the year.  The total amount received by the Company for the exercise price settlement was £418,221, which has been recorded as an increase in share capital and share premium as follows:

 

 

 £

 Share capital

305,531

 Share premium

112,690

 

418,221

 

 

11.  POST BALANCE SHEET EVENTS

On 6 January 2022, 3,900,000 share options were granted to certain Directors and employees of the Group.  The options vest in tranches on 15 October 2022, 2023 and 2024.  All options have an exercise price of 32.5 pence per share.

 

On 23 February 2022, Bally's Corporation (owner of Gamesys Group) exercised their option to convert £500,000 of the £3,500,000 convertible loan into Gaming Realms plc ordinary shares.  This resulted in the issue of 2,170,817 new ordinary shares.

 

On 4 March 2022, the Group was awarded a full iGaming supplier license by the Alcohol and Gaming Commission of Ontario to allow the Group to provide its Slingo Original's game content to Ontario's licensed online casino operators.  Following this, the Group launched its content on 4 April 2022, the first day the newly regulated market opened.

 

 

 

 

 

 

 

 

 
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