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GAN Gan Plc

225.00
0.00 (0.00%)
14 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Gan Plc LSE:GAN London Ordinary Share GB00BGCC6189 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 225.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

GAN PLC Half-year Report (0334S)

28/09/2017 7:01am

UK Regulatory


Gan (LSE:GAN)
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TIDMGAN

RNS Number : 0334S

GAN PLC

28 September 2017

LONDON STOCK EXCHANGE (LSE): GAN | IRISH STOCK EXCHANGE (ISE): GAME

2017 Half Year Report

Maiden Positive H1 clean EBITDA for the Period ended June 30, 2017

   LSE: GAN                             ISE: GAME 

London & Dublin | September 28, 2017: GAN plc ("GAN" or the "Group"), a leading B2B supplier of Internet gaming enterprise software-as-a-service solutions to the US land-based casino Industry, announces its results for the six months ended June 30, 2017.

GAN is pleased to report its maiden positive clean EBITDA(1) during a half-year period as a public company with trading for the remainder of the current financial year ahead of management expectations.

Financial Overview

   --     17% increase in gross income to GBP18.6m (H1 2016: GBP15.9m) 
   --     Group Net Revenue of GBP4.1m (H1 2016: GBP3.9m), an increase of 6% 

o Recurring revenues grew by 24% YoY and now account for 86% of Net Revenue

o The US and Italy accounted for 63% and 31% of Net Revenue respectively

   --     Maiden positive H1 clean EBITDA(1) of GBP24,000 (H1 2016: loss of GBP0.5m) 
   --     Loss after tax of GBP2.0m (H1 2016: Loss after tax of GBP2.3m) 
   --     Basic loss per share of GBP0.03 (H1 2016: loss per share GBP0.04) 
   --     Cash and cash equivalents at June 30, 2017 of GBP3.3m (GBP3.2m at December 31, 2016) 

o Successfully completed Company's first debt issuance, raising gross proceeds of GBP2.0m in Q2 2017, positioning the Group for further growth

   --     Net Assets at June 30, 2017 of GBP9.0m (H1 2016: GBP10.5m) 

Operational Overview and Current Developments

-- Launched Simulated Gaming for five (5) new clients in the US during H1 2017 bringing total portfolio of live US casino operator clients to 13 as on June 30, 2017 (as on June 30, 2016: 5)

-- Executed definitive agreements to launch a real money Overseas Internet Casino for a major US casino operator to launch in Q4 2017

-- Signed second client for real money Regulated Gaming in New Jersey expected to launch in H1 2018 subject to customary regulatory consents

-- Won prestigious Internet gaming industry award in the US - eGaming Review North America's 'Freeplay Gaming Supplier of the Year' for Simulated Gaming(TM)

-- Post-period end, rapid increase in engineering support team in Bulgaria in order to increase availability of development resources

-- Post-period end, received in aggregate GBP2.2m in cash payments relating to the Overseas Internet Casino and 2016 claim relating to on-going research and development activity

-- Post-period end, established wholly-owned subsidiary in Tel Aviv, Israel to support user acquisition marketing worldwide for diverse GAN clients

Dermot Smurfit, CEO of GAN commented:

"The Group generated positive clean EBITDA(1) in H1 2017 following a substantial multi-year period of investment focused on the US land-based casino Industry. We anticipate this favourable EBITDA trend to continue throughout H2 2017.

The first half of 2017 saw continued growth in recurring revenues driven by the launch of five new clients of Simulated Gaming and strong growth in real money Regulated Gaming markets in the US and Europe.

We remain encouraged by the growth characteristics of Simulated Gaming and have already seen a major uplift in player activity as we begin to experience the onset of the seasonally strong Autumn/Fall period.

GAN's Overseas Internet Casino for one of the largest casino operating groups in the US represents the culmination of GAN's long-term mission to move land-based US casinos online in domestic US intra-State markets or selected International regulated markets. This represents an exciting new B2B business for GAN, which will benefit greatly from the client's material marketing investment.

As the numbers illustrate our Group has now moved into sustainable profitability at the clean EBITDA(1) level. Growth prospects for Simulated Gaming(TM) and real money Regulated Gaming continue to offer the Company a viable path to creating significant incremental shareholder value."

Notes

1. Clean EBITDA is a non GAAP company specific measure and excludes interest, tax, depreciation, amortisation, share based payment expense and other items which the directors consider to be non-recurring and one time in nature

Note regarding forward-looking statements

This announcement includes forward-looking statements, including statements concerning current expectations about future financial performance and economic and market conditions which GAN believes are reasonable. However, these statements are neither promises nor guarantees, but are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated.

For further information please contact:

 
            GAN               US Investors: The Equity 
                                        Group 
       Dermot Smurfit                Adam Prior 
  Chief Executive Officer       aprior@equityny.com 
    +44 (0) 20 7292 6262            212.371.8660 
      dsmurfit@GAN.com 
                              UK & Ireland Investors: 
                                     Walbrook PR 
                                   Paul Cornelius 
                                 GAN@WalbrookPR.com 
                                  +44 20 7933 8780 
 
 
      Davy (Nominated 
    Adviser, ESM Adviser 
     and Joint Broker) 
    John Frain / Barry 
           Murphy 
      +353 1 679 6363 
       Liberum (Joint 
           Broker) 
   Neil Patel / Cameron 
           Duncan 
      +44 (0) 20 3100 
            2000 
 

Half-Year Results | Conference Call Details

The GAN management team will host a conference call for analysts & institutional investors at 4pm BST (11am EST / 8am PST).

Please use the following dial in numbers:

   UK Participants:                                    0800 756 3429 
   US & Canada Participants:                    877-407-8629 
   International Participants:                       201-493-6715 

The Half Year Results Press Release and Presentation is available to download from the website, www.GAN.com

Half-Year Results | Webcast

The call will also be simultaneously webcast over the Internet via the following link:

http://gan.equisolvewebcast.com/h1-results

and such link will also be made available in the "Results and Presentations" section of GAN's website www.GAN.com/investors/results-and-presentations

GAN plc

FINANCIAL REVIEW

Summary

Net revenue for the six months ended 30 June 2017 was GBP4.1m compared to GBP3.9m for the six months ended 30 June 2016. Clean EBITDA of GBP24,000 is GBP0.6m favourable to the prior year period clean EBITDA loss of GBP0.5m. Loss after taxation of GBP2.0m for the current period compared to a loss before and after taxation of GBP2.3m in the comparative period.

The Group continues to benefit from focusing on building its recurring revenue base in both of its primary markets, the US and Italy, while accelerating measures to reduce the underlying cost base of the business without compromising product or customer delivery. Overall B2B and B2C recurring revenues have grown by 24% year on year and now represent 86% of total net revenue compared to 76% in the comparative half year period. The US remains the Group's principal market and net revenue of GBP2.6m increased by GBP0.1m over the comparative period and accounts for 63% of total net revenue. Real money gaming revenue from the Italian market has increased by 33% and now represents 31% of total net revenue. The group has continued to rationalise its cost base principally through the expansion of its technical development office in Bulgaria.

On 28 April, 2017, the Group announced that it had raised gross proceeds of GBP2.0m through the successful placing of a 9% unsecured convertible loan note issue. The new capital will enable the Group to take advantage of expected real money regulated gaming opportunities in the US as well as for working capital and general business development opportunities.

Cash and cash equivalents at the end of the period was GBP3.3m compared to GBP4.0m at 30 June 2016 and GBP3.2m at 31 December 2016. Net Assets at 30 June 2017 of GBP9.0m compared to GBP10.5m at 30 June 2016 and GBP10.9m for the year ended 31 December 2016.

Revenue

Gross income of GBP18.6m for the six months ended 30 June 2017 represents an increase of GBP2.7m compared to the period ended 30 June 2016. Net revenue for the period of GBP4.1m is GBP0.2m higher than the comparative six month period primarily due to increased revenue share from both the Italian and US markets. B2B net revenue of GBP3.9m is GBP0.2m, 5% higher than the comparative period while B2C net revenue of GBP0.2m is consistent with the prior year period.

The Group categorises B2B net revenue into two distinct revenue streams; revenue share and other revenue (recurring in nature) and game and platform development (one time and primarily non-recurring in nature). Recurring revenues are principally generated in the real money gaming markets of Italy in Europe and New Jersey in the US and by Simulated Gaming(TM) markets in the US and Australia. B2B recurring revenues have increased by 26% from GBP2.7m in the prior year comparative period to GBP3.4m for the six months ended June 30 2017 and account for 82% of overall Group net revenue. This growth has been due to increases in both Simulated Gaming(TM) and real money gaming revenues from the US and Italian markets. Game and platform development revenue has decreased to GBP0.6m from GBP1.0m in the first half of 2016 as a result of reduced non-recurring real money gaming platform development fees in the US market.

Expenses

Distribution costs include royalties payable to third parties, B2B and B2C direct marketing expenditure, the direct costs of operating the hardware platforms deployed across the business, and depreciation and amortisation, which in total have increased from GBP3.4m in the comparative period to GBP3.6m for the six months ended 30 June 2017. The increase is due primarily to amortisation of intangible assets of GBP1.9m (2016 HY: GBP1.4m), an increase of GBP0.5m, as a result of our substantial investment in product and system development and also due to increased royalties payable to providers of third party games content in Italy for real money gaming and in the US for Simulated Gaming(TM) consequent to increased revenues. Expenditure on B2B marketing and technology infrastructure has reduced significantly, partially offsetting the increased amortisation and royalty expenditure, as the Group continues to benefit from prior period investment in these areas.

Administration expenses include the costs of personnel and related expenditure for the London, Las Vegas and Sofia offices. Total administrative expenses have increased slightly from GBP2.8m in the prior year comparative period to GBP2.9m for the six months ended 30 June 2017. Reduced ongoing expenditure on personnel and related expenditure as

GAN plc

FINANCIAL REVIEW (Continued)

a result of a headcount restructuring earlier in the period has been offset by the impact of redundancy costs and unfavourable foreign exchange movements.

EBITDA

Clean EBITDA is a non GAAP company specific measure and excludes interest, tax, depreciation, amortisation, share based payment expense and other items which the directors consider to be non-recurring and one time in nature. The directors regard Clean EBITDA as a reliable measure of profits that is not unduly subjective.

Clean EBITDA for the six month period ended 30 June 2017 of GBP24,000 is GBP0.6m better than the comparative figure (2016 Clean EBITDA loss of GBP0.5m), primarily due to increased B2B net revenue of GBP0.2m and reduced distribution and administration expenses before depreciation, amortisation and exceptional items of GBP0.4m.

Cashflow

The cash balance at 30 June 2017 was GBP3.3m representing an increase of GBP0.1m from 31 December 2016 (GBP3.2m). During the six month period, the Group has continued to invest in its Internet Gaming System deployment capability and product enhancement however cash has increased by GBP0.1m from the year-end balance at 31 December 2016 (GBP3.2m) as a result of the 9% unsecured convertible loan note issue in April 2017 which generated GBP2.0m in gross proceeds.

In addition to operating cash outflow before movements in working capital and taxation of GBP0.3m, cash outflows during the period include GBP1.7m in incremental investment in intangible fixed assets primarily related to the capitalisation of internal development time and working capital movement of GBP0.1m offset by cash generated from financing activities of GBP2.0m following the issue of the convertible loan note in April of this period. Net cash generated during the period of GBP0.1m resulted in an increased cash balance at 30 June 2017 of GBP3.3m.

Outlook

B2B revenue share and other revenue is expected to show continued growth for the second half of the year. In the US market, revenues from the 13 US based Simulated Gaming(TM) casino operators at 30 June 2017 are expected to benefit from the seasonally strong autumn period and the impact of full year revenues for operators launched during the first half of the year. The Group began the year with nine Simulated Gaming(TM) operators, including one operator in Australia, and launched five new casino operators during the period; Turning Stone Resort Casino in March and a further four operators in May including Winstar World Casino and Resort. The Group expects to experience significant growth in Simulated Gaming(TM) revenues in the second half of the year as a result of these new launches and from further product development expected to generate incremental revenues for both new and existing operators. In addition, the strong revenue growth from Italian real money gaming operators realised in the six months ended 30 June 2017 is expected to persist for the remainder of the year.

B2B game and platform development revenues are expected to increase in the second half of the year primarily due to development revenues to be recognised upon the launch of a new real money gaming website and mobile application as a result of an extension of an existing partnership with a major US casino operator.

The Group expects distribution costs to increase due to increased royalties payable to third parties as a result of increased Italian real money gaming revenues and US Simulated Gaming(TM) revenues. Administrative expenses before foreign exchange movements are expected to remain stable in the second half of the year as the Group continues to expand its technical development office in the lower cost market of Bulgaria.

The Group has raised gross proceeds year to date of GBP2.0m in order to take advantage of expected real money regulated gaming opportunities in the US as well as for working capital and general business development opportunities.

GAN plc

FINANCIAL REVIEW (Continued)

KEY PERFORMANCE INDICATORS

The performance of the Group during the period demonstrates the Group's strategy to grow recurring revenues through both its real money gaming business in the US and Italy and its Simulated Gaming(TM) business in the US and Australia. The directors regard clean earnings before interest, tax, depreciation, amortisation, share based payment expense and other items ("Clean EBITDA") as a reliable measure of profits and the Group's key performance indicators are set out below:

 
                                                      H1 2017    H1 2016 
                                                       GBP000     GBP000 
 Gross income from gaming operations and services      18,581     15,942 
 Net revenue                                            4,141      3,912 
 Clean EBITDA                                              24      (548) 
 Net assets                                             8,978     10,526 
 Cash and cash equivalents                              3,322      3,966 
 
 

The Board also monitor customer related KPIs, including number of active players, revenue by partner, business segment profitability and geographic split of turnover.

GAN plc

For the period ended 30 June 2017

Consolidated statement of comprehensive income

 
 
                                                                                                            Year ended 
                                                              Six months ended        Six months ended     31 December 
                                                                  30 June 2017            30 June 2016            2016 
                                                                        GBP000                 GBP'000         GBP'000 
                                                 Notes               Unaudited               Unaudited         Audited 
                                               -------  ----------------------  ----------------------  -------------- 
  Continuing Operations 
 
    Gross income from gaming operations and 
    services                                                            18,581                  15,942          31,675 
                                                        ======================  ======================  ============== 
 Net 
  revenues................................... 
  .........................                        3                     4,141                   3,912           7,803 
 Distribution 
  costs...................................... 
  ..............                                                       (3,638)                 (3,424)         (7,423) 
 Administrative 
  expenses................................... 
  .....                                                                (2,873)                 (2,814)         (5,600) 
                                                        ----------------------  ----------------------  -------------- 
 Total operating 
  costs...................................... 
  ........                                                             (6,512)                 (6,238)        (13,023) 
---------------------------------------------  -------  ----------------------  ----------------------  -------------- 
 Clean 
  EBITDA..................................... 
  .....................                                                     24                   (548)           (932) 
 Depreciation............................... 
  ..............................                                         (140)                   (217)           (375) 
 Amortisation of intangible 
  assets.........................                                      (1,881)                 (1,426)         (3,203) 
 Exceptional 
  costs...................................... 
  ...............                                  5                     (343)                    (85)           (411) 
 Impairment of intangible 
  assets.............................                                        -                       -           (142) 
 Employee share--based payment 
  charge...............                                                   (30)                    (50)           (157) 
---------------------------------------------  -------  ----------------------  ----------------------  -------------- 
 Operating 
  (loss)..................................... 
  .................                                                    (2,370)                 (2,326)         (5,220) 
 Finance 
  income..................................... 
  ...................                                                        4                      10              21 
 Finance                                                                  (30)                       - 
 costs....................................... 
 ....................                                                                                                - 
                                                        ----------------------  ----------------------  -------------- 
 (Loss) before 
  taxation................................... 
  ..........                                                           (2,396)                 (2,316)         (5,199) 
 Tax 
  credit..................................... 
  ..............................                                           404                       -           1,440 
                                                        ----------------------  ----------------------  -------------- 
 Loss for the period attributable to owners 
  of the Group and total comprehensive income 
  for 
  the period                                                           (1,992)                 (2,316)         (3,759) 
                                                        ======================  ======================  ============== 
 
  Basic earnings per share attributable to 
  owners of the parent during the period 
 Basic 
  (pence).................................... 
  ........................                         9                    (2.87)                  (3.84)          (5.81) 
 Diluted 
  (pence).................................... 
  .....................                            9                    (2.87)                  (3.84)          (5.81) 
 

Clean EBITDA is a non GAAP company specific measure and excludes interest, tax, depreciation, amortisation, share based payment expenses and other items which the directors consider to be non-recurring and one time in nature. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations.

GAN plc

For the period ended 30 June 2017

Consolidated statement of financial position

 
                                                        At 30 June                At 30 June            At 31 December 
                                                              2017                      2016                      2016 
                                                           GBP'000                   GBP'000                   GBP'000 
                                               Notes     Unaudited                 Unaudited                   Audited 
                                             -------  ------------  ------------------------  ------------------------ 
 Non--current assets 
 Intangible 
  assets................................... 
  ...................                                        6,226                     6,047                     6,433 
 Property, plant and 
  equipment..............................                      361                       608                       479 
 Lease 
  deposits................................. 
  ........................                                     170                       170                       170 
 Deferred tax                                                                                                        - 
 asset..................................... 
 ...............                                                 -                       510 
                                                      ------------  ------------------------  ------------------------ 
                                                             6,757                     7,335                     7,082 
                                                      ------------  ------------------------  ------------------------ 
 Current assets 
 Inventory.................................                                                                          - 
 .................................                               -                        77 
 Trade and other 
  receivables.............................. 
  .....                                          6           2,976                     2,882                     2,834 
 Research And Development tax credit 
  receivable............................... 
  ......................................... 
  ........                                                   1,467                         -                     1,061 
 Cash and cash 
  equivalents.............................. 
  ......                                                     3,322                     3,966                     3,179 
                                                      ------------  ------------------------  ------------------------ 
                                                             7,765                     6,925                     7,074 
                                                      ------------  ------------------------  ------------------------ 
 Total 
  assets................................... 
  ...........................                               14,522                    14,260                    14,156 
                                                      ============  ========================  ======================== 
 
   Current liabilities 
 Trade and other 
  payables................................. 
  ......                                         7           3,322                     3,418                     2,995 
                                                      ------------  ------------------------  ------------------------ 
 Total 
  liabilities.............................. 
  ..........................                                 3,322                     3,418                     2,995 
                                                      ------------  ------------------------  ------------------------ 
 
   Non-current liabilities 
 Long Term 
  Loan..................................... 
  .                                              7           2,031                         -                         - 
 Other 
  payables................................. 
  ........................                       7             191                       316                       221 
                                                      ------------  ------------------------  ------------------------ 
 Total non-current 
  liabilities.............................. 
  ...                                                        2,222                       316                       221 
                                                      ------------  ------------------------  ------------------------ 
 
  Equity attributable to equity holders of 
  parent 
 Share 
  capital.................................. 
  ...........................                    8             701                       653                       701 
 Share premium 
  account.................................. 
  .........                                                 18,809                    17,135                    18,809 
 Retained 
  earnings................................. 
  ...................                                     (10,532)                   (7,262)                   (8,570) 
                                                      ------------  ------------------------  ------------------------ 
                                                             8,978                    10,526                    10,940 
                                                      ------------  ------------------------  ------------------------ 
 Total equity and 
  liabilities.............................. 
  .......                                                   14,522                    14,260                    14,156 
                                                      ============  ========================  ======================== 
 

GAN plc

For the period ended 30 June 2017

Consolidated statement of changes in equity

 
                                                                                                     Share      Share     Retained     Total 
                                                                                                    capital    premium    earnings    equity 
                                                                                                    GBP'000    GBP'000    GBP'000     GBP'000 
                                                                                                  ---------  ---------  ----------  --------- 
 At 1 January 
  2016..........................................................................................        560     14,592     (4,968)     10,184 
 Loss and total comprehensive income for the period................................                       -          -     (2,316)    (2,316) 
 Employee share--based payment charge......................................................               -          -          22         22 
 Issue of equity share 
  capital..........................................................................                      93      2,543           -      2,636 
                                                                                                  ---------  ---------  ----------  --------- 
 At 30 June 2016 
  (Unaudited)........................................................................                   653     17,135     (7,262)     10,526 
 Loss and total comprehensive income for the period................................                       -          -     (1,443)    (1,443) 
 Employee share--based payment charge......................................................               -          -         135        135 
 Issue of equity share 
  capital..........................................................................                      48      1,674           -      1,722 
                                                                                                  ---------  ---------  ----------  --------- 
 At 31 December 
  2016....................................................................................              701     18,809     (8,570)     10,940 
 Loss and total comprehensive income for the period................................                       -          -     (1,992)    (1,992) 
 Employee share--based payment charge......................................................               -          -          30         30 
 At 30 June 2017 
  (Unaudited)........................................................................                   701     18,809    (10,532)      8,978 
                                                                                                  =========  =========  ==========  ========= 
 

The following describes the nature and purpose of each reserve within equity:

 
 Share Capital        Represents the nominal value of shares allotted, called up and fully paid 
 Share Premium        Represents the amount subscribed for share capital in excess of nominal value 
 Retained Earnings    Represents the cumulative net gains and losses recognised in the consolidated statement of 
                       comprehensive income 
 

GAN plc

For the period ended 30 June 2017

Consolidated statement of cash flows

 
                                                        Period ended     Period ended 
                                                        30 June 2017     30 June 2016    Year ended 31 December 2016 
                                                             GBP'000          GBP'000                        GBP'000 
                                                           Unaudited        Unaudited                        Audited 
                                                     ---------------  ---------------  ----------------------------- 
 Cash flow from operating activities 
 
   Loss for the period before 
   taxation.......................                           (1,992)          (2,316)                        (3,759) 
 Adjustments for: 
 Amortisation of intangible 
  assets.........................                              1,881            1,426                          3,203 
  Impairment of intangible 
   assets....................                                      -                -                            412 
  Depreciation of property, plant and equipment...               132              217                            375 
 (Profit)/Loss on disposal of fixed 
  asset................                                            -                -                             77 
 Share based payment 
  expense...............................                          30               50                            157 
 Tax 
  credit........................................... 
  ...                                                          (404)                -                        (1,440) 
 Net finance 
  cost/(income).................................... 
  ..                                                              26             (10)                           (21) 
 Foreign 
  exchange......................................... 
  ............                                                    34            (281)                          (408) 
                                                     ---------------  ---------------  ----------------------------- 
 
   Operating cash flow before movement in working 
   capital and taxation 
   ................................................ 
   ................                                            (293)            (914)                        (1,404) 
 
   (Increase) in trade and other 
   receivables.............                                    (141)            (548)                          (566) 
 Increase/(Decrease) in trade and other 
  payables..........                                             297              113                          (236) 
  Taxation........................................ 
   ......                                                          -              582                          1,471 
 
 
   Net cash flows from 
   operations............................                      (137)            (767)                          (735) 
 
 Cash flow from investing activities 
 Interest 
  received......................................... 
  .............                                                    4               10                             21 
 Purchase of intangible 
  assets................................                     (1,673)          (1,905)                        (4,480) 
 Purchase of property, plant and equipment........              (14)             (18)                           (46) 
                                                     ---------------  ---------------  ----------------------------- 
 Net cash used in investing 
  activities...................                              (1,683)          (1,913)                        (4,505) 
 
 Cash flow from financing activities 
 Net proceeds on issue of 
  shares...........................                                -            2,608                          4,358 
 Net proceeds on issue of convertible 
 loan..........                                                2,001                -                              - 
                                                     ---------------  ---------------  ----------------------------- 
 
   Net cash generated from financing activities....            2,001            2,608                          4,358 
                                                     ---------------  ---------------  ----------------------------- 
 
   Net increase/(decrease) in cash and cash 
   equivalents                                                   181             (72)                          (882) 
 
   Cash and cash equivalents at beginning of period            3,179            3,779                          3,779 
 Effect of foreign exchange rate 
  changes..............                                         (38)              259                            282 
                                                     ---------------  ---------------  ----------------------------- 
 
   Cash and cash equivalents at end of period                  3,322            3,966                          3,179 
                                                     ===============  ===============  ============================= 
 

GAN plc

For the period ended 30 June 2017

Notes to the financial statements

   1.             Basis of preparation and accounting policies 

The financial information in this document has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards, International Accounting Standards and interpretations (collectively, "IFRS") issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs").

The financial information for the period ended 30 June 2017 does not constitute the full statutory accounts for that period. The Annual Report and Financial Statements for 2016 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for 2016 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the board of directors on 28 September 2017. The financial information in this interim report has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2016, with the addition of a new accounting policy to reflect the issue of a convertible loan note during the year. The loan note will be treated as debt, without any equity component, in line with management judgement, including annual interest accrued on a straight line basis. These accounting policies will form the basis of the 2017 financial statements.

Adoption of new and revised standards

In the current period the Group has adopted all of the new and revised standards and interpretations issued by the IASB and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, as they have been adopted by the European Union, that are relevant to its operations and effective for accounting years beginning on 1 January 2017. None of the new standards adopted had a material impact on the Financial Statements of the Group.

New standards, amendments to standards and interpretations have been issued but are not effective (and in some cases had not yet been adopted by the EU) for the financial year beginning 1 January 2017. These have not been early adopted and the Directors are still considering the potential impact of IFRS9: Financial Instruments, IFRS15: Revenue from Contracts with customers and IFRS 16: Leases.

   2.             Judgements and estimates 

The preparation of interim financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were consistent with those that applied to the consolidated financial statements as at and for the year ended 31 December 2016. In issuing the convertible loan note during the year, management have made judgement that the interest rate of the loan reflects the fair value of the debt and therefore there is no equity component to be recognised.

The risks and uncertainties and significant estimates and judgements faced by the Group have not changed significantly since the 2016 Annual Report was published and are not expected to change significantly during the remaining six months of the financial year.

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

    3.            Net revenue 
 
                                                                          Period ended    Period ended      Year ended 
                                                                               30 June         30 June     31 December 
                                                                                  2017            2016            2016 
                                                                               GBP'000         GBP'000         GBP'000 
                                                                             Unaudited       Unaudited         Audited 
                                                                        --------------  --------------  -------------- 
 
  Game and platform development......................                              584           1,036           2,226 
  Revenue share and other revenue....................                            3,380           2,675           5,168 
  Other.............................................................. 
   .......                                                                         177             201             409 
                                                                        --------------  --------------  -------------- 
 Total revenue.....................................                              4,141           3,912           7,803 
                                                                        ==============  ==============  ============== 
 
   4.             Segmental information 

Information reported to the Group's Chief Executive, the strategic chief operating decision--maker, for the purposes of resource allocation and assessment of the Group's segmental performance is primarily focused on the origination of the revenue stream. The Group's reportable segment under IFRS 8 is Business to business ("B2B").

In the prior year the Group reported principal segments of "B2B and "B2C". The current distinction between segments has been agreed by the Board in light of the continued strategic move toward a B2B only market, the relative insignificance of the B2C operations, and reflects the management reporting to the chief operating decision maker. The category 'Other' reflects the group's B2C operations, which the Board consider is no longer a reportable segment.

Segment revenues and results

The following is an analysis of the Group's revenue and results by reportable segment.

 
                                                                                           B2B       Other       Total 
  Period ended 30 June 2017 (Unaudited)                                                GBP'000     GBP'000     GBP'000 
----------------------------------------------------------------------------------  ----------  ----------  ---------- 
 Net 
  revenue......................................................................... 
  ....................                                                                   3,964         177       4,141 
 Distribution costs (excluding depreciation and amortisation).........                 (1,487)       (130)     (1,617) 
                                                                                    ----------  ----------  ---------- 
 Segment 
  result.......................................................................... 
  ...............                                                                        2,477          47       2,524 
                                                                                    ==========  ========== 
 Administration 
  expenses.......................................................................                              (2,873) 
 Depreciation.................................................................... 
  ........................                                                                                       (140) 
 Amortisation of intangible 
  assets........................................................                                               (1,881) 
 Finance 
  income.......................................................................... 
  .............                                                                                                      4 
 Finance 
  expenses........................................................................ 
  ............                                                                                                    (30) 
                                                                                                            ---------- 
 Loss before 
  taxation........................................................................ 
  .......                                                                                                      (2,396) 
 Taxation........................................................................ 
  ............................                                                                                     404 
                                                                                                            ---------- 
 Loss for the period after 
  taxation.........................................................                                            (1,992) 
                                                                                                            ========== 
 

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

 
                                                                                           B2B       Other       Total 
  Period ended 30 June 2016 (Unaudited)                                                GBP'000     GBP'000     GBP'000 
----------------------------------------------------------------------------------  ----------  ----------  ---------- 
 Net 
  revenue......................................................................... 
  ....................                                                                   3,711         201       3,912 
 Distribution costs (excluding depreciation and amortisation).........                 (1,636)       (145)     (1,781) 
                                                                                    ----------  ----------  ---------- 
 Segment 
  result.......................................................................... 
  ...............                                                                        2,075          56       2,131 
                                                                                    ==========  ========== 
 Administration 
  expenses.......................................................................                              (2,814) 
 Depreciation.................................................................... 
  ........................                                                                                       (217) 
 Amortisation of intangible 
  assets........................................................                                               (1,426) 
 Finance 
  income.......................................................................... 
  .............                                                                                                     10 
                                                                                                            ---------- 
 Loss before 
  taxation........................................................................ 
  .......                                                                                                      (2,316) 
 Taxation......................................................................... 
 ...........................                                                                                         - 
                                                                                                            ---------- 
 Loss for the period after 
  taxation.........................................................                                            (2,316) 
                                                                                                            ========== 
 
 
                                                                                           B2B       Other       Total 
  Year ended 31 December 2016 (Audited)                                                GBP'000     GBP'000     GBP'000 
----------------------------------------------------------------------------------  ----------  ----------  ---------- 
 Net 
  revenue......................................................................... 
  ....................                                                                   7,394         409       7,803 
 Distribution costs (excluding depreciation and amortisation).........                 (3,127)       (305)     (3,432) 
                                                                                    ----------  ----------  ---------- 
 Segment 
  result.......................................................................... 
  ...............                                                                        4,267         104       4,371 
                                                                                    ==========  ========== 
 Administration 
  expenses.......................................................................                              (5,602) 
 Depreciation.................................................................... 
  ........................                                                                                       (375) 
 Amortisation of intangible 
  assets........................................................                                               (3,203) 
 Impairment of intangible 
  assets............................................................                                             (411) 
                                                                                                            ---------- 
 Finance 
  income.......................................................................... 
  .............                                                                                                     21 
                                                                                                            ---------- 
 Loss before 
  taxation........................................................................ 
  .......                                                                                                      (5,199) 
 Tax credit/ 
  (charge)........................................................................ 
  .........                                                                                                      1,440 
                                                                                                            ---------- 
 Loss for the year after 
  taxation.............................................................                                        (3,759) 
                                                                                                            ========== 
 

The accounting policies of the reportable segments follow the same policies as described in note 1. Segment result represents the gross profit earned by each segment without allocation of the share of administration costs including Directors' salaries, finance costs and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

Administration expenses comprise principally the employment and office costs incurred by the Group.

Segment assets and liabilities

Assets and liabilities are not separately analysed or reported to the Group's Chief Executive and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment and liabilities has not been included in this financial information.

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

Geographical analysis of revenues

This analysis is determined based upon the location of the legal entity of the customer.

 
                                                                                  Period        Period            Year 
                                                                                   ended         ended           ended 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000        GBP000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 UK and Channel 
  Islands..........................................................                  223           280             574 
 Italy................................................................... 
  ..........................                                                       1,280           965           2,015 
 USA..................................................................... 
  ........................                                                         2,591         2,491           4,955 
 Australia............................................................... 
  ......................                                                              47           176             259 
                                                                                   4,141         3,912           7,803 
                                                                            ============  ============  ============== 
 

Geographical analysis of non--current assets

 
                                                                                      At            At              At 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 UK and Channel Islands..................................................          6,412         6,517           6,581 
 USA..................................................................... 
  ................                                                                   342           295             493 
 Italy................................................................... 
  ...................                                                                  3            13               8 
                                                                            ------------  ------------  -------------- 
                                                                                   6,757         6,825           7,082 
                                                                            ============  ============  ============== 
 
   5.             Exceptional costs 
 
                                                                                  Period        Period            Year 
                                                                                   ended         ended           ended 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Compensation for loss of office, redundancy and compromise costs, 
  together with associated legal expenses...........................                 320            11               4 
 Key management relocation costs........................................               9             2              51 
 Other exceptional 
  costs..........................................................                     14            72              87 
                                                                            ------------  ------------  -------------- 
                                                                                     343            85             142 
                                                                            ============  ============  ============== 
 

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

   6.             Trade and other receivables 
 
                                                                                      At            At              At 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Trade 
  receivables............................................................. 
  ........                                                                         1,783         1,617           1,757 
 Other 
  receivables............................................................. 
  ........                                                                           258           290             251 
 Prepayments and accrued income.........................................             935           975             826 
                                                                            ------------  ------------  -------------- 
                                                                                   2,976         2,882           2,834 
                                                                            ============  ============  ============== 
 

Other receivables include amounts due from payment service providers and VAT recoverable.

Non--current assets

 
                                                                                      At            At              At 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Lease 
  deposits................................................................ 
  ...                                                                                170           170             170 
                                                                            ------------  ------------  -------------- 
                                                                                     170           170             170 
                                                                            ============  ============  ============== 
 

Non-current assets relate to the deposits provided in respect of leased office space. The amount is repayable in accordance with the terms of the agreement.

   7.             Trade and other payables 
 
 
                                                                   At 30 June      At 30 June 
                                                                         2017            2016      At 31 December 2016 
                                                                      GBP'000         GBP'000                  GBP'000 
                                                                    Unaudited       Unaudited                  Audited 
                                                                 ------------  --------------  ----------------------- 
 Amounts falling due within one year 
 Trade 
  payables..................................................... 
  ....................                                                  2,272           1,999                    1,600 
 Other taxation and social 
  security.........................................                       104             157                      146 
 Other 
  payables..................................................... 
  ....................                                                    163             222                      170 
 Accruals and deferred 
  income...............................................                   783           1,040                    1,079 
                                                                 ------------  --------------  ----------------------- 
                                                                        3,322           3,418                    2,995 
                                                                 ============  ==============  ======================= 
 

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

   7.             Trade and other payables (continued) 

Non--current liabilities

 
                                                                                      At            At              At 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Accruals................................................................ 
  ..............                                                                     123           197             160 
 Deferred 
  consideration.....................................................                  68           119              61 
                                                                            ------------  ------------  -------------- 
                                                                                     191           316             221 
                                                                            ============  ============  ============== 
 

Long term loan

In April 2017, the Group raised GBP2m following issue of 2,001,483 GBP1 Convertible Unsecured loan notes.

The loan notes have an interest rate of 9% payable quarterly in arrears from 1 January 2018, with redemption in April 2022. During the period interest of GBP30,000 was accrued in relation to the loan notes.

The loan notes can be converted into Ordinary shares at a conversion price of 45.5p per Ordinary share, provided noteholders pass a special resolution resolving to convert them.

The directors do not believe there is any equity component of the convertible loan as the interest rate reflects the fair value of the debt and therefore the loan note is treated as a liability.

   8.             Share capital 
 
                                                                                      At            At              At 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Ordinary 
  shares.................................................................. 
  ......                                                                             701           653             701 
 
                                                                                     701           653             701 
                                                                            ============  ============  ============== 
 

Issue of shares

(i) 9,331,888 ordinary shares of 1p each were issued at a premium of 27p during the year ended 31December 2016 generating gross proceeds of GBP2,612,929.

(ii) 1,500,000 ordinary share of 1p each were issued at a premium of 29p during the year ended 31December 2016 generating gross proceeds of GBP450,000.

(iii) 3,250,000 ordinary share of 1p each were issued at a premium of 39p during the year ended 31December 2016 generating gross proceeds of GBP1,300,000.

GAN plc

For the period ended 30 June 2017

Notes to the financial statements (continued)

   9.             Earnings per share 

Basic earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders of the company by the weighted average number of ordinary shares in issue during the period.

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. The company has issued share options and a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average market share price for the period) based on the monetary value of the subscription rights attached to the outstanding share options. All share options are anti-dilutive at the current and prior year reporting dates and 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.

 
                                                                                  Period        Period            Year 
                                                                                   ended         ended           ended 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                   Pence         Pence           Pence 
                                                                               Unaudited     Unaudited         Audited 
                                                                            ------------  ------------  -------------- 
 Basic................................................................... 
  .......................                                                         (2.87)        (3.84)          (5.81) 
                                                                            ------------  ------------  -------------- 
 Diluted................................................................. 
  ......................                                                          (2.87)        (3.84)          (5.81) 
                                                                            ------------  ------------  -------------- 
 
 
                                                                                  Period        Period            Year 
                                                                                   ended         ended           ended 
                                                                                 30 June       30 June     31 December 
                                                                                    2017          2016            2016 
                                                                                 GBP'000       GBP'000         GBP'000 
  Earnings                                                                     Unaudited     Unaudited         Audited 
--------------------------------------------------------------------------  ------------  ------------  -------------- 
 (Loss) for the 
  period................................................................         (1,992)       (2,316)         (3,759) 
                                                                            ------------  ------------  -------------- 
 
 
                                                                    Period        Period            Year 
                                                                     ended         ended           ended 
                                                                   30 June       30 June     31 December 
                                                                      2017          2016            2016 
                                                                    Number        Number          Number 
  Denominator                                                    Unaudited     Unaudited         Audited 
------------------------------------------------------------  ------------  ------------  -------------- 
 Weighted average number of equity shares (basic)..........     69,508,773    60,282,436      64,647,746 
                                                              ------------  ------------  -------------- 
 Weighted average number of equity shares for diluted EPS       69,508,773    60,282,436      64,647,746 
                                                              ------------  ------------  -------------- 
 
   10.          Related party transactions 

The offer of a 9% Convertible Loan Note for a consideration of GBP2million in April 2017 was in part accepted by Roger Kendrick for GBP94,822, who is a director, Michael Smurfit Jnr for GBP3,988, who is a director and Sir Michael Smurfit for GBP1,854,154, who is a related party to Michael Smurfit Jnr.

This information is provided by RNS

The company news service from the London Stock Exchange

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