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STR Stride Gaming Plc

149.00
0.00 (0.00%)
09 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Stride Gaming Plc LSE:STR London Ordinary Share JE00BWT5X884 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% 149.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Stride Gaming PLC Interim Results (4729G)

30/05/2017 7:02am

UK Regulatory


Stride Gaming (LSE:STR)
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TIDMSTR

RNS Number : 4729G

Stride Gaming PLC

30 May 2017

30 May 2017

Stride Gaming plc

("Stride Gaming" or the "Company" or the "Group")

Interim Results for the six months ended 28 February 2017

Strong organic growth from Real Money Gaming, strengthened by the FY2016 acquisitions

Stride Gaming plc (AIM: STR), the multi-branded online soft gaming operator, announces its interim results for the six months ended 28 February 2017 (the "period").

In order to show the Group's results in a meaningful way for all stakeholders, the financial information shown below for the prior year is shown on a pro-forma basis so as to show both periods on a like-for-like basis. That is, as if the acquisitions of 8Ball, Netboost Media and Tarco Assets on 31 August 2016 had taken place at the start of the six-month comparative period.

Key Financials

 
                               Unaudited       Unaudited 
                                                Pro-forma 
                               Six months     Six months 
                                  ended          ended 
                                 28 Feb      29 Feb 2016 
                                  2017 
                                                            Change 
                                GBP'000        GBP'000         % 
 
 Net Gaming Revenue              44,007         36,498       21% 
 Adjusted EBITDA*                9,644          8,025        20% 
 Adjusted earnings*                 8,951       7,209        24% 
 Adjusted basic earnings 
  per share (in pence)*              13.3        10.7        24% 
 Basic earnings per 
  share (in pence)                  (15.3)      (0.1)       (N/A) 
 Interim dividend per 
  share (in pence)                   1.2         1.1          9% 
 
 
 

Financial highlights:

-- Net Gaming Revenue ("NGR") up 21% to GBP44.0 million (H1 2016: pro-forma GBP36.5 million and reported GBP21.6 million)

-- Adjusted EBITDA* up 20% to GBP9.6 million (H1 2016: pro-forma GBP8.0 million and reported GBP5.6 million)

   --      Adjusted earnings* up 24% to GBP8.9 million (H1 2016: pro-forma GBP7.2 million) 

-- Strong balance sheet with gross cash at period end of GBP19.2 million (31 August 2016: GBP21.1 million)

-- Real Money Gaming NGR from in-house proprietary platform up 55% to GBP23.8 million (H1 2016: reported GBP15.4 million)

-- Real Money Gaming NGR from third-party non-proprietary platform up 4% to GBP15.5 million (H1 2016: pro-forma GBP14.9 million)

   --      Social gaming NGR down 24% to GBP4.7 million (H1 2016: reported GBP6.2 million) 

-- An impairment of GBP10.2 million (H1 2016: GBPNil) has been recognised in the period in light of the weaker outlook of the Social Gaming vertical resulting in a loss for the period of GBP10.3 million (2016: reported loss of GBP0.1 million)

-- An interim dividend of 1.2 pence per share (H1 2016: 1.1 pence per share) declared, an increase of 9% from the prior period

Operational highlights:

Real Money Gaming:

   --      Strong organic growth in the Real Money Gaming vertical 
   --      Real Money Gaming funded players** up 21% to 162,000 (H1 2016: pro-forma 134,000) 

-- Yield per player*** up 8.5% to GBP127 (H1 2016: pro-forma GBP117) demonstrating a continued improvement in engagement and monetisation of players

-- Group gross gaming revenue^^ ("GGR") through mobile and touch devices grew by 34.9% and now represents 58% (H1 2016: pro-forma 43%) of the total Real Money Gaming GGR

-- Continued progress in the integration of 8Ball, Netboost Media and the Tarco Assets acquired in August 2016

Social Gaming:

   --      Weaker than expected performance in this vertical 
   --      An improvement plan is in place; early signs are encouraging 
   --      The Board is also undertaking a review of this non-material vertical 

B2B:

-- Post period end, the Group established Stride Together, which was launched in May 2017, a new B2B vertical to licence its proprietary platform to gaming operators, media partners and retailers both in the UK and globally

-- First Joint Venture signed in May 2017 with Aspers Group Limited, a leading gaming operator in the UK

 
    * Adjusted earnings and Adjusted EBITDA excludes 
     income or expenses that relate to exceptional 
     items and non-cash charges relating to share-based 
     payments 
 

** Funded player means an active player who has made a deposit with his own funds within the last three months

*** Yield per player means the total net cash in the last three months of the period divided by the number of funded players at the end of the period

^^ GGR means gross gaming revenue, being total bets placed by players less winnings paid to them.

Enquiries:

 
 Stride Gaming plc 
  Nigel Payne (Non-Executive Chairman) 
  Eitan Boyd (Chief Executive Officer)         + 44 (0) 20 
  Ronen Kannor (Chief Financial Officer)         7284 6080 
 
   Shore Capital 
   (Nominated Adviser and Joint Broker) 
   Mark Percy                                   +44 (0) 20 
   Toby Gibbs                                    7408 4090 
 
 
 
 Canaccord Genuity Limited                    +44 (0) 20 
  (Joint Broker)                              7523 8000 
  Bruce Garrow 
  Emma Gabriel 
  Richard Andrews 
                                              +44 (0) 7825 
  Yellow Jersey PR                            916 715 
  Alistair de Kare-Silver                     +44 (0) 7748 
  Felicity Winkles                            843 871 
 

About Stride Gaming:

Stride Gaming is a leading online gaming operator in the soft gaming verticals of online bingo and the global social gaming market. In the real money UK bingo-led business, Stride Gaming operates a multi-branded strategy and uses its own proprietary and purchased software to provide online bingo and slot gaming for its players, and social gaming mobile applications. Following the acquisitions of 8Ball, Netboost Media and the Tarco Assets on 31 August 2016, Stride Gaming has a 10% market share of the UK bingo market and is the fourth largest online bingo operator in the UK. The Company now has 105 brands and its share of the UK online bingo market is 25% (as measured by number of bingo sites).

Stride Gaming is focused on the UK online bingo market, where it is licensed and only operates from the regulated jurisdictions of the UK and Alderney, and in the mobile social gaming market, where its players' reach is international with a focus on the North American market.

Further information on the Group is available at: www.stridegaming.com

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Chairman's statement

I am pleased to report that trading in the first half of the year has been encouraging. Our strong overall financial results in the first half have been driven by the accelerated organic growth of our Real Money Gaming vertical, which accounts for 89% of total Group revenues offsetting a disappointing performance in our social gaming vertical. Overall, we have made considerable progress against our strategic objectives and targets by focusing on strengthening our foundations and proprietary platform.

During the first half of the year we have invested in our Real Money Gaming vertical and focused on the successful integration of the transformational acquisitions of 8Ball, Netboost Media and the Tarco Assets, which propelled Stride Gaming to be the fourth largest online bingo operator in the UK. A key target in the first half was to embed these acquisitions into the enlarged Group and to maximise synergies. I am pleased to report that the integration has progressed well and our objectives are being achieved. What is particularly pleasing is the performance of our in-house platform and how it continues to facilitate above market growth. I am excited to see how we can leverage additional benefit from our acquired businesses as we focus, post earn-out, more of our brands in this direction.

Trading in our Social Gaming vertical, which accounts for 11% of total Group revenue, has been weaker than expected. The disappointing performance is in part we believe as a result of changing dynamics in the social gaming markets which are maturing and are leading to higher acquisition costs and lower lifetime values of players (LTV). The Board continues to work hard on improving the performance of this vertical and is working both on an improvement plan as well as reassessing the relevance of the Social Gaming vertical. Early signs with regard to the improvement plan are encouraging. Overall, the ongoing robust performance of the Real Money Gaming vertical has more than offset the weaker than expected performance in the Social Gaming vertical.

Post-period end, we have launched an exciting new B2B vertical, Stride Together, which will see the Company licence its proprietary platform to gaming operators, media partners and retailers both in the UK and globally. Stride Together will enable its clients to create an online presence for their customers and to enter the omni-channel gaming space using Stride Gaming's technology and capability in the online gaming space. To this end, we have already established our first joint venture with Aspers Group Limited, a leading gaming operator in the UK. Aspers online business through Stride Together is targeted to launch in Q4 2017. We are excited about the prospects of Stride Together, which enables us to open up new and high-quality revenue opportunities for the Group.

Dividend

The strong underlying performance of the Real Money Gaming vertical has enabled the Group to declare a 9% increase in the interim dividend to 1.2 pence per share. The interim dividend will become payable on 1 August 2017 to those shareholders on the Company's register as at the record date of 7 July 2017. The ex-dividend date is 6 July 2017.

Current Trading and Outlook

I am pleased to report that current trading is strong and the Board is confident of meeting its expectations for the full year. We remain committed to creating value for our shareholders and are pleased to be increasing our dividend by 9% in line with our progressive dividend policy. Our strategy for the remainder of the year and beyond is focused on growing the Real Money Gaming vertical. This will be supported through further integration and development of 8Ball, Netboost Media and the Tarco Assets; more investment in key platforms and brands; strengthening our product offering and driving improvements in customer monetisation.

With our strong position in the UK online bingo sector, we feel the market remains highly attractive for us and we remain committed to increasing our market share. Further regulatory pressures as a result of changes to the Point of Consumption Tax ("POCT"), which at the earliest will come into effect in August 2017, will continue to adversely impact our competitors. This presents further opportunities for Stride Gaming to gain market share from a position of strength built around our scale, multi-brand offering, an in-house proprietary platform and the underlying robustness of our Real Money Gaming vertical. Whilst our principal focus will be on driving organic growth, we will continue to consider attractive, complementary and earning enhancing acquisitions in the Real Money Gaming space.

This year we celebrate being listed on AIM for two years. We have come a long way from owning a few select brands to now owning over 100 brands and being the fourth largest listed online bingo operator in the UK. Our goal is to be a leading international soft gaming company, underpinned by best in class talent and our proprietary platform. As Stride Gaming continues to go from strength to strength I would like to take this opportunity to thank the rest of my Board, shareholders and staff for all their continued support.

Nigel Payne

Non-Executive Chairman

30 May 2017

Chief Executive Officer's Review

I am delighted to present our results to our shareholders. The first half of this year has been focused on embedding the transformational acquisitions of 8Ball, Netboost Media and the Tarco Assets into the business and on strengthening our foundations. We are a markedly larger business than when we listed on AIM only two years ago. Now with material scale, over 100 brands and being the fourth largest online bingo operator in the UK following these acquisitions, we firmly believe that the organic growth opportunity for the enlarged Group is substantial. Our strategic focus for the remainder of 2017 is on fully exploiting the potential of our core Real Money Gaming vertical.

Update on integration of 8Ball, Netboost Media and the Tarco Assets

These acquisitions transformed the Group and added significant scale and increased the number of brands we currently operate. Our market share of the UK bingo market increased from 5% to 10% and Stride Gaming became the fourth largest online bingo operator in the UK. I am delighted by the way the integration of these acquisitions has progressed. Importantly, we have now begun to make significant improvements, leveraging off Stride's leading in-house proprietary platform and marketing expertise and have delivered synergies through cross-marketing, lowering of customer cost per acquisition ("CPA"), increasing customer LTVs and reducing player churn.

Operational progress

Real Money Gaming vertical

Trading in our Real Money Gaming vertical has performed strongly. The number of funded players has now reached 162,000 (H1 pro-forma 2016: 134,000), representing a 21% year-on-year increase, and with software enhancements and continuous improvements to the backend of our platform we have shown an 8.5 % growth in yield per player at GBP127 (H1 pro-forma 2016: GBP117).

Social Gaming vertical

The performance of this vertical has been weaker than expected. We believe the two principal markets which we currently operate in, namely, North America and Australia, are reaching maturity resulting in higher acquisition costs and lower LTV. Consequently, we reduced our marketing spend in this vertical which led to a reduced number of depositing players and subsequently the expected reduction in revenues with NGR down 24% to GBP4.7 million (H1 2016: reported GBP6.2 million).

Nonetheless, we have begun making significant changes to the pricing models and adding further personalisation to our content. Early signs have been encouraging with average rate per daily active user ("ARPDAU") up 10% increasing to $0.22 (H1 2016: $0.20) and our ability to maintain a 3.7% conversion rate from installs to deposits, being substantially above the industry average of 2%.

Continuous improvements are being made in the user acquisition process to achieve a better return on investment, which will enable us to further increase our marketing spend and subsequently increase daily and monthly active users. Unique content and diversification of our product offering will continue to be our focus in 2017 in order to maximise the potential of our social gaming vertical. We will undertake a review of this vertical to monitor our progress.

Launch of our B2B vertical

One of the Group's fundamental strengths is owning its own proprietary platform, which has long presented us with opportunities to licence the platform to third parties. Post period end, on 26 May 2017, we were pleased to announce that we have launched a new B2B vertical, Stride Together, which will see the Company licence its proprietary platform to gaming operators, media partners and retailers in the UK and globally, to enable them to create an online presence for their customers and to enter the omni-channel gaming space. This opens up not only a new high-quality revenue stream for Stride Gaming in different verticals but also a diversification of our geographical reach.

We have already established our first Stride Together joint venture with Aspers Group Limited, a leading national gaming operator in the UK, announced on 26 May 2017, which is targeted to launch in Q4 2017. Our aim is to grow this vertical and launch similar partnerships.

Mobile

Mobile devices continue to shape the online gaming industry and operators constantly have to innovate to stay ahead of the curve. The Group continues to focus on enhancing the gaming experience for its mobile centric customer base. Mobile and touch in the Real Money Gaming vertical represents 58% of gross gaming revenue (H1 pro-forma 2016: 43%).

Regulation

The regulatory environment continues to tighten and, in August 2017, the UK government is expected to commence levying the Point of Consumption Tax ("POCT") on gross gaming revenue on all online gaming products, previously just betting, as opposed to net gaming revenue. Additionally, the Competition and Markets Authority ("CMA") is undertaking a review into the advertising of gaming and operators' terms and conditions, particularly in the area of promotions to customers.

The Department of Culture, Media and Sport is conducting a review into the perceived harm caused by fixed odds betting terminals ("FOBTs") and is also examining proposals to include stricter rules about television advertising. Whilst this is creating a degree of uncertainty in the gambling sector, Stride Gaming does not operate these terminals and any advertising changes are expected to have little to no impact on the Group. Prior to The Department of Culture, Media and Sport launching its review into the gambling industry last October, a wave of consolidation rippled through the industry. Since then companies have put on hold any further mergers or deal making until the outcome of the review and there is clarity on the regulatory landscape. Further consolidation is expected following this review, particularly if the proposals have a punitive financial impact on those companies operating FOBTs or heavily reliant on advertising.

As a soft gaming operator, we are unaffected by the Government's review. Whilst larger and smaller operators continue to struggle in this tough regulatory environment, we view these regulatory changes to the sector as an opportunity to grow the Company's market share given our scale and our focus on soft gaming.

Brexit

As previously stated, the Group has seen no visible impact as a result of Brexit. With our scale as well as the strength of our brands and product offering we feel we are well placed to meet these macroeconomic challenges.

Whilst several of our offices are based outside of the UK we have seen a minor impact on our administration costs from fluctuations in the value of sterling. In addition, the Group has maintained a constant administration cost as a proportion to NGR of 21% (H1 pro-forma 2016: 20%) despite an increase in head count.

Growth strategy

As the fourth largest online bingo operator in the UK, we remain focused on penetrating further the UK bingo market and increasing our market share. We believe the organic growth opportunity of the Group is substantial and we are focused on strengthening our foundations in order to fully exploit the potential of our Real Money Gaming vertical.

We aim to accelerate the organic growth of the business through improved levels of engagement, marketing and functionality of the existing platform as well as adding exceptional and unique content to our portfolio of brands. The Company is focused on enhancing the user experience through providing rich and engaging content, loyalty and competitions, thereby creating a high level of stickiness. The Company will continue to invest in product development and in enhancing its bingo IP, instant game IP and also mobile development.

The Company's marketing strategy is focused on increasing the customer base through optimising conversion rates and CPA levels. Stride Gaming uses an effective marketing mix of online and offline channels including natural search (SEO), digital and social media, affiliate marketing, e-mail, SMS and direct mails. We aim to maintain a steady and efficient marketing spend to NGR on a group level.

We will look to develop and grow our new B2B vertical through further partnerships with gaming operators, media partners and retailers in the UK and globally.

Overseas territories

We are actively examining entry of our existing products into new regulated territories, particularly in Europe where we see significant growth opportunities.

Acquisitions

We maintain our soft gaming focus and will look for further highly selective acquisitions that could be transformational for the Group, earnings enhancing and allow us to move into complementary, soft gaming verticals such as lottery and scratch cards.

Outlook

We are extremely pleased with the financial results from the first half. Our key focus for the second half is to maximise the potential of the Real Money Gaming vertical through strengthening our core business; integrating the acquisitions of 8ball, Netboost Media and Tarco assets; and increasing our market share of the UK bingo market. The second half will see the launch of the joint venture with Aspers and we will look to build our B2B vertical into a substantial revenue generating operation. We will also examine entry into other soft gaming verticals and territories.

Stride Gaming is in an excellent position to exploit the opportunities in the market. These strong results once again vindicate our strategy and business model and we remain committed to achieving our goal of becoming a leading international soft gaming company and to creating shareholder value.

Eitan Boyd

Chief Executive Officer

30 May 2017

Chief Financial Officer's Review

In order to show the Group's results in the most meaningful way for all stakeholders, the financial information presented below for the prior year is shown on a pro-forma basis to show both periods on a like-for-like basis. The prior year comparatives have been adjusted to show the results as if the acquisition of 8Ball, Netboost Media and the Tarco Assets, all acquired on 31 August 2016, had in fact taken place at the start of the six-month comparative period.

Stride Gaming continued to deliver strong organic growth in the first half of 2017 driven by the Real Money Gaming vertical. The Group delivered pro-forma NGR growth of 21% or GBP44.0 million (H1 2016: pro-forma GBP36.5 million and reported GBP21.6 million) for the first half of this year. This growth was driven by the scale of the enlarged Group supported by the multi-brand strategy that was enhanced by the acquisition 8Ball, Netboost Media and the Tarco Assets in August 2016, as well as significant improvements in player engagement and monetisation across all brands.

Adjusted EBITDA increased on a pro-forma basis by 20% to GBP9.6 million (H1 2016: pro-forma GBP8.0 million and reported GBP5.6 million) whilst maintaining stable Adjusted EBITDA margin of 22.0% (H1 2016: pro-forma 22.0%). We anticipate some margin improvement once the acquisition earn-out periods have concluded, later this year.

Stride Gaming remains highly cash generative due to a strong financial performance with net cash generated from operational activities at GBP4.2 million (H1 2016: reported GBP4.5 million) and a high cash conversion from Adjusted EBITDA. During the year, the Group completed the refinancing of an existing GBP8 million shareholder loan facility with Barclays PLC without impacting our cash position.

Stride Gaming has a strong balance sheet with cash and cash equivalents of GBP19.2 million (31 August 2016: GBP21.1 million), which includes customer liabilities of GBP1.8 million (31 August 2016: GBP1.8 million).

Revenues

NGR from Real Money Gaming, which represent 89% of Group NGR (H1 2016: pro-forma 83%) was up 30% to GBP39.3 million (H1 2016 pro-forma: GBP30.3 million). This strong operational momentum can be seen throughout all key performance indicators and reflects the strength of our proprietary platform, along with the quality of our diversified brands, business intelligence and customer engagement.

Real Money Gaming funded players were up 21% to 162,000 (H1 2016: pro-forma 134,000). Yield per player from Real Money Gaming was up 8.5% to GBP127 (H1 2016: pro-forma GBP117); a result of successful player engagement and monetisation. Mobile has been a key driver of growth and GGR through mobile and touch devices was up by 34.9% and now represents 58% (H1 2016: pro-forma 43%) of the total Group Real Money Gaming GGR. The Group continued to develop new content and Business Intelligence capabilities during the period, which supported our natural growth and has positioned us favourably for the remainder of this financial year.

Revenues from the Social Gaming vertical, which represent 11% of Group NGR (H1 2016: pro-forma 17%), were down 24% (on a constant currency basis down 34%) to GBP4.7 million (H1 2016: reported GBP6.2 million). The Group continued to focus on its leading strategy, to invest in product development and enhancement of player experience to mitigate the challenges in player acquisition in the social gaming market. In light of such market changes, marketing resources have been allocated to our RMG vertical where we can achieve a higher return, although this strategy is under review.

Distribution costs

Distribution costs of GBP19.6 million (H1 2016: pro-forma GBP17.1 million and reported GBP8.7 million), which include licencing, processing, royalties (third party games and platforms), hosting (social gaming) and marketing, have reduced to 45% (H1 2016: pro-forma 47%) as a proportion of NGR. This reflects the benefits of scale on processing costs and leveraging our proprietary software and content across our brands, thereby reducing third party royalty payments. We have also continued to strategically invest in marketing to support our online brands in the real money gaming vertical. Marketing expenses therefore increased by 42% to GBP11.7 million (H1 2016: pro-forma GBP8.2 million), which is 27% as a proportion of NGR (H1 2016: pro-forma 23%).

Administration costs

Administration costs, which totalled GBP9.2 million (H1 2016: pro-forma GBP7.3 million and reported GBP5.0 million), make up 21% (H1 2016: pro-forma 20%) as a proportion of NGR. The Group has continued to invest in talent, software development, business intelligence and product in line with its strategy to build a solid, profitable and broad based real money gaming business and so it is pleasing that administrative costs have remained well controlled during the period.

Capitalisation of proprietary software development costs totalled GBP0.6 million (H1 2016: reported GBP0.5 million) and represents 1.4% of NGR (H1 2016: reported 1.4%). During the period, the Group continued to invest in its proprietary software to support its mobile offering, rich content and regulatory requirements.

Adjusted EBITDA and margin

Adjusted EBITDA on a pro-forma basis is up 20% to GBP9.6 million (H1 2016: pro-forma GBP8.0 million and reported GBP5.6 million) reflecting the strength of the RMG vertical and control over costs, with a solid Adjusted EBITDA margin of 22% (H1 2016: pro-forma 22%). The Adjusted EBITDA for the real money gaming vertical in the period increased by 53% along with an increase in margins to 22.3% (H1 2016: pro-forma 18.9%). As we conclude the earn-out periods for the acquisitions of 8Ball (August 2017), Netboost Media and Tarco Assets (both December 2017), we expect further margin improvement. The Adjusted EBITDA for the social gaming vertical decreased by 63% to GBP0.9 million (H1 2016: reported GBP2.3 million) as a direct result of the decline in revenue arising from a reduced marketing spend together with the increase in our product development and administration costs in this vertical.

Exceptional costs

During the period, an impairment review was undertaken in respect of the Social Gaming cash generating unit ("CGU") to determine if the carrying value of assets was supported by the net present value of future cash flows derived from those assets. As a result of the review, together with a more challenging and competitive social gaming market, the Board approved an impairment of GBP10.2 million (H1 2016: reported GBPNil) charged against the goodwill and acquired intangibles.

Finance expenses and Tax

Finance expenses for the period totalled GBP0.9 million (H1 2016: reported GBP0.3 million) and are largely attributable to the GBP8 million facility provided by Barclays PLC during the period on a 3.6 per cent plus LIBOR annual floating rate basis. Also included in the finance cost is GBP0.5 million (H1 2016: reported GBPnil) relating to the unwinding of the discounted contingent consideration that arose on the Tarco Asset acquisition.

Taxation income in the period was GBP0.8 million (H1 2016: reported expense of GBP0.3 million). After adjusting for the deferred tax credits of GBP0.8 million relating to the impairment of the social gaming CGU and GBP0.5 million relating to deferred tax on acquired intangibles the current taxation charge in the period is GBP0.5 million (H1 2016: expense of GBP0.4 million).

Cash flow and Balance Sheet

Stride Gaming continues to be highly cash generative, delivering another period of solid operating performance with cash flow from operating activities totalling GBP4.2 million (H1 2016: GBP4.5 million). Cash outflow mainly related to the Infiapps first year earn-out payment of GBP3.9 million (H1 2016: Nil) as well as the payment of a final dividend for the 2016 financial year of GBP0.9 million (2016: Nil)

As at 28 February 2017 the Group has a strong balance sheet with cash and cash equivalents amounting to GBP19.2 million (31 August 2016: GBP21.0 million), which includes ring-fenced customer liability balances of GBP1.8 million (31 August 2016: GBP1.8 million). Contingent remuneration included within current liabilities of GBP5.6 million (31 August 2016: GBP3.8 million) relates to the 8Ball and Infiapps acquisitions. Contingent consideration of GBP6.1 million (31 August 2016: GBP5.6 million) included in non-current liabilities relates to the acquisition of the Tarco Assets, with the increase in the period representing the unwinding of the discount.

Adjusted earnings, EPS and dividend

Basic loss per share was 15.3 pence (H1 2016: loss per share of 0.1 pence). Adjusted basic earnings per share was up 24% to 13.3 pence (H1 2016: Pro-forma 10.7 pence). The Board believes that adjusted basic earnings per share (excluding exceptional items such as impairment, contingent remuneration, acquisition costs, amortisation of intangible assets excluding those arising from internal development and share based payments) enables a better understanding of the underlying business performance.

 
                                             Unaudited    Unaudited 
                                                          Pro-forma 
                                           6 months to     6 months 
                                                                 to 
                                             28-Feb-17    29-Feb-16 
                                               GBP'000      GBP'000 
 
 (Loss)/profit after 
 tax                                          (10,272)           64 
 Amortisation of 
 intangible assets*                              4,012        4,039 
 Depreciation                                      121           57 
 Acquisition and Listing costs                   (104)           77 
 Contingent remuneration                         4,747        1,996 
 Share-based payments (including 
  associated taxes)                                640          976 
 Unwinding of Tarco Assets contingent              500            - 
  consideration discount 
 Impairment, net of movement in                  9,307            - 
  deferred taxation 
                                          ------------  ----------- 
 Adjusted earnings                               8,951        7,209 
 
 
 Adjusted earnings 
  per share                                       13.3         10.7 
 Adjusted diluted 
 earnings per share                               12.9         10.4 
 Basic loss per 
  share                                         (15.3)        (0.1) 
                                          ------------  ----------- 
 

* Excluding amortisation of internally generated development costs.

** Adjusted diluted earnings per share is calculated using the effect of share options and LTIP's.

In respect of the period ended on the 28 February 2017 the Board has declared an interim dividend of 1.2 pence per share, an increase of 9% over the prior period (29 February 2016: 1.1 pence per share) and in line with the Group's progressive dividend policy.

The dividend timetable:

 
 Ex-dividend     06 July 
  date            2017 
 Record Date     07 July 
  for dividend    2017 
 Payment Date    01 August 
                  2017 
 

Ronen Kannor

Chief Financial Officer

30 May 2017

STRIDE GAMING PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the period ended 28 February 2017

 
                                                       6 months    6 months 
                                                          to 28       to 29 
                                               Note    February    February 
                                                           2017        2016 
                                                        GBP'000     GBP'000 
 
 Revenue                                          3      44,007      21,584 
 
 Cost of sales                                          (5,594)     (2,272) 
 
 
 Gross profit                                            38,413      19,312 
 
 Distribution costs                                    (19,599)     (8,702) 
 Administrative expenses                                (9,170)     (4,990) 
------------------------------------------  -------  ----------  ---------- 
 
 Adjusted EBITDA                                          9,644       5,620 
 
 Share based payments and associated 
  taxes                                                   (640)       (976) 
 Acquisition costs                                          104        (77) 
 Contingent remuneration                          7     (4,747)     (1,996) 
 Impairment                                       5    (10,160)           - 
 Amortisation of intangible assets                5     (4,263)     (1,966) 
 Depreciation                                             (121)        (57) 
 
 Operating (loss)/profit                               (10,183)         548 
 
 Finance expense                                          (906)       (345) 
 Finance income                                              25          25 
 
 
 (Loss) / profit before tax                            (11,064)         228 
 
 Tax credit / (expense)                          10         792       (273) 
 
 
 Loss after tax                                        (10,272)        (45) 
 
 Other comprehensive income: 
 
 Items that will or may be reclassified 
 to profit or loss 
 Exchange gains arising on translation 
  of foreign operations                                     878       1,671 
 
 Total comprehensive income for 
  the period attributable to the 
  equity holders of the parent entity                   (9,394)       1,626 
 
 
 
 Loss per Share (p)                               4 
------------------------------------------  -------  ----------  ---------- 
 Basic                                                   (15.3)       (0.1) 
 Diluted                                                 (15.3)       (0.1) 
------------------------------------------  -------  ----------  ---------- 
 
 
 

STRIDE GAMING PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 28 February 2017

 
                                   Note   Unaudited   Audited 
                                              At 28     At 31 
                                           February    August 
                                               2017      2016 
                                            GBP'000   GBP'000 
 
 ASSETS 
 Non-current assets 
 Property plant and equipment                   648       662 
 Intangible assets                    5      61,011    73,566 
 Other receivables                    6       3,360     3,416 
 Deferred tax asset                             199       217 
 Available for sale investments                 810       810 
                                            _______   _______ 
 
                                             66,028    78,671 
                                            _______   _______ 
 
 Current assets 
 Trade and other receivables          6       6,260     5,827 
 Income tax receivable                          205       168 
 Cash and cash equivalents                   19,196    21,080 
                                            _______   _______ 
 
                                             25,661    27,075 
                                            _______   _______ 
 
 Total assets                                91,689   105,746 
                                            _______   _______ 
 
 
 LIABILITIES 
 Non-current liabilities 
 Trade and other payables             7       6,154     6,772 
 Loans and borrowings                 8       5,405         - 
 Deferred tax liability                       2,692     3,708 
                                            _______   _______ 
 
                                             14,251    10,480 
                                            _______   _______ 
 
 Current liabilities 
 Trade and other payables             7      14,745    17,352 
 Income tax payable                             626       728 
 Loans and borrowings                 8       2,500     8,000 
                                            _______   _______ 
 
                                             17,871    26,080 
                                            _______   _______ 
 
 Total liabilities                           32,122    36,560 
                                            _______   _______ 
 
 Net assets                                  59,567    69,186 
                                            _______   _______ 
 
 
                                              Note   Unaudited    Audited 
                                                         At 28      At 31 
                                                      February     August 
                                                          2017       2016 
                                                       GBP'000    GBP'000 
 Issued capital and reserves attributable 
  to 
  owners of the parent 
 Share capital                                             674        666 
 Share premium                                          40,641     38,975 
 Merger reserve                                              -     11,253 
 Shares to be issued                                         -      1,674 
 Available-for-sale reserve                                810        810 
 Capital contribution                                        -     13,707 
 Share option reserve                                        -      1,911 
 Foreign currency translation reserve                    3,450      2,572 
 Retained earnings                                      13,992    (2,382) 
                                                       _______    _______ 
 
                                                        59,567     69,186 
 TOTAL EQUITY                                          _______    _______ 
 
 

STRIDE GAMING PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 28 February 2017

 
                                                     Shares                                                     Foreign 
                                                      to be                             Capital     Share      currency 
                       Share    Share      Merger    issued   Available-for-sale   contribution    option   translation   Retained      Total 
                     capital   Premium    Reserve   reserve              reserve        reserve   reserve       reserve   earnings     equity 
                     GBP'000   GBP'000    GBP'000   GBP'000              GBP'000        GBP'000   GBP'000       GBP'000    GBP'000    GBP'000 
 At 31 August 2015       502   10,608       3,013     4,132                    -         14,271       266             7    (1,996)     30,803 
 
 Loss for the 
  period                                                                                                                      (45)       (45) 
 Total 
  Comprehensive 
  income                   -      -             -         -                    -              -         -         1,671          -      1,671 
 Share based 
  payment                  -      -             -         -                    -              -       897             -          -        897 
 Issue of shares          11    2,447           -   (2,458)                    -              -         -             -          -          - 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 
 At 29 February 
  2016                   513   13,055       3,013     1,674                    -         14,271     1,163         1,678    (2,041)     33,326 
 Loss for the 
  period                   -      -             -         -                    -              -         -             -      (341)      (341) 
 Other 
  comprehensive 
  income                   -      -             -         -                  810              -         -           894          -      1,704 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 Total 
  comprehensive 
  expense for the 
  period                   -      -             -         -                  810              -         -           894      (341)      1,363 
 
 Dividends                 -      -             -         -                    -          (564)         -             -          -      (564) 
 Acquisition of 
  business 
  through issue of 
  shares                  33      -         8,240         -                    -              -         -             -          -      8,273 
 Share based 
  payment                  -      -             -         -                    -              -       748             -          -        748 
 Issue of shares, 
  net of share 
  issue 
  costs                  120   25,920           -         -                    -              -         -             -          -     26,040 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 
 At 31 August 2016       666   38,975      11,253     1,674                  810         13,707     1,911         2,572    (2,382)     69,186 
 
 Loss for the 
  period                   -      -             -         -                    -              -         -             -   (10,272)   (10,272) 
 Other 
  comprehensive 
  income                   -      -             -         -                    -              -         -           878          -        878 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 Total 
  comprehensive 
  income for the 
  period                   -      -             -         -                    -              -         -           878   (10,272)    (9,394) 
 Dividends                 -      -             -         -                    -          (943)         -             -          -      (943) 
 Share based 
  payment                  -      -             -         -                    -              -         -             -        718        718 
 Issue of shares           8    1,666           -   (1,674)                    -              -         -             -          -          - 
 Reserves transfer         -      -      (11,253)         -                    -       (12,764)   (1,911)             -     25,928          - 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 
 At 28 February 
  2017                   674   40,641           -         -                  810              -         -         3,450     13,992     59,567 
                      ______   ______      ______    ______               ______         ______    ______        ______     ______     ______ 
 
 
 

STRIDE GAMING PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

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

Share premium Amount subscribed for share capital in excess of nominal value.

Merger reserve Represents the difference between the nominal value of shares acquired by the Company in the share-for-share exchange with Daub Alderney Limited and the nominal value of shares issued to acquire them as well as the satisfaction of the initial consideration in respect of the acquisition of the trade and assets of Table Top Entertainment Limited and Tarco Limited.

Shares to be issued Represents the shares to be issued in respect of the acquisition of certain intangibles assets.

Available for sale reserve Gains/losses arising on fair value movement of financial assets classified as available for sale.

Capital contribution Represents the release of the Group's obligation to repay borrowings of GBP6,999,000, the contribution by a shareholder of the entire share capital of Baldo Line SRL, the cash contribution by a shareholder to acquire Spacebar Media Limited and the GBP8,454,786 payment made in the form of shares by the shareholders to settle obligations following the acquisition of Table Top Entertainment Limited.

Share options Represents the fair value of awards made under the Group's share option schemes.

Foreign currency translation reserve Gains/losses arising on retranslating the net assets of overseas operations into Sterling as well as inter-company loan balances treated as investment in subsidiaries that the directors believe will not be repaid for the foreseeable future.

Retained earnings The account includes cumulative profits and losses less any distributions made to shareholders. In addition, during the year ending 31 August 2017 the total balance in the merger, share option and capital contribution reserves were transferred to this account and are available for distribution under Jersey Company Law subject to meeting other Companies Act requirements.

STRIDE GAMING PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 
 For the period ended 28 February         Note    6 months    6 months 
  2017                                               to 28       to 29 
                                                  February    February 
                                                      2017        2016 
                                                   GBP'000     GBP'000 
 Cash flows from operating activities 
 Loss for the period                              (10,272)        (45) 
 Adjustments for: 
 Depreciation of property, plant 
  and equipment                                        121          57 
 Amortisation of intangible assets                   4,263       1,966 
 Impairment of intangible assets                    10,160           - 
 Finance expense                                       906         345 
 Share-based payment expense                           640         897 
 Finance income                                       (25)        (25) 
 Income tax (credit) / expense                       (792)         273 
                                                   _______     _______ 
 
                                                     5,001       3,468 
 (Increase)/decrease in trade and 
  other receivables                                  (542)         763 
 Decrease in trade and other payables                  404         587 
                                                   _______     _______ 
 
 Cash generated from operations                      4,863       4,818 
 Income taxes paid                                   (635)       (315) 
                                                   _______     _______ 
 
 Net cash flows from operating 
  activities                                         4,228       4,503 
 
 
 Investing activities 
 Purchases of property, plant and 
  equipment                                   (100)       (50) 
 Purchase of intangibles                      (262)      (217) 
 Capitalised development costs                (582)      (476) 
 Finance income                                  25         25 
                                            _______    _______ 
 
 Net cash used in investing activities        (919)      (718) 
 
 Financing activities 
 Bank borrowings, net of fees                 7,905          - 
 Interest paid                                (369)      (292) 
 Contingent remuneration                    (3,953)          - 
 Repayment of related party borrowings      (8,000)    (1,083) 
 Dividend                                     (943)          - 
                                            _______    _______ 
 
 Net cash used in financing activities      (5,360)    (1,375) 
 Net (decrease)/increase in cash 
  and cash equivalents                      (2,051)      2,410 
 Cash and cash equivalents at beginning 
  of period                                  21,080      7,388 
 Exchange gains on cash and cash 
  equivalents                                   167         86 
                                            _______    _______ 
 
                                             19,196      9,884 
 Cash and cash equivalents at end           _______   ________ 
  of period 
 

STRIDE GAMING PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the period ended 28 February 2017

   1    General information 

The unaudited interim condensed consolidated financial statements for the six months ended 28 February 2017, which were approved by the Board of Directors on 30 May 2017, do not comprise statutory accounts and should be read in conjunction with the Annual Report for the year ended 31 August 2016. Those accounts have been reported upon by the Group's auditors and delivered to Companies House in Jersey. The report of the auditors on those accounts was unqualified. The Annual Report is published in the Investors section of the Group website at www.stridegaming.com and is available from the Company on request.

   2    Basis of preparation 

The unaudited interim condensed consolidated financial statements are prepared on the basis of the accounting policies stated in the Group's 2016 Annual Report, which is available on the Group's website at www.stridegaming.com. In the current reporting period, the Group has adopted a number of revised Standards and

Interpretations.    However, none of these have had a material impact on the Group's reporting. 

The IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Group.

In addition, the following standards are in issue but not yet effective:

-- IFRS 9 'Financial instruments' will supersede IAS 39 in its entirety, and is effective for accounting periods commencing on or after 1 January 2018. The potential impacts of the new standard include new classification and measurement criteria that will require financial instruments to be classified into one of three categories being amortised cost, fair value through other comprehensive income or fair value. Classification will be determined by the business model and contractual cash flow characteristics of the instruments. Furthermore, the general hedge accounting mechanisms of IAS 39 have been retained, however greater flexibility has been introduced over the instruments eligible for hedge accounting and effectiveness testing has been more closely aligned with the underlying risk management practices of the entity. The Group is reviewing the requirements of the new standard to fully determine its impact.

-- IFRS 15 'Revenue from contracts with customers' establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, with an effective date for accounting periods beginning on or after 1 January 2018. Early assessment of the requirements of the new standard suggest it will not have a material impact upon the Group's reported performance and the Group will continue to assess the full impact to ensure it is ready to implement the new standard in advance of its effective date.

-- IFRS 16 'Leases' will replace IAS 17 in its entirety and is effective for accounting periods beginning on or after 1 January 2019. It will result in most leases being recognised on the Statement of Financial Position. The Group continues to assess the full impact of IFRS 16.

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements.

   3   Segment information 

For management purposes the Group's operations are allocated into the following reporting segments:

-- Real money gaming which is its UK focused, bingo-led online operation, using its proprietary and purchased software to provide online bingo and related gaming activities to players. This segment only operates in regulated markets, principally the UK; and

-- Social gaming which internationally provides players with entertaining applications and games.

Each of these operating segments generates independent revenues, and the risks and rewards associated with generating these revenues are considered to be different to each other.

Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer.

The Group evaluates segmental performance on the basis of Adjusted EBITDA from operations excluding certain costs and income which is not allocated to a segment. There are no inter-segment sales.

 
                          Real money        Social 
                              gaming        gaming         Total 
                            6 months      6 months      6 months 
                                  to            to            to 
                         28 February   28 February   28 February 
                                2017          2017          2017 
                             GBP'000       GBP'000       GBP'000 
 
  Total revenue 
   from external 
   customers                  39,328         4,679        44,007 
                             _______       _______       _______ 
 
                               8,790           854         9,644 
  Adjusted EBITDA 
                             _______       _______ 
 
  Impairment                       -      (10,160)      (10,160) 
  Depreciation                 (107)          (14)         (121) 
  Amortisation               (3,302)         (961)       (4,263) 
                             _______       _______ 
 
 
  Acquisition costs                                          104 
  Finance income                                              25 
  Share-based payments and associated taxes                (640) 
  Finance expense                                          (906) 
  Contingent remuneration                                (4,747) 
                                                         _______ 
 
  Group loss before tax                                 (11,064) 
                                                         _______ 
 
 
                          Real money        Social 
                              gaming        gaming         Total 
                            6 months      6 months      6 months 
                                  to            to            to 
                         29 February   29 February   29 February 
                                2016          2016          2016 
                             GBP'000       GBP'000       GBP'000 
 
  Total revenue 
   from external 
   customers                  15,422         6,162        21,584 
                             _______       _______       _______ 
 
  Adjusted EBITDA              3,340         2,280         5,620 
                             _______       _______ 
 
  Depreciation                  (33)          (24)          (57) 
  Amortisation               (1,304)         (662)       (1,966) 
                             _______       _______ 
 
  Acquisition costs                                         (77) 
  Finance income                                              25 
  Share-based payments and associated taxes                (976) 
  Finance expense                                          (345) 
  Contingent remuneration                                (1,996) 
                                                         _______ 
  Group profit before tax                                    228 
                                                         _______ 
 
 
        4     Earnings per share 
 
                                         6 months    6 months 
                                            to 28       to 29 
                                         February    February 
                                             2017        2016 
  Numerator                                  '000        '000 
 
 
  Loss for the period                    (10,272)        (45) 
                                          _______     _______ 
 
  Denominator                                '000        '000 
 
  Weighted average 
   number of shares 
   used in basic 
   EPS                                     67,207      51,085 
 
  Effects of: 
 
  Employee share 
   options                                  2,044       1,333 
 
  Contingent share 
   consideration 
   on acquisition 
   of intangible 
   and business combination                     -         407 
                                          _______     _______ 
  Weighted 
   average number 
   of shares 
   used in diluted 
   EPS                                     69,251      52,825 
                                          _______     _______ 
 
 

Potential ordinary shares are not dilutive due to the loss in the period to 28 February 2017.

        5     Intangible assets 
 
 
                                                                                              Customer 
                                                                                                   and 
                                                                                           contractual 
                                                                                         relationships 
                              Software 
                                   and       Development     Brand 
                              Licenses             costs     Names            Goodwill                      Total 
                               GBP'000           GBP'000   GBP'000             GBP'000         GBP'000    GBP'000 
       Cost 
       At 1 September 
        2015                    13,585               246     2,265              14,866           7,925     38,887 
       Acquired 
        through 
        business 
        combination                282                 -     5,855              20,446          10,730     37,313 
       Additions                   377                 -         -                   -               -        377 
       Internally 
        generated 
        development 
        costs                        -             1,028         -                   -               -      1,028 
       Foreign 
        exchange 
        rate movements           1,464                 -       206                 926             452      3,048 
                               _______           _______   _______             _______         _______    _______ 
       At 31 
        August 
        2016                    15,708             1,274     8,326              36,238          19,107     80,653 
       Additions                   274                 -        48                   -               -        322 
       Internally 
        generated 
        development 
        costs                        -               582         -                   -               -        582 
       Foreign 
        exchange 
        rate movements             508                26        70                 314             153      1,071 
                               _______           _______   _______             _______         _______    _______ 
       At 28 
        February 
        2017                 16,490           1,882         8,444         36,552                19,260     82,628 
                               _______           _______   _______             _______         _______    _______ 
  Accumulated 
   amortisation 
   and impairment 
 
  At 1 September 
   2015                                  1,051        18       317          -                    1,134      2,520 
  Charge 
   for the 
   period                                2,129       224       521          -                    1,515      4,389 
  Foreign 
  exchange 
  rate movements                            97         6        27          -                       48        178 
                                       _______   _______   _______    _______                  _______    _______ 
  At 31 
   August 
   2016                                  3,277       248       865          -                    2,697      7,087 
  Charge 
   for the 
   period                                1,232       251       892          -                    1,888      4,263 
  Impairment                             2,372         -       271      6,162                    1,355     10,160 
  Foreign 
  exchange 
  rate movements                            58         4        17          -                       28        107 
                                       _______   _______   _______    _______                  _______    _______ 
  At 28 
   February 
   2017                                  6,939       503     2,045      6,162                    5,968     21,617 
                                       _______   _______   _______    _______                  _______    _______ 
  NBV 
 
  At 1 September 
   2015                                 12,534       228     1,948     14,866                    6,791     36,367 
  At 31 
   August 
   2016                                 12,431     1,026     7,461     36,238                   16,410     73,566 
  At 28 
   February 
   2017                                  9,551     1,379     6,399     30,390                   13,292     61,011 
                                       _______    ______   _______    _______                  _______    _______ 
 
 
 

Goodwill

Goodwill is allocated to the following cash generating units

 
                                                     28        31 
                                               February    August 
                                                   2017      2016 
                                                GBP'000   GBP'000 
 
       Spacebar Media                             5,936     5,936 
       Table Top Entertainment                    4,008     4,008 
       8Ball Games                                6,473     6,473 
       Tarco Assets                              13,973    13,973 
       Social Gaming                                  -     5,848 
                                                _______   _______ 
 
                                                 30,390    36,238 
                                                _______   _______ 
 
 

In accordance with IAS 36 Impairment of Assets, the Group regularly monitors the carrying value of its intangible assets. A review for indicators of impairment was undertaken at 28 February 2017 to assess whether any potential indicators were apparent and following this review a detailed impairment review was completed in respect of the Social Gaming cash generating unit to determine if the carrying value of assets was supported by the net present value of future cash flows derived from those assets.

The recoverable amount has been determined from value in use calculations based on cash flow projections from formally approved budgets and long-term forecasts. These budgets and forecasts assume the underlying business models will continue to operate on a comparable basis under the current regulatory and taxation regimes, adjusted for any known changes. As a result of this review the Group determined that the weaker than expected social gaming market had an adverse effect on the projected value in use and consequently the intangible assets have been written down to their value in use. An impairment of GBP6,162,000 has been charged against goodwill and GBP3,998,000 against acquired intangibles.

 
 6    Trade and other receivables 
                                                   28        31 
                                             February    August 
                                                 2017      2016 
                                              GBP'000   GBP'000 
      Current 
  Trade receivables                             4,892     4,352 
  Other receivables                               840       950 
  Prepayments                                     528       525 
                                              _______   _______ 
 
                                                6,260     5,827 
                                              _______   _______ 
      Non-current 
  Funds held in escrow                          3,000     3,000 
  Other receivables                               360       416 
                                              _______   _______ 
                                                3,360     3,416 
                                              _______   _______ 
 7     Trade and other payables 
                                                   28          31 
                                             February      August 
                                                 2017        2016 
                                              GBP'000     GBP'000 
       Current 
       Trade payables                           2,762       2,857 
       Other payables                             551       2,482 
       Other taxation and social security       1,179       1,941 
       Client liabilities and progressive 
        prize pools                             1,802       1,828 
       Contingent remuneration (a)              5,564       3,805 
       Amounts due to related parties             584         783 
       Accruals and deferred income             2,303       3,656 
                                              _______     _______ 
 
                                               14,745      17,352 
                                              _______     _______ 
       Non-current 
        Contingent remuneration (a)                 -         820 
       Contingent consideration (b)             6,120       5,620 
       Other payables                              34         332 
                                              _______     _______ 
                                                6,154       6,772 
                                              _______     _______ 
 
 

(a) The contingent remuneration represents the following:

- GBP764,000 being the second of a two-part annual earn-out payable to the sellers of InfiApps Limited if they remain employed by the Group for a two-year period post-acquisition. In accordance with the terms of the purchase agreement the total earn-out cannot exceed $18 million; and

- GBP4,800,000 being the one year earn-out payable to the sellers of 8ball Games Limited if they remain employed by the Group for a one year period post-acquisition. The total earn-out cannot exceed GBP18 million.

Contingent remuneration has been calculated based on the Group's expectation of final payment in relation to each of the earn-out agreements. This is being charged to the income statement over the earn-out period due to the former owners having to continue to provide service. The earn-out targets are based on the EBITDA multiple of the annual results of the acquired businesses. The fair value of the earn-out considerations are calculated by weighting the probability of achieving these targets to give an estimate of the final obligations. The income statement effect is shown below, noting that the InfiApps second year earn-out has been adjusted to reflect the decrease in expected EBITDA (note 5).

 
                                                    28         29 
                                              February   February 
                                                  2017       2016 
                                               GBP'000    GBP'000 
 
          InfiApps contingent remuneration        (98)      1,996 
          8Ball contingent remuneration          4,845          - 
                                               _______    _______ 
 
                                                 4,747      1,996 
                                               _______    _______ 
 

(b) The contingent consideration relates to the acquisition of certain assets from Tarco Limited which was recorded as a liability on 31 August 2016, being the acquisition date. It is being unwound from this date until the consideration is due to be paid and was calculated based on the Group's expectation of what it will pay in accordance to the sale and purchase agreement. The earn-out targets are based on the EBITDA multiple of the annual results of the year ending 31 December 2017.

 
 8      Loans and borrowings 
                                                  28        31 
                                            February    August 
                                                2017      2016 
                                             GBP'000   GBP'000 
            Current 
            Bank borrowings                    2,500         - 
            Related party borrowings               -     8,000 
                                             _______   _______ 
 
                                               2,500     8,000 
                                             _______   _______ 
 
 
 
            Non-current 
            Bank borrowings     5,405         - 
                              _______   _______ 
 

During the period, GBP8.0 million of related party borrowings were repaid (note 9). In November 2016, the Group entered into a loan facility with Barclays Bank Plc for GBP8.0 million. This facility matures four years from the date of the initial drawdown on a 3.6 per cent plus LIBOR annual floating rate basis payable quarterly, with the principal sum outstanding amortising on a quarterly basis over the term of the facility. Daub Alderney Limited, Spacebar Media Limited, S.T.R. Financials Ltd and InfiApps Limited (all 100% subsidiaries of the Group) have provided unlimited guarantee on the borrowings.

 
 9   Related party transactions 
 

The Group previously received payment processing services from a company related by common significant shareholders. Fees charged during the period were GBPnil (H1 2016: GBP443,000). The amount due to the Group at 28 February 2017 is GBPnil (31 August 2016: GBP228,000 due to the payment processing company by the Group). This relationship was terminated on 1 May 2016, whereby the Group incurred a termination fee of GBP300,000.

The acquisition of the Tarco Assets and Netboost Media on 31 August 2016 constituted a related party transaction due to the acquired businesses being under common control. As at 28 February 2017 the contingent consideration in relation to this acquisition was GBP6.12 million (31 August 2016: GBP5.62 million) of which GBP5.33 million is due to related parties (31 August 2016: GBP4.90 million). The movement is the unwinding of the discount. Refer to note 7.

In the year ended 31 August 2015 the ultimate controlling party prior to the IPO contributed its 100% investment in the equity share capital of Baldo by way of a capital contribution to the Group. Following this contribution, a total of GBP170,000 was due to this ultimate controlling party (which remains a significant shareholder) on 28 February 2017 and 31 August 2016. The balance is interest free and repayable on demand.

The Group entered into related party transactions with certain other companies under control of shareholders for the provision of software platform, marketing and other back office services. The total purchases in the period ended 28 February 2017 were GBP3,033,000 (H1 2016: GBP1,674,000). The total amount due by the Group at 28 February 2017 is GBP414,000 (31 August 2016: GBP383,000).

On 30 July 2015, the Group entered into a loan agreement with a shareholder for a total amount of GBP8,000,000. The amount, which was due for full repayment in July 2017, was incurring interest of 7.5% per annum paid monthly in arrears. The full amount of GBP8,000,000 plus one month of accrued interest of GBP51,000 was outstanding as at 31 August 2016. On 9 December 2016 the loan was repaid in full following the refinancing agreed with Barclays in November 2016. Total interest expense in the period ended 28 February 2017 was GBP158,000 (H1 2016: GBP298,000) plus an early termination fee of GBP100,000.

In October 2015 a total of GBP1,083,000 of short term, interest free borrowings were repaid to the previous owners of the InfiApps Ltd business, in accordance with the terms of the sale and purchase agreement.

 
 10   Taxation 
 
 
                                                                28         29 
                                                          February   February 
                                                              2017       2016 
                                                           GBP'000    GBP'000 
 
            Current tax expense                              (367)      (408) 
            Release of deferred tax liability 
             on acquired intangibles                           306        135 
            Release of deferred tax liability                  853          - 
             on impairment of acquired intangibles 
                                                           _______    _______ 
 
 Total tax credit / (charge)                                   792      (273) 
                                                           _______    _______ 
 11      Events after the reporting 
          date 
 
 

In May 2017 a new B2B division was launched, Stride Together, which will enable the Group to licence its proprietary platform to gaming operators, media partners and retailers in the UK and globally. This will assist in creating an online presence for the B2B division's customers and to enter the omni-channel gaming space.

On 26 May 2017, the Group established its first Stride Together Joint Venture ("JV") with a leading gaming operator in the UK, Aspers Group Limited ("Aspers"). Aspers online business is targeted to launch in Q4 2017.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR OKCDNCBKDDPB

(END) Dow Jones Newswires

May 30, 2017 02:02 ET (06:02 GMT)

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