Final Results

Gaming VC Holdings S.A. 11 April 2006 Press Release 11 April 2006 Gaming VC Holdings S.A. ('Gaming VC' or 'the Group') Preliminary Results Gaming VC Holdings S.A., a leading European online casino provider, today announces its unaudited Preliminary Results for the year ended 31 December 2005. Financial Highlights The Casino business was acquired by Gaming VC on 21 December 2004 so the comparative 2004 figures only reflect 11 days trading. • Recommended final dividend of 21p per share to be paid on 22 May 2006. Total dividend for year of 42p per share represents yield of 9.7% on last night's closing price. • Turnover of €40.4 million (2004: €0.7 million) • Gross margin 76% (2004: 79%) • Operating profit of €13.4 million (2004: €0.4 million) • Profit before tax of €12.8 million (2004: €0.3 million) • Basic earnings per share of €0.41 • Average daily revenue €113k for 1Q 2006 Business Highlights • Average 2% per month revenue growth since October 2005 achieved • New registrations continue to increase: 14,700 Q1 06 (11,200 Q4 05; 8,450 Q3 05) • New depositing player numbers tracking registrations • German speaking markets show continued strong growth • New technology has enabled greater customer differentiation and targeting • Gaming VC does not accept wagers from residents of the USA • Relative value of players acquired over last two quarters is on par with players acquired in previous years (€60 revenue per month per player) Commenting on these results, Steve Barlow, Chief Executive of Gaming VC, said: 'These results demonstrate Gaming VC's ability to deliver strong increases in revenues as seen by the achievement of at least 2% per month revenue growth since October 2005. Our cost base remains broadly fixed with incremental revenues contributing directly to profits. 'The Group's focus on non-US markets has led to improved awareness of Gaming VC amongst our peer group and shareholders. The Board anticipates that this financial year will deliver another strong set of results, with the creation of shareholder value a key objective for the Group.' - Ends - For further information: Gaming VC Holdings S.A. Steve Barlow, Chief Executive Tel: +44 (0) 20 7398 7700 investors@gamingvc.com www.gamingvc.com Media enquiries: Abchurch Chris Lane / Katherine Murphy Tel: +44 (0) 20 7398 7700 katherine.murphy@abchurch-group.com www.abchurch-group.com Chairman's statement I am pleased to present Gaming VC's maiden set of preliminary results since our admission to AIM in December 2004. These results are in line with market expectations and I am pleased to say that we are delivering our target of 2% average revenue growth per month. The results for the year ended 31 December 2005 show an operating profit of €13.4 million (2004: €0.4 million) and a net profit of €12.8 million (2004: €0.3 million). The Board has recommended a final dividend of 21p (gross) per share, giving a total distribution of 42p for the year. Earnings per share on profit after tax were €0.41 (2004: €0.02). The dividend will be paid on 22 May 2006 to holders on the share register at 21 April 2006. Gaming VC provides a proven business model and is a leading online gaming operator in German speaking countries. Importantly, we do not accept wagers from US customers and as such are not affected by current or potential prohibitive legislation in that market. The Board is confident that this lack of exposure to the United States significantly enhances the value of the Group relative to our peer group. Our aim is to continue growing in our core German markets, where new marketing initiatives have proven to be successful and we are continuing to expand market share. We are also selectively looking at opportunities to replicate this model in other geographic areas. A key factor in Gaming VC's growth is its committed and experienced management team. In January 2006, we welcomed Gerard Cassels to Gaming VC's management commitee as Finance Director. Gerard brings a wealth of experience to the Group, having held the position of Finance Director within several successful listed companies in Europe. Furthermore, the Board proposes that Adrian J R Smith is appointed as a Non-Executive Director. Adrian is the CEO of the Woolton Group, and has significant public company and corporate governance experience, having been the Non-Executive Chairman of the Carter and Carter Group from 2002 through to its flotation in 2005. In addition to his continued non-executive director position at Carter and Carter plc, he serves on the board of Tutogen Medical Inc. in the USA, and the Harbor Branch Oceanographic Institution. His management experience includes Deloitte Touche Tohmatsu, Grant Thornton LLP and Arthur Andersen LLP, as well as Procter and Gamble. It is expected that Adrian will be Chairman of the Remuneration committee and will also sit on the other core governance committees of Audit and Nomination. Shareholders will be asked to confirm Gerard Cassels' and Adrian Smith's appointments at the forthcoming AGM. We are well positioned to maintain our growth in 2006 and are confident that our efforts to build Gaming VC's presence in the online casino market will continue to deliver positive results. Trading in 2006 to date has been comfortably in line with management's expectations. Nigel Blythe-Tinker Chairman Chief Executive's Statement Over the past financial year we have established a robust operational framework which will allow Gaming VC to move to the next stage of growth as we leverage our position as a leading online Casino in German speaking markets. The strong increase in revenues is a testament to the durability of our Casino business and the strengths of our marketing strategy which both indicate future growth opportunities. The German gaming market remains considerably buoyant and we are consistently adding to our customer base. The strategy going forward is to continue to build on the strongly cash generative core business in German speaking markets, whilst looking selectively at opportunities to enter other national markets with a Casino offering that is custom tailored to each targeted country. Casino Gaming VC is now in a position where we have a reliable customer base that provides the Group with good forward visibility of earnings. To further sustain growth, we have developed a monthly direct mail campaign for customer acquisition, in addition to the quarterly publication of our Casino Club magazine. These new campaigns follow two high volume test direct mail campaigns that we ran in July and August 2005. The combination of these two marketing initiatives has resulted in strong customer acquisition and retention levels that are among the highest in the industry with our average customer playing for 22 months. This anchor marketing campaign has now been operating for 6 months and has significantly improved the performance of the core business as shown below: Q3 2005 Q4 2005 Q1 2006 New registrations 8,458 11,187 14,777 New depositing customers 4,663 5,245 7,428 Daily average revenue € 98,500 € 106,350 € 112,800 In addition, we have begun to add e-mail, banner and affiliate programmes to our overall marketing strategy in support of our direct mail efforts, and we are also working on the launch of new casino games, such as a football biased slot game for the World Cup in June 2006. New territories One of our growth strategies is to examine opportunities to replicate our proven business model in new geographical markets. In Spain, additional marketing spend has been allocated to drive the customer numbers needed to achieve critical mass. Spain was selected as the first test market for a new casino as it was identified as a market that had no contentious legislation for internet gaming, an appropriate level of internet infrastructure and no current dominant market leader in the online gaming sector. An initial broad media campaign to heighten customer awareness of the Casino Club brand was launched in September 2005. Encouragingly, visits to the Spanish site in September and October 2005 were over 9,000 per day, with online channels showing good leads to the site. However, the conversion of leads to paid play was significantly slower than expected. Subsequent analysis identified areas of web navigation and Spanish support services as contributing factors. These issues have now been addressed with both site and customer support improvements. Phase two of the Spanish marketing campaign, which entails a low additional cost, went live in March 2006. Since February 2006, we have soft launched a second new casino in Russia in conjunction with experienced local business people who have significant internet and marketing experience. The new site (www.casino-club.ru) offers the usual suite of casino games in both Euros and Roubles. Gaming VC's initial financial investment in this new casino represents only a small part of our overall marketing budget for 2006. With both Spain and Russia, it is still too early to have statistically meaningful operating data. Following a detailed operational review in 2005, we now have sophisticated reactive feedback controls in place which are integral to both trials. These give us instant and detailed market data which will ensure that additional resources will only be committed where we have a strong degree of confidence about the potential for significant upside. Poker Casino Club's online poker room completed a soft-launch in August 2005, and underwent beta-level testing during the European summer holidays. A marketing programme to promote this new product began in September 2005, including promotion in Casino Club magazine to the existing German customer base, a direct marketing campaign to new prospects and inclusion in the rollout of the Spanish marketing campaign. Poker is now accounting for about 4% of our daily revenues. With this offering, members of the Casino have the ability to play poker on our website although we expect that growth in 2006 will come predominantly from the Casino operation. Group Financial Performance The Casino business was acquired on 21 December 2004 so the comparative 2004 figures only reflect 11 days trading. The total gross wagers placed were €1.6 billion (2004: €58 million) and net revenues were €40.4 million (2004: €0.7 million). The gross profit for the financial year ended 31 December 2005 was €30.8 million (2004: €0.5 million) with the primary operating cost element for the Group being the turnkey online casino services provided by Boss Media SA and its subsidiaries. In the financial year there were no significant one-off jackpot winners in the Group's slot machine games with associated 'progressive' jackpots. The total of the available jackpots at the end of December 2005 was €1.7 million (2004: €0.9 million) with the largest available individual jackpot being €0.8 million (2004: €0.4 million). Upon this jackpot becoming payable it will be a charge against the relevant period's gross profit. The last major jackpot win was for €0.5 million in November 2004. The Group operating profit for the financial year ended 31 December 2005 was €13.4 million (2004: €0.4 million) after the deduction of distribution and administrative expenses. Distribution costs of €7.4 million (2004: nil) reflect the third party marketing costs incurred by the Group to recruit active members to the Casino. The marketing costs for 2005 include over €2 million that was related to the initial launch of the Casino in Spain and nearly €3 million associated with the launch and promotion of poker. Neither of these one-off expenses is expected to be repeated in the ongoing operation of the business. The core marketing of the Casino in 2006 is expected to account for circa €5 million out of a total estimated marketing expenditure of €9 million. The balance will be spent testing alternative marketing channels to direct mail and marketing in new territories outside Germany and Austria. The major items within the administrative expenses incurred during the financial year are detailed below 2005 2004 €'000 €'000 Employment costs 2,378 26 Travel 1,121 59 Legal, accounting and tax 1,941 40 Re-organisation costs 545 0 Amortization of intangible assets 2,802 37 All other costs 1,207 1 --------- --------- Total administrative expenses 9,994 161 --------- --------- Employment costs are analysed in note 2 to the financial results. The 2005 legal, accounting and tax costs included a one-off charge for a full audit after 6 months trading which cost €0.2 million. This was needed to give initial audited numbers as at the time of the IPO in December 2004, because audited accounts for the business being acquired were not available. In addition, given the Group's complex physical and legal structures, ongoing professional advice costs are higher than for a business based in one domicile. The re-organisation costs include the costs related to closure of the London office, reductions in headcount and a €0.2 million settlement of contractual obligations to Dr Willis on his standing down as an executive director of the Group. The amortization of intangible assets is detailed in note 5 to the financial results. This is a non-cash charge primarily to reflect the reduction in economic value over their useful lives of the intangible assets acquired on the purchase of the Casino business in December 2004. Net financing costs for the financial year ended 31 December 2005 of €0.6 million (2004: €0.007 million) are analysed in note 3 to the financial results. The majority of Group revenues are in Euros, as are both the cost of sales and marketing. Employment costs are primarily US Dollar denominated and most legal, tax and accounting services are incurred in Sterling. Dividend payments are also Sterling denominated. The Group's operational structure, with the core business in Curacao, allows for an effective global tax charge of €0.01 million. The Group periodically reviews all of the relevant and controlling tax regulations to optimise the available benefits. A Group effective tax charge of less than 2% of net profit is envisaged to continue for the foreseeable future. In the reporting period the Group generated €17 million (2004: consumed €0.2 million) from operating activities. After payment of the interim dividend of €9.6 million during the year, the Group's closing cash balance at 31 December 2005 was €7.3 million (2004: €1.3 million). Due to the nature of the business there are no significant working capital pressures on the Group during periods of revenue growth. The Group had no significant capital expenditure during the year and does not envisage any in 2006. Dividends We consider that the current dividend policy remains appropriate for the Group. The core business is cash generative and not capital intensive and we will continue to return excess capital to shareholders, as appropriate. The Board recommends a final dividend of 21p (gross) (c €0.302) per share (2004: nil), making a total distribution of 42p (c €0.604) for the year. This will be paid on 22 May 2006 to shareholders on the register at the close of business on 21 April 2006. While the total dividend for 2005 will be greater than the earnings per share in the year, given the financial performance of the Group in 2005 and the strong start to 2006, the Board considers the final dividend is merited. As at 31 March 2006 our cash balances were more than sufficient to cover the final dividend. Outlook Gaming VC has started 2006 in a strong position. We are exploring opportunities to replicate our casino product in other markets on a selective basis, but we will only commit meaningful resources after detailed feedback analysis and when we have confidence about the upside potential. In the meantime, our leading position in German speaking markets provides a very stable foundation, especially as we see significant potential for further growth in these core markets over the foreseeable future. We look forward to the remainder of the current financial year with much confidence. Steve Barlow Chief Executive Consolidated Income Statement Year ended 1 month For the year ended 31 December 2005 31 December Period ended 2005 31 December 2004(*) In thousands of euro Note Revenue 1 40,443 670 Cost of Sales (9,677) (137) ----------------------------- -------- -------- Gross profit 30,766 533 Distribution expenses (7,410) - Administrative expense (9,994) (161) ----------------------------- -------- -------- Operating profit before financing costs 13,362 372 Financial income 3 46 7 Financial expense 3 (601) - ----------------------------- -------- -------- Net financing costs (555) 7 ----------------------------- -------- -------- Profit before Tax 12,807 379 Income tax expense 4 (13) (5) ----------------------------- -------- -------- Profit for the year/period 12,794 374 ----------------------------- -------- -------- Basic earnings per share (euro) 6 0.41 0.024 ----------------------------- -------- -------- Diluted earnings per share (euro) 6 0.41 0.024 ----------------------------- -------- -------- Consolidated statement of recognised income and expense For the year ended 31 December 2005 Year ended 1 month 31 December Period ended 2005 31 December 2004(*) In thousands of euro ----------------------------- -------- -------- Profit and total recognised income and expense for the year/period 12,794 374 ----------------------------- -------- -------- (*) Prior period since incorporation on 30 November 2004 Consolidated Balance Sheet 31 December 31 December As at 31 December 2005 2005 2004 In thousands of euro Note Assets Property, plant and equipment 46 - Intangible assets 5 102,752 105,479 ----------------------------- -------- -------- Total non-current assets 102,798 105,479 ----------------------------- -------- -------- Trade receivables 2,151 620 Prepayments 531 132 Cash and cash equivalents 7,233 1,270 ----------------------------- -------- -------- Total current assets 9,915 2,022 ----------------------------- -------- -------- Total assets 112,713 107,501 ----------------------------- -------- -------- Equity Issued share capital 38,608 38,608 Share premium 67,522 67,522 Retained earnings 4,109 383 ----------------------------- -------- -------- Total equity attributable to equity holders of the parent 110,239 106,513 ----------------------------- -------- -------- Liabilities Trade and other payables 1,158 736 Accrued expenses 1,316 252 ----------------------------- -------- -------- Total current liabilities 2,474 988 ----------------------------- -------- -------- Total liabilities 2,474 988 ----------------------------- -------- -------- Total equity and liabilities 112,713 107,501 ----------------------------- -------- -------- Consolidated statement of cashflows For the year ended 31 December 2005 Year ended 1 month 31 December Period ended 2005 31 December 2004 (*) In thousands of euro Note Cash flows from operating activities Cash receipts from customers 38,911 50 Cash paid to suppliers and employees (21,966) (268) ----------------------------- -------- -------- Net cash from operating activities 16,945 (218) ----------------------------- -------- -------- Cash flows from investing activities Interest received 46 - Acquisition of business - (105,516) Acquisition of property, plant and equipment (67) - Acquisition of intellectual property 5 (75) - ----------------------------- -------- -------- Net cash from investing activities (96) (105,516) ----------------------------- -------- -------- Cash flows from financing activities Proceeds from the issue of share capital - 117,562 Payment of transaction costs (867) (10,565) Dividend paid (9,559) - ----------------------------- -------- -------- Net cash from financing activities (10,426) 106,997 ----------------------------- -------- -------- Net increase in cash and cash equivalents 6,423 1,263 Cash and cash equivalents at beginning of the year/period 1,270 - Effect of exchange rate fluctuations on cash held 3 (460) 7 ----------------------------- -------- -------- Cash and cash equivalents at end of the year/period 7,233 1,270 ----------------------------- -------- -------- (*) Prior period since incorporation on 30 November 2004 Notes to the consolidated financial statements 1 Segment reporting Segment information is presented in respect of the Group's business and geographical segments. Business segments Based on risks and returns the management considers that the primary reporting format is by business segment. The directors consider that there currently is only one business segment being the casino operation of games of chance. Therefore the disclosures for the primary segment have already been given in these financial statements. A second business segment of skill based games was launched in the last quarter of the year. It only achieved revenue of €327,000 in the year which has been included in games of chance. It is expected to be sufficiently material to be disclosed separately in the full year accounts for 2006. Geographical segments Within the year the core business activity has been concentrated in the German language countries. Development specifically tailored for other European language countries is ongoing. Owing to current legislation in the US the company continues to block access to its games to potential players located there. Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one year. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the location of the assets themselves. Geographical segments Germany Austria Other Countries Consolidated In thousands 2005 2004 2005 2004 2005 2004 2005 2004 of euro Revenue from games of 30,293 496 7,805 134 2,345 40 40,443 670 chance ------ ------ ------ ------ ------- ------- ------- ------- ------- Segment - - - - 112,713 107,501 112,713 107,501 assets ------ ------ ------ ------ ------- ------- ------- ------- ------- Capital expenditure - - - - 142 105,516 142 105,516 2 Personnel expenses Year ended 1 month 31 December Period ended 2005 31 December 2004 In thousands of euro Wages and salaries 1,713 15 Compulsory social security contributions 135 - Contributions to defined contribution plans 39 1 Equity-settled transactions 491 9 --------------------------------- -------- -------- 2,378 25 --------------------------------- -------- -------- 3 Net financing costs Year ended 1 month 31 December Period ended 2005 31 December 2004 In thousands of euro Interest income 46 - Net foreign exchange gain through profit - 7 --------------------------------- -------- -------- Financial income 46 7 --------------------------------- -------- -------- Interest expense - Interest expenses and bank charges (141) - Net foreign exchange loss through profit (460) --------------------------------- -------- -------- Financial expenses (601) - --------------------------------- -------- -------- Net financing costs (555) 7 --------------------------------- -------- -------- 4 Income tax expense Year ended 1 month 31 December Period ended 2005 31 December 2004 Recognised in the income statement In thousands of euro Current tax expense Current year 13 5 Adjustments for prior period - - --------------------------------- -------- -------- 13 5 --------------------------------- -------- -------- Deferred tax expense Origination and reversal of temporary differences - - Reduction in tax rate - - Benefits of tax losses recognises - - --------------------------------- -------- -------- - - --------------------------------- -------- -------- Total income tax expense in income statement 13 5 --------------------------------- -------- -------- Reconciliation of effective tax rate In thousands of euro Year ended 1 month 31 December Period ended 2005 31 December 2004 Profit before tax 12,807 374 --------------------------------- -------- -------- Income tax using the domestic corporation tax rate 2,818 82 Effect of tax rates in foreign jurisdictions (Rates decreased) (2,805) (75) Tax exempt revenues - (2) --------------------------------- -------- -------- 13 5 --------------------------------- -------- -------- 5 Intangible assets Goodwill Trade-marks Software Consulting Magazine Total licence In thousands of euro Cost Balance at 30 - - - - - - November 2004 Acquisitions through business combinations 73,613 15,144 11,840 419 4,500 105,516 -------------- ------- ------ ------- -------- ------- ------- Balance at 31 December 2004 73,613 15,144 11,840 419 4,500 105,516 ------------- ------- ------ ------- -------- ------- ------- Balance at 1 January 2005 73,613 15,144 11,840 419 4,500 105,516 ------------- ------- ------ ------- -------- ------- ------- Other acquisitions - - 75 - - 75 ------------- ------- ------ ------- -------- ------- ------- At 31 December 2005 73,613 15,144 11,915 419 4,500 105,591 ------------- ------- ------ ------- -------- ------- ------- Amortisation Balance at 30 - - - - - - November 2004 Amortisation for the period - - 16 1 20 37 ------------- ------- ------ ------- -------- ------- ------- Balance at 31 December 2004 - - 16 1 20 37 ------------- ------- ------ ------- -------- ------- ------- Balance at 1 January 2005 - - 16 1 20 37 Amortisation for the year - - 1,197 105 1,500 2,802 ------------- ------- ------ ------- -------- ------- ------- At 31 December 2005 - - 1,213 106 1,520 2,839 ------------- ------- ------ ------- -------- ------- ------- Carrying amounts At 31 December 2004 73,613 15,144 11,824 418 4,480 105,479 ------------- ------- ------ ------- -------- ------- ------- At 31 December 2005 73,613 15,144 10,702 313 2,980 102,752 ------------- ------- ------ ------- -------- ------- ------- Valuation methodologies The valuation methodology of each type of identifiable intangible asset is detailed below. Asset Valuation methodology Magazine-related Cost Consulting Income (cost saving) Software licence Income (incremental value plus loss of profits) Trade-marks Relief from royalty Goodwill Residual balance The valuation conclusions, for the assets acquired through business combinations, were cross-checked relative to the overall consideration paid in the transaction over net tangible assets, to ensure that the proportion of value attributed to (i) each identifiable tangible asset: and (ii) to all of the identified intangible assets combined in the total purchase price appears reasonable. In addition, the implied weighted average return on assets was reconciled with the cost of capital derived for the business as a whole to check for the reasonableness of values placed on intangible assets and the discount rates/ returns used. Amortisation and impairment charge The amortisation is recognised in the following line items in the income statement: Year ended 1 month 31 December Period ended 2005 31 December 2004 In thousands of euro Administrative expenses 2,802 37 ------------------------------- -------- --------- Impairment tests for cash-generating units containing goodwill The following units have significant carrying amounts of goodwill: 31 December 31 December 2005 2004 In thousands of euro Casino operation: GVC Corporation II B.V. 73,613 73,613 ------------------------------- -------- --------- All the intangible assets acquired in 2004 were valued at the year end and the resultant goodwill was tested for reasonableness. 6 Earnings per share The calculation of basic earnings per share at 31 December 2005 was based on the profit attributable to ordinary shareholders of €12,793,954 (2004: €373,040) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2005 of 31,135,762 (2004: 15,555,381), calculated as follows: Profit attributable to ordinary shareholders Year ended 1 month 31 December Period ended 2005 31 December 2004 In thousands of euro Profit attributable to ordinary shareholders 12,794 374 ------------------------------- -------- ----------- Weighted average number of ordinary shares Year ended 1 month 31 December Period ended 2005 31 December 2004 Issued ordinary shares beginning of the year/period 31,135,762 25,000 Effect of shares issued in December 2004 - 15,555,381 ------------------------------- ---------- ---------- Weighted average number of ordinary shares at end of the year/period 31,135,762 15,580,381 ------------------------------- ---------- ---------- Earnings per share Year ended 1 month 31 December Period ended 2005 31 December 2004 In euro Basic earnings per share 0.411 0.024 ------------------------------- ---------- ---------- Diluted earnings per share The calculation of diluted earnings per share at 31 December 2005 was based on the profit attributable to ordinary shareholders of €12,793,954 (2004: €373,040) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2005 of 31,135,762 (2004: 15,555,381), calculated as follows: Profit attributable to ordinary shareholders (diluted) Year ended 1 month 31 December Period ended 2005 31 December 2004 In thousands of euro Profit attributable to ordinary shareholders (diluted) 12,794 374 ------------------------------- -------- --------- Weighted average number of ordinary shares (diluted) Year ended 1 month 31 December Period ended 2005 31 December 2004 Weighted average number of ordinary shares at end of the year/period 31,135,762 15,580,381 Effect of share options on issue - - ------------------------------- ---------- ---------- Weighted average number of ordinary shares (diluted) at end of year/period 31,135,762 15,580,381 ------------------------------- ---------- ---------- Diluted earnings per share Year ended 1 month 31 December Period ended 2005 31 December 2004 Diluted earnings per share 0.411 0.024 ------------------------------- -------- --------- This information is provided by RNS The company news service from the London Stock Exchange

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