betbull - The European Betting Exchange Plc.
Betbull releases its Annual report 2006
London (euro adhoc) -
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
balance/Annual report 2006
Betbull plc ("Betbull") announces the release
of group consolidated audited financial statements1. Financial highlights for the year
? Betbull has continued its growth during the year 2006, achieving a record gross income of EUR 89.4 m up by 4 times compared with the year 2005 - (2005 - EUR 20.1 m) and Net Gaming Revenue of EUR 15.0 m up by 3.75 times compared with the year 2005 (2005 - EUR 4.0 m). ? EBITDA reached EUR (0.55) m - (2005 - EUR (5.2) m) and 0.08 m - (2005 - EUR (4.0) m) before share benefit charge. ? The Adjusted Operating Loss amounted to EUR (0.97) m - (2005 - EUR (4.2) m) before Share Benefit Charges of EUR 0.63 m - (2005 - EUR 1.2 m). ? Betbull maintains a healthy Cash Position of EUR 8.0 m as of 31 December 2006 - (2005 - EUR 10.7 m).
Total cost and expenditures included various extraordinary items, in particular, for legal counsel and lobbying as well as the start up costs of the businesss in Spain and Italy.
2. Business highlights for the year
? Private placing raising EUR 4.2 m by issuing 1,050,000 new ordinary shares, 942,069 not accounted for in the balance sheet, (closed 28 February 2007 yielding a total of 7,621,431 shares issued overall) with the goals to fund further business development and to maintain flexibility. ? Award of four licenses in Italy for the cities of Milan and Como in a tender process. ? Joint Venture signed with Grupo Orenes, a leading Spanish leisure operator, with the goal to establish a retail betting chain in Spain. ? Opening of the first retail betting units in Spain. ? Completion of repositioning the company as a retail betting operator with complementary online offering. The portfolio of retail betting units was restructured to achieve an overall better performance on fewer outlets. ? Major swing in continental Europe towards a liberalization of gaming, in particular, the new legislation in Italy and Spain (Madrid). The German monopoly is still heavily contested and must be newly regulated by the end of 2007 following a Constitutional Court Ruling in March 2006.
Commenting on todays announcement Simon Bold, Director of Betbull, said: "Considering the difficult regulatory circumstances under which Betbull operated in the year 2006 I am very pleased with the growth achieved. I am looking forward implementing business development objectives in Spain which will help grow Betbull to the next level." Günter Schmid, Director of Betbull, added: "We are still executing our strategy of growth in continental Europe via acquisitions, partnering and organic growth. Once the regulatory dust has settled down a bit we have the clear sight required to speed up again."
- ENDS -
Contact
David De Marco, Group Finance Director
d.demarco@betbull.com Phone +356 21480131 Fax +356 21480132
Betbull plc Tower 42, Level 23/Pillsbury 25 Old Broad Street London EC2N 1HQ United Kingdom
Betbull plc is registered in England & Wales under the Registration Number 05044730.
This communication can be downloaded from the website www.betbullplc.com.
About Betbull
Betbull's goal is to establish itself as one of the leading Continental European retail bookmakers. The Betbull group holds bookmaking licences in the UK, Austria, Italy, and Malta and horse betting licences in select districts of Germany and Spain.
The high caliber management team (Simon Bold, David De Marco, Alexander Leip, and Günter Schmid) has a strong track record in the betting industry with relevant bookmaking experience and know-how including sector specific M&A expertise.
Betbull has been listed on the Vienna Stock Exchange since October
2004 ("BETB", "BETB.VI").For further details please refer to the website www.betbullplc.com.
betbull plc
Consolidated Financial Statements
Year Ended
31 December 2006
Contents
Page:
1 Directors, advisors and company secretarial matters
2 Executive directors' review
3 Directors' report
4 Statement of directors' responsibilities
5 Report of the independent auditors
6 Consolidated financial statements
7 Consolidated income statement
8 Consolidated balance sheet
9 Consolidated statement of changes in equity
10 Consolidated cash flow statement
11 Notes forming part of the consolidated financial statements
Directors
Lorne Abony (resigned 13 September 2006)
Simon Bold
Andrew Rivkin (resigned 13 September 2006)
Günter Schmid
Norbert Teufelberger
Alexander Leip
Simon Fielder (appointed 13 September 2006)
David De Marco (appointed 13 September 2006)
David Morgan (appointed 15 December 2006)Secretary
Pillsbury Secretarial Limited, Tower 42, Level 23, 25 Old Broad
Street, London EC2N 1HQ
(appointed 1 September 2006).Principal bankers
NatWest Bank, 57 Line Wall Road, Gibraltar.
Erste Bank Der Österreichischen Sparkassen AG, Graben
21, A-1010 Vienna, Austria.Principal solicitors
Pillsbury Winthrop Shaw Pittman LLP, Tower 42, Level 23,
25 Old Broad Street, London
EC2N 1HQ (appointed 1 August 2006).Auditors
BDO Stoy Hayward LLP, 8 Baker Street, London, W1U 3LL.
Registered office
Tower 42, Level 23, 25 Old Broad Street London EC2N 1HQ (changed on 14 September 2006).
Executive Directors Review for the year ended 31 December 2006
Review of the financial highlights for the year
? betbull has continued its growth during the year 2006, achieving a record gross income of EUR 89.4 m up by 4 times compared with the year 2005 - (2005 - EUR 20.1 m) and Net Gaming Revenue of EUR 15.0 m up by 3.75 times compared with the year 2005 - (2005 - EUR 4.0 m). ? EBITDA reached EUR (0.55) m - (2005 - EUR (5.2) m) and 0.08 m - (2005 - EUR (4.0) m) before share benefit charge. ? The Adjusted Operating Loss amounted to EUR (0.97) m - (2005 - EUR (4.2) m) before Share Benefit Charges of EUR 0.63 m - (2005 - EUR 1.2 m). ? betbull maintains a healthy Cash Position of EUR 8.0 m as of 31 December 2006 - (2005 - EUR 10.7 m).
Review of the business highlights for the year
? Private placing raising EUR 4.2 m by issuing 1,050,000 new ordinary shares, 942,069 not accounted for in the balance sheet, (closed 28 February 2007 yielding a total of 7,621,431 shares issued overall) with the goals to fund further business development and to maintain flexibility. ? Award of four licenses in Italy for the cities of Milan and Como in a tender process. ? Joint Venture signed with Grupo Orenes, a leading Spanish leisure operator, with the goal to establish a retail betting chain in Spain. ? Opening of the first retail betting units in Spain. ? Completion of repositioning the company as a retail betting operator with complementary online offering. The portfolio of retail betting units was restructured to achieve an overall better performance on fewer outlets. ? Major swing in continental Europe towards a liberalization of gaming, in particular, the new legislation in Italy and Spain (Madrid). The German monopoly is still heavily contested and must be newly regulated by the end of 2007 following a Constitutional Court Ruling in March 2006.
Directors
The directors who served during this period and to the date of signature of this report were as stated on page 1. Mr. David De Marco joined the Board of Directors as Group Finance Executive Director on 13 September 2006 and Mr. Simon Fielder joined the Board of Directors as a Non-Executive on the same day. Mr. David Morgan joined the Board of Directors as Non-Executive Director on 15 December 2006.
Directors Report for the year ended 31 December 2006
The directors submit their report and financial statements for the group for the year ended 31 December 2006
Change of company name On 18 May 2006, the company changed its name from Betbull - The European Betting Exchange plc to Betbull plc.
Principal activities for the year The principal activity for the year ended 31 December 2006 was the operation of retail betting outlets with complimentary online services.
Results and dividends for the year The results for the year ended 31 December 2006 are shown in the income statement on page 7. In view that the functional currency has changed from GBP to EUR, the reported figures are stated in EUR.
The directors do not recommend the payment of a dividend - (2005 - EURNil)
A review of the financial and business highlights for the year is contained within the Executive Directors Review on page 2.
Directors The directors who served during this period and to the date of signature of this report were as stated on page 1. Andrew Rivkin and Lorne Abony stepped down as non-executive directors on 13 September 2006. The board is very grateful to Mr. Rivkin and Mr. Abony for their outstanding contributions and counsel since the start of the company and wishes them all the best in the future.
Auditors All of the current directors have taken all the steps they ought to have taken to make themselves aware of any information needed by the companys auditors for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors were unaware.
BDO Stoy Hayward LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the Board
Günter Schmid
Director 17 April 2007
Statement of directors responsibilities
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for preparing the financial statements. The directors have chosen to prepare financial statements for the group in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs).
International Accounting Standard 1 requires that financial statements present fairly for each financial year the groups financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Boards Framework for the preparation and presentation of financial statements. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. A fair presentation also requires the directors to:
? consistently select and apply appropriate accounting policies; ? present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and ? provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entitys financial position and financial performance.
Financial statements are published on the group's website in accordance with legislation in Austria governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the group's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Report of the Independent Auditors To the shareholders of Betbull plc We have audited the consolidated financial statements (the ''financial statements'') of betbull plc for the year ended 31 December 2006 which comprise the consolidated income statement, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of change in shareholders' equity and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the annual report and the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the statement of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance with IFRSs as adopted by the European Union. We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Executive Directors Review and the Directors Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Our report has been prepared pursuant to the terms of our engagement letter dated 11 January 2007 and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of the terms of our engagement letter or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the consolidated financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the groups affairs as at 31 December 2006 and of its loss for the year then ended. Emphasis of matter - Regulatory issues In forming our opinion, which is not qualified, we have considered the adequacy of, and draw attention to, the disclosures made in note 21 to the financial statements concerning the risk of adverse action arising from regulatory developments in various countries. Note 21 includes a statement that the group has not been able to quantify any potential impact of the regulatory uncertainty on the financial statements for the year ended 31 December 2006.
BDO STOY HAYWARD LLP Chartered Accountants London
17 April 2007
Consolidated income statement
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated cash flow statement
Note 2006 2005
EUR EURNet gaming revenue 14,950,383 3,951,173
Operating expenses (4,088,098) (3,260,233) Administrative and other expenses (12,472,657) (6,050,961)
Operating loss
Interest receivable 2 (1,610,372) (5,360,021)
5 94,184 180,801 Interest payable 5 (3,420) (2,953)
LOSS BEFORE TAX (1,519,608) (5,182,173)
Taxation 6 (1,053,487) (153,786)
LOSS AFTER TAX FOR THE YEAR ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
(2,573,095)
(5,335,959)
LOSS PER SHARE 7
Basic EUR 0.35 EUR 1.10 Diluted EUR 0.35 EUR 1.10
The notes on pages 12 to 27 form part of these financial statements.
Note 2006 2006 2005 2005
EUR EUR EUR EUR
AssetsNon-current assets Property, plant and equipment 8 2,534,990 1,636,991 Goodwill 9 18,284,300 20,947,659 Investments 23,400 23,400 Deferred tax assets 206,133 57,825
21,048,823 22,665,875
Current assets Inventories 10 89,354 2,028 Trade and other receivables 11 2,632,509 2,936,893 Cash and cash equivalents 12 8,000,142 10,670,052
10,722,005 13,608,973
Total assets 31,770,828 36,274,848
Liabilities Current liabilities Trade and other payables 13 3,877,753 6,422,463 Corporation tax payable 1,426,467 1,242,288
Total current liabilities 5,304,220 7,664,751
Non-current liabilities Financial liabilities 14 701,911 4,020,698
Total non-current liabilities 701,911 4,020,698
Total liabilities 6,006,131 11,685,449
TOTAL ASSETS LESS TOTAL LIABILITIES 25,764,697 24,589,399
Equity attributable to equity holders of the company
Share capital 15 560,649 521,146 Share premium 29,971,069 26,947,098 Merger reserve 2,963,270 2,963,270 Retained earnings (9,764,826) (7,191,731) Share benefit reserve 1,807,993 1,172,837 Cumulative translation reserve 226,542 176,779
TOTAL EQUITY 25,764,697 24,589,399
Approved and authorised for issue by the Board on 17 April 2007.
Günter Schmid Director
The notes on pages 12 to 27 form part of these financial statements.
Share
capital Share premium Merger
reserve Accumulated
loss Share
benefit
reserve Cumulative
translation
reserve Total
EUR EUR EUR EUR EUR EUR EURBalance at 1 January 2005 328,739 14,670,281
(1,855,771)
13,143,249
Share capital issued 192,407 12,276,817
12,469,224
Loss for the year - (5,335,960) (5,335,960)
Share benefit expense for the year - - - - 1,172,837
- 1,172,837
Merger relief - - 2,963,270 - - - 2,963,270
Foreign exchange - - - - - 176,779 176,779
Balance at
1 January 2006 521,146 26,947,098 2,963,270 (7,191,731)
1,172,837 176,779 24,589,399
Share capital issued 39,503 3,023,971 - - - - 3,063,474 Loss for the year - - - (2,573,095) - - (2,573,095) Foreign exchange - - - - - 49,763 49,763 Share benefit expense for the year - - - - 635,156 - 635,156 Balance at 31 December 2006 560,649 29,971,069 2,963,270 (9,764,826) 1,807,993 226,542 25,764,697
The following describes the nature and purpose of each reserve within total equity:
Resource
Share capital: Nominal value of amounts subscribed for share capital.
Share premium: Amount subscribed for share capital in excess of nominal value.
Merger reserve: Amount subscribed for share capital in excess of nominal value when the shares have been issued as part of an acquisition and at least 90% of the share capital is acquired.
Accumulated loss: Cumulative net gains and losses recognised in the consolidated Income statement.
Share benefit reserve: Fair value of share options and warrants granted.
Cumulative translation reserve: Cumulative foreign exchange movements.
The notes on pages 12 to 27 form part of these financial statements.
Note 2006 2006 2005 2005
EUR EUR EUR EUR
Cash flows from operating
activities
Loss before tax (1,519,608)
(5,182,173)Adjustments for:
Depreciation 1,058,415
169,929Impairment of goodwill reduction -
70,810Loss on sale of property, plant
and equipment -
13,324Interest received (94,184)
(180,801)Interest paid 3,420
2,953Income tax paid (1,017,616)
Foreign exchange (176,196)
Share benefit expenses 635,156
1,172,837(1,110,613)
(3,933,121)Movements in trade and other
receivables 304,384
983,136
Movements in trade and other
payables (2,890,934)
(1,660,260)Movements in inventories (87,326)
10,350(2,673,876)
(666,774)Net cash used in operating
activities (3,784,489)
(4,599,895)Cash flows from investing activities Purchase of property, plant and equipment
(1,956,414)
(420,000)
Proceeds from sale of property,
plant and equipment -
28,769Acquisitions net of cash acquired (83,245)
(9,094,167)Interest Received 94,184
180,801Net Cash used in investing
activities (1,945,475)
(9,304,597)Cash flows from financing activities
Issue of ordinary shares 3,063,474
11,439,802Interest paid (3,420)
(2,953)Net cash generated from
financing activities 3,060,054
11,436,849Net movement in cash and
cash equivalents (2,669,910)
(2,467,643)Cash and cash equivalents at the beginning of the year 12 10,670,052
13,137,695
Cash and cash equivalents at
the end of the year
12 8,000,142
10,670,052The notes on pages 12 to 27 form part of these financial statements.
Note
Accounting policies 1
Operating loss 2 Staff costs 3 Segment information 4
Interest receivable/(payable) 5 Taxation 6 Loss per share 7
Property, plant and equipment 8 Intangible assets 9 Inventories 10
Trade and other receivables 11 Cash and cash equivalents 12 Trade and other payables 13 Non-current financial liabilities 14 Share capital 15 Financial risk management 16 Acquisitions 17 Related party transactions 18 Subsidiaries 19 Operating leases 20 Contingent liabilities 21
1 ACCOUNTING POLICIES
betbull plc is a company registered in the United Kingdom. The consolidated financial statements that are presented are those of the company and its subsidiaries (the group). The consolidated financial statements comprise the following: income statement, statement of changes in net equity, balance sheet, statement of cash flows and the notes contained on pages 12 to 26 of this report. The following principal accounting policies have been applied in the preparation of the financial statements:
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and endorsed for use by companies listed on an EU regulated market.
The significant accounting policies applied in the financial statement of the group in the prior years are applied consistently in these financial statements.
Basis of consolidation
Where the company has the power, either directly or indirectly, to
govern the financial and operating policies of another entity or
business so as to obtain benefits from its activities, it is
classified as a subsidiary. The consolidated financial statements
present the results of the company and its subsidiaries ("the group")
as if they formed a single entity. Intercompany transactions and
balances between group companies are therefore eliminated in full.Accounting principles
In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, as they have been adopted by the European Union, that are relevant to its operations and effective for accounting periods beginning on 1 January 2006. The adoption of these new and revised Standards and Interpretations has not resulted in any significant changes to the Group's accounting policies nor have they had a material effect on the amounts reported for the current or prior years.
The Group has chosen not to adopt early those standards which will become applicable in subsequent years. These include IFRS7 Financial instruments - disclosures, effective for periods beginning 1 January 2009: IFRS 8 Operating segments, effective for periods beginning 1 January 2009: IAS 23 (revised) Borrowing costs, effective for periods beginning 1 January 2009; and IFRICs 7 to 12, effective for periods beginning between 1 March 2006 and 1 January 2008. The implementation of these standards and interpretations is not expected to have a significant impact on the financial statements.
The areas requiring the use of estimates and critical judgments that may significantly impact the Group's earnings and financial position are taxation, regulatory compliance and contingent liabilities, share based payments, impairment of goodwill and the determination of the liabilities under earn out arrangements. Estimates and judgments are continually evaluated and are based on historic experience and other factors including expectations of future events that are believed to be reasonable. Actual results may differ from these estimates.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on managements best knowledge of current events and actions, actual results ultimately may differ from those estimates. These areas include the carrying value of fixed assets, the treatment of transactions in foreign currencies and liabilities under share-based payments and tax. The accounting policies for these should be read in conjunction with relevant notes.
Business combinations
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated balance sheet, the acquirees identifiable assets, liabilities and contingent liabilities are initially recognized at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained.
1 ACCOUNTING POLICIES (Continued)
Goodwill
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the income statement.
Where the fair value of identifiable assets, liabilities and contingent liabilities exceeds the fair value of consideration paid, the excess is credited in full to the income statement.
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually on 31 December. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e., the higher of value in use and fair value less selling costs), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the assets cash-generating unit (i.e., the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the groups cash-generating units that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included within the administrative expenses in the income statement.
Presentation currency
In view that the operating and functional currency has changed from GBP to EUR, the presentation currency has also been changed.
Foreign currency
Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which it operates (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date including goodwill arising on the acquisition of a foreign operation. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are similarly recognised immediately in the income statement.
All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the balance sheet date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in equity (the "foreign exchange reserve"). Exchange differences recognised in the income statement of group entities separate financial statements on the translation of long-term monetary items forming part of the groups net investment in the overseas operation concerned are reclassified to the foreign exchange reserve if the item is denominated in the functional currency of the group or the overseas operation concerned.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the income statement as part of the profit or loss on disposal.
1 ACCOUNTING POLICIES (Continued)
Net gaming revenue
Net gaming revenue comprises the following:
a) Exchange revenue: This comprises amounts for the provision of the groups betting exchange services and this is recognised at the date the market is settled. b) Gaming revenue: This comprises stakes taken net of returns, wins, bonuses and commissions earned from betting on horses and sports both over the Internet and through the groups agents. Revenue is recognised on the date the bet is placed. c) Commission earned: This comprises commissions earned from third parties on activities connected with gaming.
Tax
The major components of income tax on the profit or loss ordinary activities include current and deferred tax.
Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowed for tax purposes and is calculated using tax rates that have been substantively enacted by the balance sheet date.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs to its tax base, excluding differences arising on:
The initial recognition of goodwill; Goodwill for which amortization is not tax deductible; The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and Investments in subsidiaries and jointly controlled entities where the group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: The same taxable group company; or Different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Cash and cash equivalents
Cash comprises cash in hand and balances with banks. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash.
Trade receivables
Trade receivables are recognised and carried at the original transaction value and an estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.
1 ACCOUNTING POLICIES (Continued)
Property, plant and equipment
All property, plant and equipment is initially recognised at cost.
Depreciation is provided to write off the cost or valuation, less estimated residual values, of all property, plant and equipment, evenly over their expected useful lives. It is calculated at the following rates:
Plant, machinery and motor vehicles - 25% straight line
Furniture, fixtures and fittings - 25% straight line Computer equipment - 25% straight line Leasehold property
improvements - 25% straight line Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Financial instruments
The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables approximate to their fair value.
The group does not hold or issue derivative financial instruments for trading purposes.
Trade and other payables
Trade and other payables are recognised and carried at original transaction values.
Equity
Equity issued by the company is recorded as proceeds received.
Leases
Where leases are classified as operating lease rentals payable are charged to the income statement on a straight-line basis over the term of the lease.
Segmental information
The group operates mainly in two primary segments, the exchange and gaming. These are situated primarily in the UK and Continental Europe respectively.
Share-based payments
Where share options or warrants are awarded to employees, the fair value of the options (or warrants) at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of goods and services received.
2 OPERATING LOSS 2006
EUR 2005 EUR This is arrived at after charging
Staff costs (excluding directors' remuneration) 5,053,005 1,865,796
Directors remuneration including non-executive directors 826,218 506,073
Share benefit charge 635,156 1,172,837
Depreciation on property. plant and equipment 1,058,415 169,929
Audit fees 126,184 182,743
Goodwill impairment - 70,810
Lease expenses 1,569,551 228,236
Loss on disposal of fixed assets - 13,324
3 STAFF COSTS 2006 EUR 2005
EUR
Staff costs (including directors) comprise
Wages & Salaries 5,160,897 2,219,356
Employers national insurance contributions and similar taxes 718,326 152,513
5,879,223 2,371,869
The average number of employees of the group during the period, including executive directors, was 109 (2005 - 150).
4 SEGMENT INFORMATION
The groups primary format for reporting segment information is business segments.
Exchange Gaming Total Exchange Gaming Total
2006 2006 2006 2005 2005 2005
EUR EUR EUR EUR EUR EUR
Net gaming revenue 77,855
14,872,528
14,950,383
99,943
3,851,2303,951,173
Segment expenses (1,258,494) (12,203,026) (13,461,520) (3,560,883) (3,307,109) (6,867,992)
Segment results (1,180,639) 2,669,502 1,488,863 (3,460,940) 544,121 (2,916,819)
Unallocated corporate expenses
(3,099,235)
(2,443,203)
Operating loss (1,610,372)
(5,360,022)Interest Receivable 94,184
180,801Interest Payable (3,420)
(2,953)Taxation (1,053,487)
(153,787)Loss after taxation for the year (2,573,095)
(5,335,961)EUR EUR Assets
Exchange 60,892 623,184
Gaming 2,796,811
6,603,035Unallocated corporate assets 28,913,125
29,048,629Total Assets 31,770,828
36,274,848Liabilities
Exchange 401,294
882,394Gaming 863,791
3,707,143Unallocated corporate liabilities 4,741,046
7,095,912Total liabilities 6,006,131
11,685,449The groups secondary reporting format for reporting segment information is on a geographic basis.
External revenue by
location of customer Total assets by
location of assets Capital expenditure by
location of assets
2006 2005 2006 2005 2006 2005
EUR EUR EUR EUR EUR EURUK 77,855
99,943 20,629,213 29,383,732 24,410
Continental Europe 14,872,528 3,851,229 11,141,615 6,891,116 2,018,259 395,587
14,950,383
3,951,172 31,770,828 36,274,848 2,018,259 419,997
5 INTEREST RECEIVABLE/(PAYABLE) 2006 EUR 2005 EUR
Interest receivable 94,184 180,801
Finance income 94,184 180,801
Interest payable (3,420)
(2,953)
Total finance expense (3,420) (2,953)
Net finance income 90,764 177,848
6 TAXATION 2006 EUR 2005 EUR
Current tax expense for the year 1,053,487 153,786
1,053,487 153,786
The tax expense for the year can be reconciled to the loss per the income statement as follows:
Loss before tax (1,519,608) (5,182,174)
Tax calculated at the UK tax rate of 30% (455,882)
(1,554,652)
Effect of different tax rates of subsidiary operations in other jurisdictions and unutilised tax losses across the group 1,509,369 1,352,995
Tax losses carried forward -
47,871
Total tax expense for the year 1,053,487 153,786
The current tax is calculated with relevance to the loss of the company and its subsidiaries in their respective countries of operation:
UK Rate of 30.0% Malta Rate of 35.0%
Germany Rate of 30.5%
There is a deferred tax asset at the year end of EUR 206,133 - (2005 - EUR 57,825) in respect of temporary timing differences in Malta.
Due to the structure of the group it is not possible to relieve unutilised tax losses of approximately EUR 2.75 m - (2005 - EUR 1.98 m) at the present time and therefore no further deferred tax asset has been provided.
7 LOSS PER SHARE
Basic loss per share
Basic loss per share had been calculated by dividing the net loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.
2006 EUR 2005 EUR Net loss attributable to ordinary shareholders (2,573,095) (5,335,959)
Weighted average number of ordinary shares 7,295,719 4,855,993
Basic loss per share EUR 0.35
EUR 1.10
Diluted loss per share EUR 0.35 EUR 1.10
As the company has made a loss for the period, the impact of issued share options and warrants is to reduce the loss per share. In consequence, the potential ordinary shares are antidilutive and are not taken into account when calculating diluted earnings per share.
Details of share options and warrants that are potentially dilutive are disclosed in note 15 to the financial statements.
8 PROPERTY, PLANT AND EQUIPMENT
Leasehold property improvements Plant machinery and motor vehicles Fixtures and fittings Computer equipment Total Cost EUR EUR EUR EUR EUR At 1 January 2006 Cost or valuation 66,156
54,428 1,493,599 197,913 1,812,096
Additions - 63,534 1,869,096 23,784 1,956,414
At 31 December 2006 66,156
117,962 3,362,695 221,697 3,768,510
Depreciation At 1 January 2006 -
3,401 103,045 68,659 175,105
Charge for year - 34,811 1,009,784 13,820 1,058,415
At 31 December 2006 - 38,212
1,112,829 82,479 1,233,520
Net book value
At 31 December 2006 66,156
79,750
2,249,866
139,218
2,534,990
Net book value At 31 December 2005 66,156 51,027 1,390,554 129,254 1,636,991
8 PROPERTY, PLANT AND EQUIPMENT (Continued)
Leasehold property improvements Plant machinery and motor vehicles Fixtures and fittings Computer equipment Total Cost EUR EUR EUR EUR EUR At 1 January 2005 Cost or valuation 32,056 43,122
164,222 239,400
Additions 74,168 54,428 1,459,483 45,109 1,633,188
Disposals (40,068) (9,006) (11,418) (60,492)
At 31 December 2005 66,156
54,428 1,493,599 197,913 1,812,096
Depreciation At 1 January 2005 3,339
4,175 16,062 23,576
Charge for year 10,016 3,401 100,155 56,356 169,928
Disposals (13,355) (1,285) (3,759) (18,399)
At 31 December 2005 - 3,401
103,045 68,659 175,105
Net book value At 31 December 2005 66,156 51,027
1,390,554
129,254
1,636,991
Net book value At 31 December 2004 28,717 38,947 148,160 215,824
9 INTANGIBLE ASSETS - GOODWILL
2006 2005
EUR EURBrought forward 20,947,659
Additions -through business combinations (see Note 17) - 20,841,690
-through business purchases (see Note 17) 124,437 - Additional fees connected with acquisition in prior year 82,245 - Foreign exchange 225,959 176,779
Impairment losses - (70,810)
Reduction in earn out consideration (3,096,000)
At 31 December 2006 18,284,300 20,947,659
10 INVENTORIES 2006 2005
EUR EURGoods held for resale 89,354 2,028
11 TRADE AND OTHER RECEIVABLES
2006
EUR 2005
EURPrepayments and accrued income 145,515 260,213
Other receivables 2,486,994 2,676,680
2,632,509 2,936,893
The carrying amount of trade and other receivables approximates to their fair value.
12 CASH AND CASH EQUIVALENTS
2006
EUR 2005
EURCash on hand and current accounts 7,930,288 7,924,550
Deposits in unitised cash funds 69,854
2,745,502
Cash at bank and on hand 8,000,142 10,670,052
Deposits in unitised cash funds comprise deposits invested in money markets and are available for withdrawal at short notice. The carrying value of these deposits are approximate to their fair value.
13 TRADE AND OTHER PAYABLES 2006 2005
EUR EURPlayers' balances 307,491 418,240
Trade payables 957,593 960,203
Other payables 495,287 249,587
Accruals and deferred income 617,382 1,587,463
Bank borrowings - 23,971
Amount due to shareholders (see note 17) 1,500,000 3,182,999
3,877,753 6,422,463
Bank borrowings due within one year incur interest at the rate of 6.7% per annum.
The carrying value of trade and other payables equates to their fair value.
14 NON-CURRENT FINANCIAL LIABILITIES
2006
2005
EUR EURAmount due to shareholders (see note 17) 701,911 3,913,002
Bank borrowings - 107,696
701,911 4,020,698
Bank borrowings are due for repayment between two and five years and incur interest at 6.69% - (2005 - 6.69%) per annum.
15 SHARE CAPITAL
2006 2006 2005 2005 Number of ordinary shares Number EUR Number EUR
Issued and fully paid 7,621,431 560,649 7,087,500
521,146
Authorised 100,000,000
7,399,000 100,000,000 7,353,000
Shares issued during the year and significant terms and conditions:
On 22 May 2006, 105,000, 5p ordinary shares were issued for a total consideration of EUR735,000 On 12 July 2006, 300,000, 5p ordinary shares were issued for a total consideration of EUR 1,797,957 On 21 December 2006, 21,000 5p ordinary shares were issued for a total consideration of EUR 84,000 On 28 December 2006, 25,000, 5p ordinary shares were issued for a total consideration of EUR 100,000 On 29 December 2006, 82,931, 5p ordinary shares were issues for a total consideration of EUR 346,517
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at meetings of the company.
Warrants and Share Options
The group has issued warrants to two directors and to Erste Bank and issued options to certain employees.
Warrants 2006 2006
Number of warrants Exercise price
EURAt 1 January 2006 354,228
Warrants exercised (105,000) Granted during the year: Mr. G. Schmid (Kapsner & Schmid GmbH) 50,772 3.60
Mr. S. Bold 90,000
3.60
At 31 December 2006 390,000
Warrants 2005 2005
Number of warrants Exercise price
EURAt 1 January 2005 105,000 7.00
Granted during the year: Mr. G. Schmid (Kapsner & Schmid GmbH) 114,228 3.60 Mr. S. Bold 135,000 3.60
At 31 December 2005 354,228
The warrants granted during the year were granted in equal installments on a monthly basis from January to June 2006 and were granted in lieu of salary. Warrants vest on the grant date and this is also the date from which they become exercisable. The life of the warrants is 5 years.
Warrants in existence at 1 January 2006 amounting to 105,000 were exercised on 22 May 2006.
15 SHARE CAPITAL (Continued)
2006 No. of options 2006
Exercise
Price
EUR
OptionsAt 1 January 2006 103,166
Lapsed during the year (42,833)
Granted during the year 60,000 4.88
At 31 December 2006 120,333
2005
No. of
options 2005
Exercise
Price
EUR
OptionsAt 1 January 2005 236,000 4.76 Lapsed during the year (152,834) 4.76 Granted during the year 20,000 3.95
At 31 December 2005 103,166
The above options vest in tranches over five years from the date of grant based on non-market performance conditions. If such conditions are not met the options lapse. None of the outstanding options at 31 December 2006 had vested. The options are exercisable on the date they vest.
The warrants and options have all been valued using the Black-Scholes model.
The following table gives the assumptions made during the year ended 31 December 2006
2006 2005
Dividend yield (%) - - Expected volatility (%) 93 64 Risk free interest rate (%) 4.5 4.5
All options and warrants granted during the year are equity settled. The share price at the date the options were granted was EUR 4.40 and the scheme price on the date the warrants were granted was EUR 3.60.
In accordance with International Financial Reporting Standards, a charge to the income statement in respect of any warrants or options granted under the above schemes will be recognised and spread over the vesting period based on fair value at the date of grant, adjusted for changes in vesting conditions at each balance sheet date. The charge has no cash impact.
2006 2005
EUR EURCharges in respect of warrants 573,237 1,029,273 Charges in respect of options 61,919 143,564
635,156 1,172,837
16 FINANCIAL RISK MANAGEMENT
The groups financial instruments comprise cash and liquid resources and various items, such as trade receivables and payables that arise directly from the operations. The main purpose of these financial instruments is to raise finance for the groups operations.
In carrying out its various operations, the group is exposed to currency and liquidity risk. Betbulls policy for managing and investing funds that are not immediately required is to place such funds in products that provide a return of around 3.5% per annum, carry only a very small amount of risk and are near instant access. Given the nature of the groups transactions and the level of liquid resource available, the directors do not consider the level of financial risk to be significant at the current time. However, the directors will continue to monitor this situation. There is no significant concentration of credit risk.
17 ACQUISITIONS
During the year
Fair value of assets acquired EUR EUR
Property, plant and equipment 1,960
1,960
Consideration payable
Cash 1,000
Earn out consideration 125,397
126,397Goodwill (Note 9) 124,437
On 1st January 2006 Penalty GmbH acquired the business of a third party sub-agent which operates three retail betting units.
In prior year
On 30th September 2005 the group acquired 100% of the voting equity instruments of the Leip Group. The Group consists of four entities :
Primebet International Limited Wettenleip GmbH Penalty GmbH OST GmbH
The principal activities of these companies are detailed in note 19 to the financial statements.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
Fair value of assets acquired EUR EUR
Property, plant and equipment 1,186,305
Cash 1,827,031
Inventories 11,378
Receivables 3,643,088
Payables (5,486,375)
1,181,427
17 ACQUISITIONS (Continued)
Consideration payable
Cash paid 9,935,043
Costs of acquisition 727,350
700,000 ordinary shares 3,992,691
Earn out consideration 7,096,001
21,751,085
Goodwill (Note 9)
20,569,658
The fair value of the shares issued was determined by reference to their quoted market price at the date of acquisition. The fair value of assets and liabilities acquired are equal to their book value.
The Earn-out consideration is dependent on the performance of the Leip Group in the period to 31 December 2010. Earn-out hurdles are applicable in each of the years to that date and the directors have based the fair value of consideration due under the earn-out agreements on projected results as at 31 December 2005.
On 30 November 2005 the group acquired 100% of the voting equity instrument of GBO Limited, the principal activity of which is detailed in note 19 to the financial statements.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows.
Fair value of assets acquired EUR EUR
Property, plant and equipment 26,868
Cash 92,958
Inventories 1,000
Receivables 76,378
Payables (117,491)
79,713
Consideration Paid
Cash paid 351,745
351,745
Goodwill (Note 9) 272,032
If the acquisitions had occurred on 1 January 2005, group turnover would have been EUR 7,227,840 and group loss for the year would have been EUR 2,026,815.
Total goodwill arising:
30 September 2005 20,569,658 30 November 2005 272,032
Total Goodwill 20,841,690
In view of the legal situation in Germany (note 21) and based on current evidence the company has at its disposal, the maximum earn out hurdles will not be met and as a consequence goodwill and creditors have been reduced by the value of EUR 3.1 m.
18 RELATED PARTY TRANSACTIONS
Related party transactions
During the year the group obtained services totaling EUR 18,215 - (2005 - EUR Nil) from Pillsbury Winthrop Shaw Pittman LLP, an entity in which one of the non-executive directors can exercise significant influence. In addition, the balance due by Bwin International Limited to the group at 31 December 2006 was EUR 16,357 - (2005 - EUR 19,261).
Amounts paid to key management during the year totaled EUR 826,218 - (2005 - EUR 506,073). Key management also received warrants with a fair value of EUR 573,237 - (2005 - EUR 874,956).
19 SUBSIDIARIES
The following companies were subsidiaries of betbull Plc at the end of the year and have been included in the consolidated financial statements:
Name Country of registration and operation Proportion of voting rights and ordinary share capital held Nature of business
Betbull Limited Gibraltar 100% Internet betting services Betbull Bookmakers Limited UK 100% Internet betting services Betmart Bookmakers Limited UK 100% Internet betting services Betpoint SL Spain 100% Betting agencies Primebet International Limited Malta 100% Gaming services Wettenleip GmbH Germany 100% Betting agencies Penalty GmbH Germany 100% Betting agencies GBO Limited UK 100% Betting agencies OST GmbH Germany 100% Administrative services
20 OPERATING LEASES
Future minimum lease payments due by the group under operating leases are set out below:
Land and
buildings
2006 Land and
buildings
2005
EUR EURNot later than one year 1,027,972 398,134
Later than one year and not later than five years 3,169,835 2,195,651
Later than five years 143,200 178,446
4,341,007
2,772,231
21 CONTINGENT LIABILITIES
From time to time the Group is subject to legal claims and actions. The Group takes legal advice as to the likelihood of success of the claims and actions and no provision or disclosure is made where the directors feel, based on that advice, that action is unlikely to result in a material loss or a sufficiently reliable estimate of the potential obligation cannot be made.
As part of the Boards ongoing operational risk assessment process, the Board continues to monitor legal and regulatory developments, and their potential impact on the business, and continues to take appropriate advice in respect of these developments.
Regulatory developments- United States of America
On 29 September 2006 the United States Congress passed the Unlawful Internet Gambling Enforcement Act (UIGEA). The Act makes it a crime for anyone involved in the business of betting and wagering to knowingly accept, from transactions originating in the United States of America, payments, wire transfers or any other bank instrument in connection with unlawful internet gambling. The Act was enacted into law when signed by President Bush on 13 October 2006. The activity by the regulatory authorities in the US has created uncertainty as to further actions that may occur, if any.
The Company is not aware of having ever taken any bets from US customers.
Current legal situation - Germany
The German law on gaming is currently surrounded with a level of legal uncertainty in the areas of public law, criminal law and civil law. A majority of federal states strive for the maintenance, strengthening and expansion of the existing national gaming monopoly and as noted in the Executive directors review, a number of retail betting units were closed by the authorities in the year. The ruling in respect of sports betting by the federal constitutional court in March 2006 could not clarify all relevant general policy matters. Pending proceedings on national and supranational levels these issues will still take considerable time to resolve.
Consequently the Boards view is that the status quo will be maintained and that the company is operating within the law.
Legal Situation - Other European Countries
With the uncertainty of the on-line gaming market in France the Board took a decision to cease taking any bets from French customers with effect from September 2006.
The Board also considered and reviewed the various legal situations in other European countries in which the group operates.
The Board does not consider it probable that a material liability will arise in respect of its historic or current activities and does not believe that a sufficiently reliable estimate of any potential liability can be made in connection with each of the above matters. Consequently, no provision has been made in these financial statements.
end of announcement euro adhoc 18.04.2007 12:02:21
Further inquiry note:
Betbull plc
David De Marco
Investor Relations
Tel.: +356 21480131
e-Mail: d.demarco@betbull.com
Branche: Casinos & Gambling
ISIN: AT0000615331
WKN: A0DKM0
Börsen: Wiener Börse AG / stock market