RNS Number:1524F
CES Software PLC
12 November 2004
CES SOFTWARE PLC RELEASES RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2004
Toronto, Ontario, Canada and London, England.
November 12, 2004
CES Software plc (the "Company" or "CES") (AIM: "CES", TSX: "FUN"), a leading
provider of person-to-person skill gaming and exchange betting technology, is
pleased to announce results for the three and nine months ended September 30,
2004. The financial statements and the notes that accompany them are not audited
and have not been reviewed by the Company's auditors.
Operational Highlights
There have been significant developments in the Company's business in the three
months ended September 30, 2004 which we would like to take this opportunity to
update you on.
On July 30, 2004, the Company closed its purchase of the SkillJam business,
(www.skilljam.com), a leading provider of diversified fee-based skill gaming
solutions. The business was acquired for an initial cash consideration of US$8
million (approximately #4.4 million), as well as a declining net revenue sharing
arrangement on SkillJam's European operations for five years following the
closing of the transaction. The cash portion of the purchase price was satisfied
through an offering of special warrants and ordinary shares which raised total
gross proceeds of approximately Cdn$11.5 million (approximately #4.7 million).
The SkillJam acquisition has enabled the Company to enter into the regulated
North American marketplace. Since the acquisition, the Company has entered into
agreements with a number of new distribution partners for its skill gaming
platform, including AOL Inc., Golden Palace Games, and SPO Ventures.
The Company reached a milestone in its exchange betting business as well.
Betbull - The European Betting Exchange plc ("Betbull"), a licensee of CES's
exchange betting technology, completed its initial public offering on the Vienna
Stock Exchange in October 2004. CES holds an equity stake in the business.
Betbull's website can be accessed at www.betbull.com
In October, the Company listed on the Toronto Stock Exchange and significantly
strengthened its balance sheet, closing additional equity financings with
aggregate proceeds of approximately #24 million (before expenses).
The following are the Company's financial statements for the three and nine
months ended September 30, 2004.
CES SOFTWARE PLC
CONSOLIDATED BALANCE SHEETS
Note 30 September 2004 31 December 2003
(unaudited) (unaudited)
#000 #000
Fixed Assets
Intangible assets 4,358 51
Tangible assets 145 19
Investment in Betbull 5 421 (1)
-------- --------
4,924 69
Current Assets
Debtors 406 280
Cash at bank and in hand 1,688 3,437
-------- --------
2,094 3,717
Creditors:
Amounts falling due within
one year (721) (273)
-------- --------
Net Current
Assets 1,373 3,444
Total Assets less Current
Liabilities and -------- --------
Net Assets 6,297 3,513
======== ========
Capital and Reserves
Called up share capital 1,198 978
Share premium account 7,225 3,345
Other reserve (293) (298)
Capital redemption reserve 664 664
Profit and loss account (2,497) (1,176)
-------- --------
Shareholders'
Funds - equity 6 6,297 3,513
======== ========
Subsequent events 10
See accompanying notes to the unaudited consolidated interim financial statements.
These unaudited consolidated interim financial statements should be read in
conjunction with the 2003 annual consolidated financial statements included in the
Company's
prospectus dated October 22, 2004.
CES SOFTWARE PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
Three months ended Nine months ended
Note 30 September 2004 30 September 2004
2004 2003 2004 2003
(unaudited) (unaudited)
#000 #000
Group revenue 484 - 496 -
Cost of revenue (215) - (225) -
Research & Development (164) (48) (576) (168)
Administrative expenses (534) (23) (870) (103)
-------- ------- ------- -------
Loss before the undernoted (429) (71) (1,175) (271)
Depreciation and amortization (183) (10) (215) (37)
-------- ------- ------- -------
Interest and similar income 14 - 70 1
-------- ------- ------- -------
Loss on ordinary activities
before taxation (598) (81) (1,320) (307)
Loss on ordinary activities
after taxation & loss for the
financial period (598) (81) (1,320) (307)
Appropriations (non-equity) - - - (18)
-------- ------- ------- -------
Retained loss for the period (598) (81) (1,320) (325)
======== ======= ======= =======
Basic loss per share (in pence) 7 (3.1) (0.8) (6.7) (3.1)
The results disclosed in the consolidated profit and loss accounts are on
historical cost basis.
All of the above results are from continuing operations.
See accompanying notes to the unaudited consolidated interim financial statements.
These unaudited interim consolidated financial statements should be read in
conjunction with the 2003 annual consolidated financial statements included in
CES's prospectus dated October 22, 2004.
CES SOFTWARE PLC
CONSOLIDATED CASHFLOW STATEMENT
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
Three months ended Nine months ended
30 September 30 September
2004 2003 2004 2003
(unaudited) (unaudited)
Note #000 #000
Consolidated cash flow
statement
Net cash outflow from 8 3 (52) (852) (254)
operating activities
Returns on investments and 14 - 70 1
servicing of finance
Capital expenditure and (19) - (147) (21)
financial investment
Acquisitions and disposals (4,920) - (4,920) -
-------- -------- ------- --------
Cash outflow before management
of liquid resources
and financing (4,922) (52) (5,849) (274)
Managing of liquid resources 1,196 - 2,225 229
Financing 4,100 - 4,100 -
-------- -------- ------- --------
Increase/(Decrease) in cash in 374 (52) 476 (45)
the period
======== ======== ======= ========
Three months ended Nine months ended
30 September 30 September
2004 2003 2004 2003
(unaudited) (unaudited)
#000 #000
Reconciliation of net cash flow
to movement net funds
Increase/(Decrease) in cash in
the period 374 (52) 476 (45)
Cash inflow from decrease in
liquid resources (1,196) - (2,225) (229)
Translation differences and
other non-cash movements (4) (6) 1 (9)
-------- -------- ------- --------
Movement in net funds in the
period (826) (58) (1,748) (283)
Net funds at the start of the
period 2,514 149 3,436 374
-------- -------- ------- --------
Net funds at the end of the
period 1,688 91 1,688 91
======== ======== ======= ========
See accompanying notes to the unaudited consolidated interim financial
statements. These unaudited interim consolidated financial statements should
be read in conjunction with the 2003 annual consolidated financial statements
included in CES's prospectus dated October 22, 2004.
CES SOFTWARE PLC
STATEMENT OF TOTAL CONSOLIDATED RECOGNISED GAINS AND LOSSES
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
Three months ended Nine months ended
30 September 30 September
2004 2003 2004 2003
(unaudited) (unaudited)
#000 #000
Statement of total consolidated
recognised gains and losses
Loss for the financial period:
Group (598) (81) (1,320) (307)
Foreign exchange differences (7) 1 (1) (2)
-------- -------- -------- --------
Total consolidated recognised gains
and losses (605) (80) (1,321) (309)
======== ======== ======== ========
Three months ended Nine months ended
30 September 30 September
2004 2003 2004 2003
(unaudited) (unaudited)
#000 #000
Reconciliation of movements in
shareholders' funds
Loss for the financial period (598) (81) (1,320) (307)
Appropriations - - - (18)
-------- -------- -------- --------
Retained loss for the financial
period (598) (81) (1,320) (325)
Reversal of financing charge on
preference shares - - - 18
New share capital subscribed net of
issue costs 4,100 - 4,100 -
Preacquisition reserve in joint
venture acquired 5 - 5 -
Foreign exchange differences (7) 1 (1) (2)
-------- -------- -------- --------
Net (decrease)/increase in
shareholders funds 3,500 (80) 2,784 (309)
Opening shareholders' funds 2,797 216 3,513 445
-------- -------- -------- --------
Closing shareholders' funds 6,297 136 6,297 136
======== ======== ======== ========
See accompanying notes to the unaudited consolidated interim financial
statements. These unaudited interim consolidated financial statements should be
read in conjunction with the 2003 annual consolidated financial statements
included in CES's prospectus dated October 22, 2004.
CES SOFTWARE PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004 (Unaudited)
(Expressed in pounds sterling)
1 Nature of business
The principal activity of the Company, along with its wholly owned subsidiaries,
is as a software solutions provider developing gaming applications for
distribution partners in regulated markets. There are two main lines of
business: skill gaming and licensing the Company's proprietary exchange betting
technology ("the CES Platform") to eGaming operators to power online betting
exchanges as well as providing ancillary operational services to these
licensees.
2 Basis of preparation
The financial information contained in this quarterly report does not constitute
statutory accounts as defined in S240 of the UK Companies Act 1985 (as amended).
The figures for the year ended 31 December 2003 are extracted from the statutory
accounts of CES Software plc for that year. The statutory accounts for that year
have been reported on by the Company's Auditors and delivered to the UK
Registrar of Companies. The report of the Auditors was unqualified and did not
contain a statement under S 237(2) or (3) of the UK Companies Act 1985 (as
amended).
The financial information set out above has been prepared, in all material
respects, on the basis of the accounting policies set out in the Group's Annual
Report and Accounts for the year ended 31 December 2003. The disclosures
contained in these unaudited consolidated interim financial statements do not
include all requirements for annual financial statements. These statements
should be read in conjunction with the 2003 annual consolidated financial
statements included in our prospectus dated October 22, 2004.
3 Significant accounting policies
The consolidated interim financial statements include the accounts of CES
Software plc, its wholly owned subsidiaries and equity investments. All material
intercompany transactions and balances have been eliminated upon consolidation.
CES SOFTWARE PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
(Unaudited)
(Expressed in pounds sterling)
4 Acquisition of SkillJam Division of eUniverse Inc.
On July 30, 2004, the Company acquired the net operating assets of the SkillJam
division of eUniverse, Inc. for a total cash consideration of #4,773,000
including acquisition costs of approximately #147,000. SkillJam is in the
business of on-line cash-prize, skill-based gaming and is a provider of fee
based skill gaming solutions.
The acquisition will be accounted for by the purchase method with the fair value
of the consideration paid being allocated to the fair value of the identifiable
net assets acquired on the closing date. Under Canadian GAAP the Company is
required to assign value to any identifiable intangible assets acquired that may
be different from the value if any, assigned under UK GAAP.
The Company has engaged an independent valuator to determine the fair value of
any identifiable intangible assets acquired. Adjustments to the estimated fair
values of such identifiable intangible assets and goodwill will be recorded upon
receipt of the independent valuation and such adjustments may be material. The
Company expects the amortization period of the intangible assets identified in
the acquisition to be on the straight-line basis over the following periods:
Customer contracts 5 years
End-user database 3 years
Intellectual property 3 years
The preliminary fair value allocation of the net assets acquired is as follows:
#000
------
Working capital deficiency (72)
Goodwill and Intangible assets 4,845
-------
Consideration - cash 4,773
-------
5 Investment in Betbull - The European Exchange Betting plc ("Betbull")
The Company has an equity investment in Betbull. The Directors are of the
opinion that full commercial operations of Betbull had not been achieved as at
September 30, 2004. For this reason, the investment is reported at cost in these
financial statements.
CES SOFTWARE PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
(Unaudited)
(Expressed in pounds sterling)
6 Shareholders' Funds Capital Profit
Share Share Other redemption and
capital premium reserve reserve loss
#000 #000 #000 #000 #000
Balance 31 December 2003 978 3,345 (298) 664 (1,177)
New share issue 4 80
Special warrants issued 216 4,320
Less: issue costs (520)
Preacquisition reserve of a
joint venture now fully owned 5
Retained loss for the period (1,320)
------- ------- ------- -------- -------
Balance 30 September 2004 1,198 7,225 (293) 664 (2,497)
------- ------- ------- -------- -------
7 Loss per share
Three months ended Nine months ended
30 September 30 September
(unaudited) (unaudited)
2004 2003 2004 2003
Loss after tax
and preference
dividends (#000's) (598) (81) (1,320) (325)
Weighted average
numbers of shares in
issue (000's) 19,573 10,425 19,573 10,425
Loss per share (in pence):
basic (3.1) (0.8) (6.7) (3.1)
Diluted loss per share has not been presented as including all potential ordinary
shares in the calculation would be anti-dilutive.
CES SOFTWARE PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
(Unaudited)
(Expressed in pounds sterling)
8 Reconciliation of operating loss to operating cash flows
Three months ended Nine months ended
30 September 30 September
2004 2003 2004 2003
(unaudited) (unaudited)
#000 #000
Group operating loss (612) (81) (1,390) (308)
Amortization of
intangible assets 177 9 194 26
Charge for stockbased
compensation - - - 3
Depreciation of
tangible assets 6 1 22 11
Decrease/(Increase)
in debtors (102) (1) (126) (76)
(Decrease)/Increase
in creditors 534 20 448 90
------- ------- ------- -------
Net cash outflow
from operating
activities 3 (52) (852) (254)
------- ------- ------- -------
9 Reconciliation to Canadian GAAP
The following table reconciles the loss for the period as reported on the
Consolidated Profit and Loss Account to the consolidated loss that would have
been reported had the financial statements been prepared under
Canadian GAAP:
Three months ended Nine months ended
30 September 30 September
(unaudited) (unaudited)
2004 2003 2004 2003
#000 #000
Retained loss
for the period (598) (81) (1,320) (325)
Less: Stock based
compensation * 20 - (131) -
Add:amortization
of goodwill 47 - 47 -
------- ------- ------- -------
Retained loss for the
period under
Canadian GAAP (531) (81) (1,404) (325)
------- ------- ------- -------
Loss per share (in
pence):
basic (2.7) (0.8) (7.2) (3.1)
* Stock based compensation cost for the quarter ended 30 September 2004 includes
an adjustment arising from options
withdrawn.
CES SOFTWARE PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED 30 SEPTEMBER, 2004
(Unaudited)
(Expressed in pounds sterling)
10 Subsequent events
The following events occurred after September 30, 2004:
* On October 5, 2004, CES's shares began trading on the Toronto Stock
Exchange (TSX), under the symbol "FUN". Concurrent with its listing, the
Company closed a placing of 977,700 ordinary shares at a price of Cdn$3.22
per share for aggregate gross proceeds of approximately #1.4 million
(approximately Cdn$3.1 million). Shortly thereafter, CES completed a private
placement of special warrants (the "Special Warrants"). The Company sold a
total of 2,230,500 Special Warrants at a price of Cdn$3.22 per Special
Warrant, raising gross proceeds of approximately #3.1 million (approximately
Cdn$7.2 million).
* On October 11, 2004, Betbull completed an offering on the Vienna Stock
Exchange whereby 2,100,000 Austrian depository certificates (each
representing an ordinary share in Betbull) were issued to investors at a
price of Euro7.00 per certificate. The offering raised gross proceeds of
approximately Euro14.7 million (or approximately #10.1) before expenses, thus
valuing Betbull at approximately Euro31 million. Subsequent to this
transaction, CES holds a 24.6% equity interest in Betbull.
* On October 29, 2004, the Company closed a placing of 14,000,000 ordinary
shares at a price of #1.40 per share, for aggregate gross proceeds of
approximately #19.6 million (approximately Cdn$44.5 million). Canaccord
Capital (Europe) Limited and CIBC World Markets Inc., acted as agents for
the Company in connection with the placing.
About CES Software plc
CES Software plc ("CES") is a leading provider of person-to-person skill gaming
and exchange betting technology. CES's strategy is to provide its
person-to-person gaming systems to top, licensed distribution partners in
regulated markets around the world. CES is a public company, incorporated in
England and Wales, listed on the Toronto Stock Exchange under the symbol "FUN",
and quoted on the Alternative Investment Market (AIM) of the London Stock
Exchange under the symbol "CES". CES is committed to the integrity of its
business, and as such will not conduct business with gaming operators who
knowingly process sports bets from any jurisdictions where such practices are
prohibited, including the United States and Canada.
Forward Looking Statements
This news release may contain forward looking statements based on current
projections and are not guarantees of future performance and involve certain
risks and uncertainties that are difficult to predict. The future results of the
Company may differ materially from those expressed in the forward-looking
statements contained in this news release, due to among other factors, the risks
and uncertainties inherent in the business of the Company, the risk factors
discussed in the Company's final prospectus (dated October 22, 2004), and in
other documents published or filed from time to time. The Company does not
undertake any obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this news release or to reflect the occurrence of unanticipated events.
For more information:
For further information about this news release, please contact:
Lorne Abony, Chief Executive Officer, Tel: +1-416-260-4402
James Lanthier, Chief Financial Officer, Tel: +1-416-260-4410
This information is provided by RNS
The company news service from the London Stock Exchange
END
QRTKFLFFZFBBFBX
Ces Soft. (LSE:CES)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Ces Soft. (LSE:CES)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
