EX-99.2 3 aya-ex992_140.htm EX-99.2 aya-ex992_140.htm

 

Exhibit 99.2

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED
MARCH 31, 2017

May 12, 2017

 

 


TABLE OF CONTENTS

 

CONSOLIDATED FINANCIAL STATEMENTS

2

Unaudited Interim Condensed Consolidated Statements of Earnings

2

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income

3

Unaudited Interim Condensed Consolidated Statements of Financial Position

4

Unaudited Interim Condensed Consolidated Statements of Changes in Equity

5

Unaudited Interim Condensed Consolidated Statements of Cash Flows

6

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7

1. Nature of business

7

2. Summary of significant accounting policies

7

3. Recent accounting pronouncements

8

4. Prior period adjustment

9

5. Segmented information

10

6. Expenses classified by nature

12

7. Earnings per share

13

8. Long-term debt

13

9. Derivatives

16

10. Provisions

18

11. Share capital

18

12. Reserves

19

13. Fair value

19

14. Subsequent events

22

 


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

 

 

 

 

Three Months Ended March 31,

 

U.S. dollars

 

Note

 

2017

$000’s

(except per share amounts)

 

 

2016

$000’s

(except per share amounts)

(As reclassified – note 4)

 

Revenues

 

5

 

 

317,320

 

 

 

288,518

 

Expenses

 

5, 6

 

 

 

 

 

 

 

 

Selling

 

 

 

 

43,051

 

 

 

43,446

 

General and administrative

 

 

 

 

131,141

 

 

 

142,792

 

Financial

 

 

 

 

40,589

 

 

 

24,913

 

Gaming duty

 

 

 

 

34,533

 

 

 

29,355

 

Acquisition-related costs

 

 

 

 

 

 

 

184

 

Total expenses

 

 

 

 

249,314

 

 

 

240,690

 

Income from investments

 

 

 

 

435

 

 

 

9,665

 

Loss from associates

 

 

 

 

 

 

 

(40

)

Net earnings before income taxes

 

 

 

 

68,441

 

 

 

57,453

 

Income taxes

 

 

 

 

2,688

 

 

 

1,962

 

Net earnings

 

 

 

 

65,753

 

 

 

55,491

 

Net earnings (loss) attributable to

 

 

 

 

 

 

 

 

 

 

Shareholders of Amaya Inc.

 

 

 

 

65,411

 

 

 

55,639

 

Non-controlling interest

 

 

 

 

342

 

 

 

(148

)

Net earnings

 

 

 

 

65,753

 

 

 

55,491

 

Basic earnings per Common Share

 

7

 

$

0.45

 

 

$

0.42

 

Diluted earnings per Common Share

 

7

 

$

0.33

 

 

$

0.28

 

 

See accompanying notes.

 

 

2


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

U.S. dollars

 

$000’s

 

 

$000’s

(As reclassified - note 4)

 

Net earnings

 

 

65,753

 

 

 

55,491

 

Items that are or may be reclassified to net earnings

 

 

 

 

 

 

 

 

Available-for-sale investments – gain in fair value

   (net of income tax expense of $181,000)

   (2016 - net of income tax expense of $nil)

 

 

3,958

 

 

 

4,760

 

Available-for-sale investments – reclassified to net earnings

 

 

(1,607

)

 

 

 

Foreign continuing operations – unrealized foreign currency

  translation differences

 

 

(12,418

)

 

 

(134,631

)

Cash flow hedges – effective portion of changes in fair value

   (net of income tax of nil (2016 - $nil))

 

 

(8,728

)

 

 

(97,670

)

Cash flow hedges – reclassified to net earnings

   (net of income tax of nil (2016 - $nil))

 

 

7,851

 

 

 

93,643

 

Other comprehensive loss

 

 

(10,944

)

 

 

(133,898

)

Total comprehensive income (loss)

 

 

54,809

 

 

 

(78,407

)

Total comprehensive income (loss) attributable to:

 

 

 

 

 

 

 

 

Shareholders of Amaya Inc.

 

 

54,467

 

 

 

(78,259

)

Non-controlling interest

 

 

342

 

 

 

(148

)

Total comprehensive income (loss)

 

 

54,809

 

 

 

(78,407

)

 

See accompanying notes.

 

 

3


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

 

 

 

 

As at March 31,

 

 

As at December 31,

 

 

 

 

 

2017

 

 

2016

 

U.S. dollars

 

Note

 

$000’s

 

 

$000’s

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

     Cash and cash equivalents - operational

 

 

 

 

123,961

 

 

 

129,459

 

     Cash and cash equivalents - customer deposits

 

 

 

 

123,448

 

 

 

138,225

 

Total cash and cash equivalents

 

 

 

 

247,409

 

 

 

267,684

 

Restricted cash advances and collateral

 

 

 

 

6,056

 

 

 

5,767

 

     Current investments

 

 

 

 

58,442

 

 

 

59,977

 

     Current investments - customer deposits

 

 

 

 

227,481

 

 

 

228,510

 

Total current investments

 

 

 

 

285,923

 

 

 

288,487

 

Accounts receivable

 

 

 

 

65,518

 

 

 

81,557

 

Inventories

 

 

 

 

397

 

 

 

515

 

Prepaid expenses and deposits

 

 

 

 

27,960

 

 

 

22,567

 

Assets held for sale

 

 

 

 

13,694

 

 

 

6,972

 

Income tax receivable

 

 

 

 

5,918

 

 

 

16,838

 

Derivatives

 

9

 

 

1,122

 

 

 

 

Total current assets

 

 

 

 

653,997

 

 

 

690,387

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

Restricted cash advances and collateral

 

 

 

 

46,071

 

 

 

45,728

 

Prepaid expenses and deposits

 

 

 

 

20,576

 

 

 

20,798

 

Long-term accounts receivable

 

 

 

 

10,324

 

 

 

9,458

 

Long-term investments

 

 

 

 

6,927

 

 

 

6,921

 

Promissory note

 

 

 

 

5,349

 

 

 

4,827

 

Property and equipment

 

 

 

 

39,926

 

 

 

40,800

 

Investment tax credits receivable

 

 

 

 

1,917

 

 

 

1,892

 

Income tax receivable

 

 

 

 

17,503

 

 

 

 

Deferred income taxes

 

 

 

 

1,950

 

 

 

1,054

 

Derivatives

 

9

 

 

24,255

 

 

 

52,038

 

Goodwill and intangible assets

 

 

 

 

4,560,187

 

 

 

4,588,572

 

Total non-current assets

 

 

 

 

4,734,985

 

 

 

4,772,088

 

Total assets

 

 

 

 

5,388,982

 

 

 

5,462,475

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

104,765

 

 

 

135,777

 

Other payables

 

 

 

 

48,035

 

 

 

56,588

 

Provisions

 

10

 

 

140,663

 

 

 

212,780

 

Customer deposits

 

 

 

 

350,929

 

 

 

366,735

 

Income tax payable

 

 

 

 

10,812

 

 

 

23,616

 

Current maturity of long-term debt

 

8

 

 

4,962

 

 

 

47,750

 

Derivatives

 

9

 

 

 

 

 

4,922

 

Total current liabilities

 

 

 

 

660,166

 

 

 

848,168

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

8

 

 

2,422,053

 

 

 

2,380,829

 

Provisions

 

10

 

 

6,714

 

 

 

8,942

 

Derivatives

 

9

 

 

 

 

 

5,594

 

Income taxes payable

 

 

 

 

21,433

 

 

 

 

Deferred income taxes

 

 

 

 

17,287

 

 

 

17,214

 

Total non-current liabilities

 

 

 

 

2,467,487

 

 

 

2,412,579

 

Total liabilities

 

 

 

 

3,127,653

 

 

 

3,260,747

 

EQUITY

 

 

 

 

 

 

 

 

 

 

Share capital

 

11

 

 

1,866,123

 

 

 

1,862,789

 

Reserves

 

12

 

 

27,186

 

 

 

35,847

 

Retained earnings

 

 

 

 

367,699

 

 

 

302,288

 

Equity attributable to the owners of Amaya Inc.

 

 

 

 

2,261,008

 

 

 

2,200,924

 

Non-controlling interest

 

 

 

 

321

 

 

 

804

 

Total equity

 

 

 

 

2,261,329

 

 

 

2,201,728

 

Total liabilities and equity

 

 

 

 

5,388,982

 

 

 

5,462,475

 

See accompanying notes.

Approved and authorized for issue on behalf of the Board on May 12, 2017.

(Signed) “Divyesh (Dave) Gadhia”, Director

Divyesh (Dave) Gadhia, Chairman of the Board

(Signed) “David Lazzarato”, Director

David Lazzarato, Chairman of the Audit Committee

 

4


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three months ended March 31, 2017 and 2016:

 

 

 

Share Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollars

 

Common

Shares

number

 

 

Convertible

Preferred

Shares

number

 

 

Common

Shares

amount

$000’s

 

 

Convertible

Preferred

Shares

amount

$000’s

 

 

Reserves

(note 12)

$000’s

 

 

Retained

Earnings

$000’s

 

 

Equity

attributable

to the owners of Amaya Inc.

$000's

 

 

Non-controlling

interest

$000’s

 

 

Total equity

$000’s

 

Balance – January 1, 2016

 

 

133,426,193

 

 

 

1,139,249

 

 

 

887,014

 

 

 

684,385

 

 

 

280,964

 

 

 

166,144

 

 

 

2,018,508

 

 

 

1,398

 

 

 

2,019,906

 

Net earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55,639

 

 

 

55,639

 

 

 

(148

)

 

 

55,491

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(133,898

)

 

 

 

 

 

(133,898

)

 

 

 

 

 

(133,898

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(133,898

)

 

 

55,639

 

 

 

(78,259

)

 

 

(148

)

 

 

(78,407

)

Issue of Common Shares in

   relation to exercised warrants

 

 

273,366

 

 

 

 

 

 

1,771

 

 

 

 

 

 

(564

)

 

 

 

 

 

1,207

 

 

 

 

 

 

1,207

 

Issue of Common Shares in relation

   to exercised employee stock options

 

 

104,384

 

 

 

 

 

 

469

 

 

 

 

 

 

(116

)

 

 

 

 

 

353

 

 

 

 

 

 

353

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,066

 

 

 

 

 

 

3,066

 

 

 

 

 

 

3,066

 

Balance – March 31, 2016

 

 

133,803,943

 

 

 

1,139,249

 

 

 

889,254

 

 

 

684,385

 

 

 

149,452

 

 

 

221,783

 

 

 

1,944,875

 

 

 

1,250

 

 

 

1,946,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – January 1, 2017

 

 

145,101,127

 

 

 

1,139,249

 

 

 

1,178,404

 

 

 

684,385

 

 

 

35,847

 

 

 

302,288

 

 

 

2,200,924

 

 

 

804

 

 

 

2,201,728

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65,411

 

 

 

65,411

 

 

 

342

 

 

 

65,753

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,944

)

 

 

 

 

 

(10,944

)

 

 

 

 

 

(10,944

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,944

)

 

 

65,411

 

 

 

54,467

 

 

 

342

 

 

 

54,809

 

Issue of Common Shares in relation

   to exercised employee stock options

 

 

1,327,690

 

 

 

 

 

 

3,826

 

 

 

 

 

 

(841

)

 

 

 

 

 

2,985

 

 

 

 

 

 

2,985

 

Share cancellation

 

 

(76,437

)

 

 

 

 

 

(492

)

 

 

 

 

 

492

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,164

 

 

 

 

 

 

2,164

 

 

 

 

 

 

2,164

 

Acquisition of non-controlling interest (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

468

 

 

 

 

 

 

468

 

 

 

(825

)

 

 

(357

)

Balance – March 31, 2017

 

 

146,352,380

 

 

 

1,139,249

 

 

 

1,181,738

 

 

 

684,385

 

 

 

27,186

 

 

 

367,699

 

 

 

2,261,008

 

 

 

321

 

 

 

2,261,329

 

 

See accompanying notes.

 

 

 

5


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

U.S. dollars

 

$000’s

 

 

$000’s

(As reclassified – note 4)

 

Operating activities

 

 

 

 

 

 

 

 

Net earnings

 

 

65,753

 

 

 

55,491

 

Interest accretion

 

 

8,978

 

 

 

9,803

 

Unrealized gain on foreign exchange

 

 

(2,099

)

 

 

(16,051

)

Depreciation of property and equipment

 

 

2,161

 

 

 

1,957

 

Amortization of intangible assets

 

 

31,697

 

 

 

30,233

 

Amortization of deferred development costs

 

 

1,877

 

 

 

1,093

 

Stock-based compensation

 

 

2,164

 

 

 

3,066

 

(Reversal of) Impairment of investment in associates

 

 

(6,684

)

 

 

 

Realized gain on investments

 

 

(2,122

)

 

 

(805

)

Unrealized gain on investments

 

 

(226

)

 

 

(7,271

)

Loss from associates

 

 

 

 

 

40

 

Income tax expense recognized in net earnings

 

 

2,688

 

 

 

1,962

 

Income taxes received (paid)

 

 

(1,128

)

 

 

841

 

Interest expense

 

 

33,683

 

 

 

32,418

 

Dormant accounts recognized as revenue

 

 

(886

)

 

 

(1,050

)

Changes in non-cash operating elements of working capital

 

 

(24,139

)

 

 

(26,175

)

Customer deposit liability movement

 

 

(16,229

)

 

 

(40,553

)

Other

 

 

59

 

 

 

221

 

Net cash inflows from operating activities

 

 

95,547

 

 

 

45,220

 

Financing activities

 

 

 

 

 

 

 

 

Issuance of capital stock in relation with exercised warrants

 

 

 

 

 

1,207

 

Issuance of capital stock in relation with exercised employee stock options

 

 

1,710

 

 

 

353

 

Interest paid

 

 

(34,047

)

 

 

(33,244

)

Settlement of margin

 

 

(7,602

)

 

 

 

Gain on settlement of derivative

 

 

13,904

 

 

 

 

Transaction costs on repricing of long-term debt

 

 

(4,719

)

 

 

 

Payment of deferred consideration

 

 

(75,000

)

 

 

 

Repayment of long-term debt

 

 

(6,888

)

 

 

(27,777

)

Net cash outflows from financing activities

 

 

(112,642

)

 

 

(59,461

)

Investing activities

 

 

 

 

 

 

 

 

Additions in deferred development costs

 

 

(4,413

)

 

 

(4,409

)

Purchase of property and equipment

 

 

(856

)

 

 

(1,207

)

Acquired intangible assets

 

 

(707

)

 

 

(3,272

)

Net sale of investments

 

 

149

 

 

 

 

Cash movement into restricted cash advances and collateral

 

 

(546

)

 

 

(44,798

)

Settlement of minimum revenue guarantee

 

 

(1,707

)

 

 

(4,769

)

Net sale (purchase) of investments utilizing customer deposits

 

 

5,169

 

 

 

(18

)

Other

 

 

(4

)

 

 

(29

)

Net cash outflows from investing activities

 

 

(2,915

)

 

 

(58,502

)

Decrease in cash and cash equivalents

 

 

(20,010

)

 

 

(72,743

)

Cash and cash equivalents – beginning of period

 

 

267,684

 

 

 

274,359

 

Unrealized foreign exchange difference on cash and cash equivalents

 

 

(265

)

 

 

5,479

 

Cash and cash equivalents - end of period

 

 

247,409

 

 

 

207,095

 

 

See accompanying notes.

6


 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.

NATURE OF BUSINESS

Amaya Inc. (“Amaya” or the “Corporation”) is a leading provider of technology-based products and services in the global gaming and interactive entertainment industries. As at March 31, 2017, Amaya had two major lines of operations within its Business‑to‑Consumer (“B2C”) business, real-money online poker (“Poker”) and real-money online casino and sportsbook (“Casino & Sportsbook”). As it relates to these two business lines, online revenues include revenues generated through the Corporation’s online, mobile and desktop client platforms.

Amaya’s B2C operations operate globally and conduct its principal activities from its headquarters in the Isle of Man. The Corporation owns and operates gaming and related interactive entertainment businesses, which it offers under several owned brands including, among others, PokerStars, PokerStars Casino, BetStars, Full Tilt, StarsDraft, and the PokerStars Championship and PokerStars Festival live poker tour brands (incorporating aspects of the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and Asia Pacific Poker Tour).

Amaya’s registered head office is located at 7600 Trans-Canada Highway, Pointe-Claire, Québec, Canada, H9R 1C8 and its common shares (“Common Shares”) are listed on the Toronto Stock Exchange (the “TSX”) and the Nasdaq Global Select Market, each under the symbol “AYA”.

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34—Interim Financial Reporting, and do not include all of the information required for full annual consolidated financial statements. The accounting policies and methods of computation applied in these unaudited interim condensed consolidated financial statements are consistent with those applied by the Corporation in its audited consolidated financial statements as at and for the year ended December 31, 2016 and related notes contained therein (the “2016 Financial Statements”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2016 Financial Statements.

For reporting purposes, the Corporation prepares its financial statements in U.S. dollars. Unless otherwise indicated, all dollar (“$”) amounts and references to “USD” or “USD $” in these unaudited interim condensed consolidated financial statements are expressed in U.S. dollars. References to ‘‘EUR’’ or “€” are to European Euros, references to ‘‘CDN’’ or “CDN $” are to Canadian dollars and references to “GBP” are to Great Britain Pound Sterling. Unless otherwise indicated, all references to a specific “note” refers to these notes to the unaudited interim condensed consolidated financial statements of the Corporation for the three months ended March 31, 2017. References to “IFRS” and “IASB” are to International Financial Reporting Standards and the International Accounting Standards Board, respectively.

 

New significant accounting policies

Debt modification

From time to time, the Corporation pursues amendments to its credit agreements based on prevailing market conditions. Such amendments, when completed, are considered by the Corporation to be debt modifications. The accounting treatment of a debt modification depends on whether the modified terms are substantially different than the previous terms. Terms of an amended debt agreement are considered to be substantially different when the discounted present value of the cash flows under the new terms discounted using the original effective interest rate, is at least ten percent different from the discounted present value of the remaining cash flows of the original debt. If the modification is not substantially different, it will be considered as a modification with any costs or fees incurred adjusting the carrying amount of the liability and amortized over the remaining term of the liability. If the modification is substantially different then the transaction is accounted for as an extinguishment of the old debt instrument with an adjustment to the carrying amount of the liability being recorded in the unaudited interim condensed statement of earnings immediately.

Cash flow hedges

Hedge accounting is discontinued on a prospective basis when the hedge no longer meets the hedge accounting criteria (including when it becomes ineffective), when the hedge instrument is sold, terminated or exercised and when, for cash flow hedges, the designation is revoked and the forecast transaction is no longer expected to occur. The cumulative gain or loss deferred in the

7


 

unaudited interim condensed statement of other comprehensive income should be classified to the unaudited interim condensed statement of earnings in the same period during which the hedged forecast cash flows affect net earnings. Where the forecast transaction is no longer expected to occur, the cumulative gain or loss deferred in other comprehensive income is transferred immediately to net earnings.   

 

 

3.

RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements – Not Yet Effective

IFRS 9, Financial Instruments

The IASB issued IFRS 9 relating to the classification and measurement of financial assets. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the many different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments (i.e., its business model) and the contractual cash flow characteristics of such financial assets. IFRS 9 also amends the impairment model by introducing a new expected credit losses model for calculating impairment on its financial assets and commitments to extend credit. The standard also introduces additional changes relating to financial liabilities. IFRS 9 also includes a new hedge accounting standard which aligns hedge accounting more closely with risk management. This new standard does not fundamentally change the types of hedging relationships or the requirement to measure and recognize ineffectiveness, however it will provide more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. Extended disclosures about risk management activity for those applying hedge accounting will also be required under the new standard. 

An entity shall apply IFRS 9 retrospectively, with some exemptions, for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Corporation is currently evaluating the impact of this standard, and does not anticipate applying it prior to its effective date.

IFRS 15, Revenues from Contracts with Customers

The Financial Accounting Standards Board and IASB have issued converged standards on revenue recognition. This new IFRS 15 affects any entity using IFRS that either enters into contracts with customers, unless those contracts are within the scope of other standards such as insurance contracts, financial instruments or lease contracts. This IFRS will supersede the revenue recognition requirements in IAS 18 and most industry-specific guidance.

The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized.  New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized.

The new standard is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Corporation intends to adopt IFRS 15 and the associated clarifications in its financial statements for the annual fiscal period beginning on January 1, 2018. However, the Corporation does not expect its adoption of IFRS 15 to have a material impact on the financial statements and does not anticipate applying it prior to its effective date.

IFRS 16, Leases

The IASB recently issued IFRS 16 to replace IAS 17 “Leases”. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.

This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors.

The Corporation intends to adopt IFRS 16 in its financial statements for the annual period beginning on January 1, 2019. The Corporation is currently evaluating the impact of this standard, and does not anticipate applying it prior to its effective date.

 

 

8


 

4.

PRIOR PERIOD ADJUSTMENT

 

The following table illustrates the reclassification of certain items in the unaudited interim condensed consolidated statement of cash flows for customer deposits:

 

 

 

Three Months Ended March 31,

 

 

 

2016

$000’s

(As filed)

 

 

2016

$000’s

(reclassification)

 

 

2016

$000’s

(As reclassified)

 

Adjustment to operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Changes in non-cash operating elements of working capital

 

 

(66,728

)

 

 

40,553

 

 

 

(26,175

)

Customer deposit liability movement

 

 

 

 

 

(40,553

)

 

 

(40,553

)

 

 

 

(66,728

)

 

 

 

 

 

(66,728

)

 

The Corporation separated “Cash and cash equivalents” into two line items, “Cash and cash equivalents – operational” and “Cash and cash equivalents – customer deposits”, in the unaudited interim condensed consolidated statement of financial position.  Cash and cash equivalents – operational presents cash and cash equivalents that is available for use by the Corporation for operations whereas Cash and cash equivalents – customer deposits presents cash and cash equivalents that is only available to the Corporation to cover its customer deposit liability.   

The Corporation also separated “Current investments” into two line items, “Current investments” and “Current investments – customer deposits”, in the unaudited interim condensed consolidated statement of financial position.  Current investments presents current investments (i.e., short term, highly liquid investments) held by the Corporation and that the Corporation may liquidate to use for operations whereas Current investments – customer deposits presents current investments held by the Corporation and that the Corporation may only liquidate to cover its customer deposit liability (whether directly or by adding the proceeds to Cash and cash equivalents – customer deposits).

As a result of these reclassifications, the Corporation also reclassified the customer deposit liability movements from “Changes in non-cash operating elements of working capital” to its own line item titled “Customer deposit liability movement”. This reclassification had no impact on the total cash flow change.

 

 

 


9


 

5.

SEGMENTED INFORMATION

For the three months ended March 31, 2017 and 2016, the Corporation had one reportable segment, B2C, which for the purposes of the financial statements is further divided into the Poker and Casino & Sportsbook business lines. The Chief Operating Decision Makers (“CODM”) receive business line revenue information throughout the year for the purposes of assessing their respective performance. Other B2C sources of revenue are aggregated into “Other”, while certain other nominal sources of revenue and corporate costs are included in “Corporate”.

Segmented net earnings for the three months ended March 31, 2017:

 

 

 

Three Months Ended March 31, 2017

 

 

 

Poker

 

 

Casino & Sportsbook

 

 

Other B2C

 

 

Total B2C

 

 

Corporate

 

 

Total

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Revenue

 

 

218,664

 

 

 

86,780

 

 

 

11,854

 

 

 

317,298

 

 

 

22

 

 

 

317,320

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,037

)

 

 

(14

)

 

 

(43,051

)

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(118,554

)

 

 

(12,587

)

 

 

(131,141

)

Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40,450

)

 

 

(139

)

 

 

(40,589

)

Gaming duty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(34,533

)

 

 

 

 

 

(34,533

)

Income (loss) from investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(878

)

 

 

1,313

 

 

 

435

 

Net earnings (loss) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

79,846

 

 

 

(11,405

)

 

 

68,441

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,397

 

 

 

291

 

 

 

2,688

 

Net earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,449

 

 

 

(11,696

)

 

 

65,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segmented information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation & amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,658

 

 

 

77

 

 

 

35,735

 

Bad debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,776

 

 

 

 

 

 

1,776

 

Total Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,355,981

 

 

 

33,001

 

 

 

5,388,982

 

Total Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,106,503

 

 

 

21,150

 

 

 

3,127,653

 

 

Segmented net earnings for the three months ended March 31, 2016:

 

 

 

Three Months Ended March 31, 2016 (As adjusted - note 4)

 

 

 

Poker

 

 

Casino & Sportsbook

 

 

Other B2C

 

 

Total B2C

 

 

Corporate

 

 

Total

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Revenue

 

 

216,374

 

 

 

60,114

 

 

 

11,971

 

 

 

288,459

 

 

 

59

 

 

 

288,518

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,410

)

 

 

(36

)

 

 

(43,446

)

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(125,850

)

 

 

(16,942

)

 

 

(142,792

)

Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,912

)

 

 

3,999

 

 

 

(24,913

)

Gaming duty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,355

)

 

 

 

 

 

(29,355

)

Acquisition-related costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(184

)

 

 

(184

)

Income from investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

897

 

 

 

8,768

 

 

 

9,665

 

Loss from associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40

)

 

 

(40

)

Net earnings (loss) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,829

 

 

 

(4,376

)

 

 

57,453

 

Income taxes (recovery)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,978

 

 

 

(16

)

 

 

1,962

 

Net earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,851

 

 

 

(4,360

)

 

 

55,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segmented information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation & amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,137

 

 

 

146

 

 

 

33,283

 

Bad debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

971

 

 

 

 

 

 

971

 

Total Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,526,041

 

 

 

86,680

 

 

 

5,612,721

 

Total Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,630,761

 

 

 

35,835

 

 

 

3,666,596

 

 

10


 

The Corporation also evaluates revenue performance by geographic region based on the primary jurisdiction where the Corporation is licensed or approved to offer, or offers through third party licenses or approvals, its products and services. The following tables set out the proportion of revenue attributable to each license or approval (as opposed to the jurisdiction where gameplay actually occurred) generating a minimum of 5% of total consolidated revenue for the three months ended March 31, 2017 or 2016:               

 

 

 

Three months ended March 31, 2017

 

 

 

Poker

 

 

Casino & Sportsbook

 

 

Other B2C

 

 

Total B2C

 

 

Corporate

 

 

Total

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Geographic Area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Isle of Man

 

 

87,645

 

 

 

10,258

 

 

 

 

 

 

97,903

 

 

 

 

 

 

97,903

 

Malta

 

 

52,171

 

 

 

49,241

 

 

 

 

 

 

101,412

 

 

 

 

 

 

101,412

 

Italy

 

 

21,735

 

 

 

10,882

 

 

 

157

 

 

 

32,774

 

 

 

 

 

 

32,774

 

United Kingdom

 

 

12,974

 

 

 

2,698

 

 

 

70

 

 

 

15,742

 

 

 

 

 

 

15,742

 

Spain

 

 

11,269

 

 

 

7,468

 

 

 

177

 

 

 

18,914

 

 

 

 

 

 

18,914

 

France

 

 

12,400

 

 

 

1,611

 

 

 

136

 

 

 

14,147

 

 

 

 

 

 

14,147

 

Other licensed or approved

   jurisdictions

 

 

20,470

 

 

 

4,622

 

 

 

11,314

 

 

 

36,406

 

 

 

22

 

 

 

36,428

 

 

 

 

218,664

 

 

 

86,780

 

 

 

11,854

 

 

 

317,298

 

 

 

22

 

 

 

317,320

 

 

 

 

Three months ended March 31, 2016

 

 

 

Poker

 

 

Casino & Sportsbook

 

 

Other B2C

 

 

Total B2C

 

 

Corporate

 

 

Total

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Geographic Area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Isle of Man

 

 

84,086

 

 

 

3,264

 

 

 

 

 

 

87,350

 

 

 

 

 

 

87,350

 

Malta

 

 

60,359

 

 

 

41,300

 

 

 

 

 

 

101,659

 

 

 

 

 

 

101,659

 

Italy

 

 

21,395

 

 

 

6,452

 

 

 

158

 

 

 

28,005

 

 

 

 

 

 

28,005

 

United Kingdom

 

 

15,022

 

 

 

3,288

 

 

 

107

 

 

 

18,417

 

 

 

 

 

 

18,417

 

Spain

 

 

9,488

 

 

 

5,482

 

 

 

165

 

 

 

15,135

 

 

 

 

 

 

15,135

 

France

 

 

15,556

 

 

 

 

 

 

148

 

 

 

15,704

 

 

 

 

 

 

15,704

 

Other licensed or approved

   jurisdictions

 

 

10,468

 

 

 

328

 

 

 

11,393

 

 

 

22,189

 

 

 

59

 

 

 

22,248

 

 

 

 

216,374

 

 

 

60,114

 

 

 

11,971

 

 

 

288,459

 

 

 

59

 

 

 

288,518

 

 

The Corporation reclassified interest revenue previously included within Revenue, to Income from investments. The Corporation has determined that impact of these corrections are immaterial.

 

The distribution of some of the Corporation’s non-current assets (goodwill, intangible assets and property and equipment) by geographic region is as follows:

 

 

 

As at March 31,

 

 

As at December 31,

 

 

 

2017

 

 

2016

 

 

 

$000’s

 

 

$000’s

 

Geographic Area

 

 

 

 

 

 

 

 

Canada

 

 

41,948

 

 

 

39,993

 

Isle of Man

 

 

4,535,651

 

 

 

4,567,314

 

Malta

 

 

 

 

 

 

Italy

 

 

45

 

 

 

47

 

United Kingdom

 

 

6,548

 

 

 

6,380

 

Other licensed or approved jurisdictions

 

 

15,921

 

 

 

15,638

 

 

 

 

4,600,113

 

 

 

4,629,372

 

 

 

11


 

6.

EXPENSES CLASSIFIED BY NATURE

 

 

 

Three Months Ended March 31,

 

 

 

2017

$000’s

 

 

2016

$000’s

 

 

 

 

 

 

 

(As adjusted – note 4)

 

Financial

 

 

 

 

 

 

 

 

Interest and bank charges

 

 

43,002

 

 

 

42,514

 

Foreign exchange gain

 

 

(2,413

)

 

 

(17,601

)

 

 

 

40,589

 

 

 

24,913

 

General and administrative

 

 

 

 

 

 

 

 

Processor costs

 

 

16,774

 

 

 

13,784

 

Office

 

 

18,476

 

 

 

18,696

 

Salaries and fringe benefits

 

 

37,928

 

 

 

42,981

 

Research and development salaries

 

 

7,100

 

 

 

8,871

 

Stock-based compensation

 

 

2,164

 

 

 

3,066

 

Depreciation of property and equipment

 

 

2,161

 

 

 

1,957

 

Amortization of deferred development costs

 

 

1,877

 

 

 

1,093

 

Amortization of intangible assets

 

 

31,697

 

 

 

30,233

 

Professional fees

 

 

17,813

 

 

 

20,918

 

Reversal of impairment on investment in associates

 

 

(6,684

)

 

 

 

Bad debt

 

 

1,776

 

 

 

971

 

Loss on disposal of assets

 

 

59

 

 

 

222

 

 

 

 

131,141

 

 

 

142,792

 

 

 

 

 

 

 

 

 

 

Selling

 

 

 

 

 

 

 

 

Marketing

 

 

36,096

 

 

 

38,435

 

Royalties

 

 

6,955

 

 

 

5,011

 

 

 

 

43,051

 

 

 

43,446

 

 

 

 

 

 

 

 

 

 

Gaming duty

 

 

34,533

 

 

 

29,355

 

 

 

 

 

 

 

 

 

 

Acquisition-related costs

 

 

 

 

 

 

 

 

Professional fees

 

 

 

 

 

184

 

 

 

 

 

 

 

184

 

 

 

The Corporation changed the presentation of certain items within its unaudited interim condensed consolidated statement of earnings for the comparative period to conform to the current year’s presentation. The Corporation reclassified travel and entertainment costs previously included within “Selling” expenses to “Office” expenses. The Corporation has determined that impact of this correction is immaterial. The Corporation also segregated Selling expenses into “Marketing” and “Royalties” in order to provide a better understanding to the readers of the distribution of expenses within Selling expenses. None of these reclassifications had a net earnings impact on the unaudited interim condensed consolidated statement of earnings.

 

 

 

12


 

7.

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per Common Share for the following periods:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Numerator

 

 

 

 

 

 

 

 

Numerator for basic and diluted earnings per Common Share –

   net earnings

 

$

65,411,000

 

 

$

55,639,000

 

Denominator

 

 

 

 

 

 

 

 

Denominator for basic earnings per Common Share – weighted

   average number of Common Shares

 

 

145,561,694

 

 

 

133,674,184

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

Stock options

 

 

587,100

 

 

 

960,260

 

Restricted shares

 

 

 

 

 

 

Restricted share units

 

 

 

 

 

 

Warrants

 

 

48,393

 

 

 

11,068,304

 

Convertible Preferred Shares

 

 

54,459,362

 

 

 

51,339,074

 

Effect of dilutive securities

 

 

55,094,855

 

 

 

63,367,638

 

Dilutive potential for diluted earnings per Common Share

 

 

200,656,549

 

 

 

197,041,822

 

Basic earnings per Common Share

 

$

0.45

 

 

$

0.42

 

Diluted earnings per Common Share

 

$

0.33

 

 

$

0.28

 

 

The Corporation changed the presentation of the numerator of the calculation of basic and diluted earnings per share for the comparative period to conform to the current year’s presentation, to present net earnings from continuing operations after the effects of non-controlling interest. The Corporation has determined that the impact of this correction is immaterial and did not have an impact on basic or diluted earnings per share.

 

 

8.

LONG-TERM DEBT

The following is a summary of long-term debt outstanding at March 31, 2017 and December 31, 2016 (all capitalized terms used in the table below relating to such long-term debt are defined below in this note):

 

 

 

Interest rate

 

 

March 31,

2017,

Principal

outstanding

balance in

local

denominated

currency

 

 

March 31,

2017

Carrying

amount

 

 

December 31,

2016,

Principal

outstanding

balance in

local

denominated

currency

 

 

December 31,

2016

Carrying

amount

 

 

 

 

 

 

 

000’s

 

 

$000’s

 

 

000’s

 

 

$000’s

 

USD First Lien Term Loan

 

 

4.50%

 

 

 

1,910,236

 

 

 

1,854,046

 

 

 

2,021,097

 

 

 

1,965,929

 

EUR First Lien Term Loan

 

 

3.75%

 

 

 

385,162

 

 

 

405,182

 

 

 

286,143

 

 

 

296,197

 

USD Second Lien Term Loan

 

 

8.00%

 

 

 

210,000

 

 

 

167,787

 

 

 

210,000

 

 

 

166,453

 

Total long-term debt

 

 

 

 

 

 

 

 

 

 

2,427,015

 

 

 

 

 

 

 

2,428,579

 

Current portion

 

 

 

 

 

 

 

 

 

 

4,962

 

 

 

 

 

 

 

47,750

 

Non-current portion

 

 

 

 

 

 

 

 

 

 

2,422,053

 

 

 

 

 

 

 

2,380,829

 

 

During the three months ended March 31, 2017, the Corporation incurred the following interest on its then-outstanding long-term debt:

 

 

 

Effective interest rate

 

 

Interest

$000's

 

 

Interest Accretion

$000's

 

 

Total Interest

$000's

 

USD First Lien Term Loan

 

 

5.42

%

 

 

21,124

 

 

 

2,884

 

 

 

24,008

 

EUR First Lien Term Loan

 

 

4.09

%

 

 

3,932

 

 

 

271

 

 

 

4,203

 

USD Second Lien Term Loan

 

 

13.28

%

 

 

4,199

 

 

 

1,334

 

 

 

5,533

 

Total

 

 

 

 

 

 

29,255

 

 

 

4,489

 

 

 

33,744

 

13


 

 

During the three months ended March 31, 2016, the Corporation incurred the following interest on its then-outstanding long-term debt:

 

 

 

Effective interest rate

 

 

Interest

$000's

 

 

Interest Accretion

$000's

 

 

Total Interest

$000's

 

USD First Lien Term Loan

 

 

5.71

%

 

 

23,689

 

 

 

2,777

 

 

 

26,466

 

EUR First Lien Term Loan

 

 

5.68

%

 

 

4,230

 

 

 

252

 

 

 

4,482

 

USD Second Lien Term Loan

 

 

13.26

%

 

 

4,247

 

 

 

1,169

 

 

 

5,416

 

CDN 2013 Debentures

 

 

14.10

%

 

 

 

 

 

121

 

 

 

121

 

Total

 

 

 

 

 

 

32,166

 

 

 

4,319

 

 

 

36,485

 

 

The Corporation’s debt balance as at March 31, 2017 was as follows:

 

 

 

 

 

 

 

Cash

 

 

Non-cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening Balance

$000's

 

 

Principal Movements

$000's

 

 

Transaction costs

$000's

 

 

Accretion

$000's

 

 

Translation

$000's

 

 

Total

$000's

 

 

Current

$000's

 

 

Long-term

$000's

 

USD First Lien Term Loan

 

 

1,965,928

 

 

 

(110,861

)

 

 

(3,905

)

 

 

2,884

 

 

 

 

 

 

1,854,046

 

 

 

7,478

 

 

 

1,846,568

 

EUR First Lien Term Loan

 

 

296,198

 

 

 

103,973

 

 

 

(829

)

 

 

271

 

 

 

5,569

 

 

 

405,182

 

 

 

2,972

 

 

 

402,210

 

USD Second Lien Term Loan

 

 

166,453

 

 

 

 

 

 

 

 

 

1,334

 

 

 

 

 

 

167,787

 

 

 

(5,488

)

 

 

173,275

 

Total

 

 

2,428,579

 

 

 

(6,888

)

 

 

(4,734

)

 

 

4,489

 

 

 

5,569

 

 

 

2,427,015

 

 

 

4,962

 

 

 

2,422,053

 

 

The Corporation’s debt balance for the year ended December 31, 2016 was as follows:

 

 

 

 

 

 

 

Cash

 

 

Non-cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening Balance

$000's

 

 

Principal Movements

$000's

 

 

Transaction costs

$000's

 

 

Accretion

$000's

 

 

Translation

$000's

 

 

Total

$000's

 

 

Current

$000's

 

 

Long-term

$000's

 

USD First Lien Term Loan

 

 

1,978,763

 

 

 

(20,587

)

 

 

 

 

 

7,752

 

 

 

 

 

 

1,965,928

 

 

 

45,848

 

 

 

1,920,080

 

EUR First Lien Term Loan

 

 

307,584

 

 

 

(3,204

)

 

 

 

 

 

1,241

 

 

 

(9,423

)

 

 

296,198

 

 

 

7,512

 

 

 

288,686

 

USD Second Lien Term Loan

 

 

161,524

 

 

 

 

 

 

 

 

 

4,929

 

 

 

 

 

 

166,453

 

 

 

(5,610

)

 

 

172,063

 

CDN 2013 Debentures

 

 

21,556

 

 

 

(22,561

)

 

 

 

 

 

 

 

 

1,005

 

 

 

 

 

 

 

 

 

 

Total

 

 

2,469,427

 

 

 

(46,352

)

 

 

 

 

 

13,922

 

 

 

(8,418

)

 

 

2,428,579

 

 

 

47,750

 

 

 

2,380,829

 

 

 

The principal repayments of the Corporation’s currently outstanding long-term debt over the next five years, as adjusted for revised estimates of excess cash flow allocations to the principal repayment of the First Lien Term Loans, amount to the following:

 

 

 

1 Year

$000's

 

 

2 Years

$000's

 

 

3 Years

$000's

 

 

4 Years

$000's

 

 

5 Years and Greater

$000's

 

USD First Lien Term Loan

 

 

19,443

 

 

 

19,443

 

 

 

19,443

 

 

 

19,443

 

 

 

1,832,466

 

EUR First Lien Term Loan

 

 

4,181

 

 

 

4,181

 

 

 

4,181

 

 

 

4,181

 

 

 

394,013

 

USD Second Lien Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

210,000

 

Total

 

 

23,624

 

 

 

23,624

 

 

 

23,624

 

 

 

23,624

 

 

 

2,436,479

 

 

(a)

First and Second Lien Term Loans

On August 1, 2014, Amaya completed the acquisition of Amaya Group Holdings (IOM) Limited (formerly known as Oldford Group Limited) and its subsidiaries and affiliates (the “Rational Group Acquisition”), which was partly financed through the issuance of long-term debt, allocated into first and second lien term loans. Without giving effect to the Refinancing and Repricing (as defined below), the first lien term loans consisted of a $1.75 billion seven-year first lien term loan priced at LIBOR plus 4.00% (the “USD First Lien Term Loan”) and a €200 million seven-year first lien term loan priced at Euribor plus 4.25% (the “EUR First Lien Term Loan” and, together with the USD First Lien Term Loan, the “First Lien Term Loans”), in each case with a 1.00% LIBOR and Euribor floor and repayable on August 22, 2021. Also without giving effect to the Refinancing and Repricing, the second lien term loan consisted of an $800 million eight-year loan priced at LIBOR plus 7.00%, with a 1.00% LIBOR floor and repayable on August 1, 2022 (the “USD Second Lien Term Loan”).

14


 

On August 12, 2015, the Corporation completed the previously announced refinancing of certain of its outstanding long-term indebtedness (the “Refinancing). The Refinancing included the repayment of approximately $590 million of the USD Second Lien Term Loan. The Corporation funded this repayment, as well as fees and related costs, through a combination of an approximately $315 million increase of the existing USD First Lien Term Loan, approximately €92 million increase of the existing EUR First Lien Term Loan and approximately $195 million in cash.  The credit agreement related to the First Lien Term Loans was amended to, among other things, provide for these increased term loan facilities. In addition, on March 3, 2017, the Corporation completed the repricing and retranching of the First Lien Term Loans and amended the applicable credit agreement (collectively, the “Repricing”). The Repricing included reducing the applicable interest rate margin on the First Lien Term Loans by 50 basis points to LIBOR plus 350 basis points with a LIBOR floor of 100 basis points and Euribor plus 375 basis points with no Euribor floor, respectively, and retranching such loans by raising €100 million of incremental debt on the EUR First Lien Term Loan and using the proceeds to reduce the USD First Lien Term Loan by $106 million.

Amaya and the lenders also amended the credit agreement for the First Lien Term Loans to, among other things, reflect the Repricing and waive the required 2016 and 2017 excess cash flow repayments (as defined and described in the credit agreement) previously due on March 31, 2017 and March 31, 2018, respectively.

The Repricing has been accounted for as a debt modification as the terms of the amended credit agreement were not considered to be substantially different than the previous terms and as a result there was no significant impact on the carrying amount.

First Lien Term Loans

The Corporation is required to allocate up to 50% of the excess cash flow of the Corporation to the principal repayment of the First Lien Term Loans. Excess cash flow is referred to as EBITDA of Amaya Holdings B.V. on a consolidated basis for such excess cash flow period (i.e., each fiscal year commencing with the fiscal year ending on December 31, 2015), minus, without duplication, debt service, capital expenditures, permitted business acquisitions and investments, taxes paid in cash, increases in working capital, cash expenditures in respect of swap agreements, any extraordinary, unusual or nonrecurring loss, income or gain on asset dispositions, and plus, without any duplication, decreases in working capital, capital expenditures funded with the proceeds of the issuance of debt or the issuance of equity, cash payments received in respect of swap agreements, any extraordinary, unusual or nonrecurring gain realized in cash and cash interest income to the extent deducted in the computation of EBITDA.

The percentage allocated to the principal repayment can fluctuate based on the following:

 

If the total secured leverage ratio at the end of the applicable excess cash flow period is less than or equal to 4.75 to 1.00 but is greater than 4.00 to 1.00, the repayments will be 25% of the excess cash flow.

 

If the total secured leverage ratio at the end of the applicable excess cash flow period is less than or equal to 4.00 to 1.00, the repayment will be 0% of the excess cash flow.

Notwithstanding, the excess cash flow waivers noted above, during the three months ended March 31, 2017, the Corporation revised its estimates of excess cash flow allocations to the principal repayment of the First Lien Term Loans over the next five years.

The agreement for the First Lien Term Loans restricts Amaya Holdings B.V. and its subsidiaries from, among other things, incurring additional debt or granting additional liens on its assets and equity, distributing equity interests and distributing any assets to third parties.

Second Lien Term Loan

Giving effect to the Refinancing, the Second Lien Term Loan decreased to $210 million. The applicable interest rate remained the same.

(b)2013 Debentures

On February 7, 2013, the Corporation closed a private placement of units, issuing and selling 30,000 units at a price of CDN $1,000 per unit for aggregate gross proceeds of CDN $30 million. Each unit consisted of certain non-convertible subordinated debentures (the “CDN 2013 Debentures”) and non-transferable Common Share purchase warrants. The CDN 2013 Debentures matured on January 31, 2016 and CDN $30 million was repaid on February 1, 2016 and the then-remaining outstanding warrants expired on January 31, 2016.  As of such date, the Corporation had no further obligations under or with respect to the same.

 

15


 

9.

DERIVATIVES

The Corporation is exposed to interest rate and currency risk. The Corporation uses derivative financial instruments for risk management purposes and anticipates that such instruments will mitigate interest rate and currency risk, as applicable. As such, any change in cash flows associated with derivative instruments is expected to be offset by changes in cash flows related to the hedged position. 

Cash flow hedge accounting

On March 2, 2015, a subsidiary of the Corporation entered into cross-currency interest rate swap agreements (the “March 2015 Swap Agreements”). A USD notional amount of $1.74 billion was designated in cash flow hedge relationships to hedge the interest rate and foreign exchange of the USD First Lien Term Loan bearing a minimum floating interest rate of 4.5% (USD three-month LIBOR plus a 3.5% margin, with a LIBOR floor of 1.0%). The March 2015 Swap Agreements, which mature in five years, fixes the Euro to USD exchange rate at 1.1102 and fixes the Euro interest payments at an average rate of 4.6016%.

In connection with the Refinancing, a subsidiary of the Corporation entered into two additional cross-currency interest rate swap agreements to hedge the interest rate and foreign exchange, effective August 12, 2015, for a USD notional amount of $325 million (the “August 2015 Swap Agreements” and together with the March 2015 Swap Agreements, the “Swap Agreements”). A portion of the August 2015 Swap Agreements (USD notional amount of $302 million) was designated in cash flow hedge relationships to hedge the interest rate and foreign exchange of the USD First Lien Term Loan bearing a minimum floating interest rate of 4.5% (USD three-month LIBOR plus a 3.5% margin, with a LIBOR floor of 1.0%). The August 2015 Swap Agreements, which mature in five years, fix the Euro to USD exchange rate of 1.094 and fix the Euro interest payments at an average rate of 4.657%. During the three months ended March 31, 2017, the Corporation unwound and settled a notional principal amount of $616.54 million of the Swap Agreements for a gain of $13.9 million.

As part of the Repricing, the Corporation reduced the applicable interest rate margin on the First Lien Term Loans by 50 basis points to LIBOR plus 350 basis points with a LIBOR floor of 100 basis points. As a result, the Corporation de-designated and re-designated the applicable hedging instruments in new hedge accounting relationships. An amount of $2.45 million was recognized in interest expense in the current period relating to the amortization of the other comprehensive income balance brought forward from the previous hedge accounting relationship.

During the three months ended March 31, 2017 and 2016, there was no ineffectiveness with respect to the cash flow hedge.

During the three months ended March 31, 2017, $3.0 million (March 31, 2016 - $1.32 million) was reclassified from “Reserves” to the unaudited interim condensed consolidated statement of earnings as Financial expenses.

The fair value of the Swap Agreements in hedging relationships included in the derivative assets of the Corporation as at March 31, 2017 was $24.26 million (December 31, 2016 – $52.04 million).

As at March 31, 2017, the Corporation had entered into a series of foreign exchange option contracts to purchase GBP for USD. These cash flow hedges are intended to mitigate the impact of the GBP strengthening against the USD on GBP salary costs. The contracts mature between April 2017 and December 2017 and allow the Corporation to purchase approximately £4.65 million each month at a strike price of 1.25 USD to GBP. For the period ended March 31, 2017, the Corporation recorded unrealized gains of $306,000. The fair value of the foreign exchange option contracts as at March 31, 2017 was $1.12 million.  

Net investment hedge accounting

During the period ended March 31, 2017 and during a portion of the year ended December 31, 2016, the Corporation designated a portion of the USD First Lien Term Loan, its entire principal amount of the USD Second Lien Term Loan and its deferred consideration (i.e., the deferred purchase price for the Rational Group Acquisition) as a foreign exchange hedge of its net investment in its foreign operations. Accordingly, the portion of the gains arising from the translation of the USD-denominated liabilities that was determined to be an effective hedge during the period was recognized in the unaudited interim condensed consolidated statements of comprehensive income (loss), counterbalancing a portion of the losses arising from translation of the Corporation’s net investment in its foreign operations. During the three months ended March 31, 2017, there was no ineffectiveness with respect to the net investment hedge.

For the three months ended March 31, 2017, the Corporation recorded an unrealized exchange loss on translation of $25.02 million (March 31, 2016 - $nil) in the cumulative translation adjustment in reserves related to the translation of a portion of the USD First Lien Term Loan, USD Second Lien Term Loan and the deferred consideration.

16


 

Put liabilities

In connection with the July 31, 2015 acquisition of Stars Fantasy Sports Subco, LLC (“Stars Fantasy”), the operator of, among other things, the Corporation’s StarsDraft brand, the Corporation granted a put option to the sellers whereby such sellers have the right, but not the obligation, to sell to the Corporation all the equity interests then held by such sellers. During the three months ended March 31, 2017, the Corporation acquired the remaining equity interests from the sellers. The derivative as at March 31, 2017 is $nil (December 31, 2016 - $5.59 million) and an amount of $5.95 million is now included in “Other payables” related to the remaining equity interest purchase price.

 

 

The following table summarizes the fair value of derivatives as at March 31, 2017 and December 31, 2016 and the change in fair value for the three months ended March 31, 2017 and year ended December 31, 2016:

 

 

 

Forward Contracts

$000's

 

 

Cross-currency interest rate swap contracts

$000's

 

 

Currency options

$000's

 

 

Total

$000's

 

Opening balance, as at January 1, 2016

 

 

4,012

 

 

 

9,473

 

 

 

 

 

 

13,485

 

Unrealized gain (loss) in fair value

 

 

(4,012

)

 

 

42,565

 

 

 

 

 

 

38,553

 

Total derivative asset as at December 31, 2016

 

 

 

 

 

52,038

 

 

 

 

 

 

52,038

 

Acquisition

 

 

 

 

 

 

 

 

906

 

 

 

906

 

Realized gain

 

 

 

 

 

(13,904

)

 

 

 

 

 

(13,904

)

Unrealized gain (loss) in fair value

 

 

 

 

 

(14,313

)

 

 

306

 

 

 

(14,007

)

Translation

 

 

 

 

 

434

 

 

 

(90

)

 

 

344

 

Total derivative asset as at March 31, 2017

 

 

 

 

 

24,255

 

 

 

1,122

 

 

 

25,377

 

Current portion

 

 

 

 

 

 

 

 

1,122

 

 

 

1,122

 

Non-current portion

 

 

 

 

 

24,255

 

 

 

 

 

 

24,255

 

 

 

 

Forward Contracts

$000's

 

 

Cross-currency interest rate swap contracts

$000's

 

 

Put Liability

$000's

 

 

Total

$000's

 

Opening balance, as at January 1, 2016

 

 

2,184

 

 

 

16,538

 

 

 

6,102

 

 

 

24,824

 

Unrealized gain (loss) in fair value

 

 

3,106

 

 

 

(16,538

)

 

 

(815

)

 

 

(14,247

)

Accretion

 

 

 

 

 

 

 

 

307

 

 

 

307

 

Translation

 

 

(368

)

 

 

 

 

 

 

 

 

(368

)

Total derivative liability as at December 31, 2016

 

 

4,922

 

 

 

 

 

 

5,594

 

 

 

10,516

 

Unrealized gain in fair value

 

 

(1,736

)

 

 

 

 

 

 

 

 

(1,736

)

Realized loss on settlement

 

 

(2,919

)

 

 

 

 

 

 

 

 

(2,919

)

Settlement

 

 

(177

)

 

 

 

 

 

(5,594

)

 

 

(5,771

)

Translation

 

 

(90

)

 

 

 

 

 

 

 

 

(90

)

Total derivative liability as at March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Current portion

 

 

 

 

 

 

 

 

 

 

 

 

Non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17


 

10.

PROVISIONS

The provisions in the unaudited interim condensed consolidated statements of financial position include, among other items, the provision for jackpots, the provision for deferred consideration primarily relating to the deferred payment for the Rational Group Acquisition and the minimum revenue guarantees or EBITDA support agreement, as applicable, in connection with the sale of WagerLogic Malta Holdings Ltd., the sale of Amaya (Alberta) Inc. (formerly Chartwell Technology Inc.) (“Chartwell”) and CryptoLogic Ltd., to NYX Gaming Group Limited (TSXV: NYX) (“NYX Gaming Group”) and NYX Digital Gaming (Canada) ULC, a subsidiary of NYX Gaming Group (the “NYX Sub”) (the “Chartwell/Cryptologic Sale”),  and the initial public offering (the “Innova Offering”) of Innova Gaming Group Inc. (TSX: IGG) (“Innova”).

The purchase price for the Rational Group Acquisition included a deferred payment of $400 million payable on February 1, 2017. The Corporation will pay the remaining balance over the course of 2017 from unrestricted cash on its balance sheet and cash flow from operations and entered into an agreement with the former owners of the Rational Group whereby the former owners have agreed not to enforce during 2017 their right under the original merger agreement to cause the Corporation to use commercially reasonable efforts to issue equity to finance any outstanding balance of the deferred purchase price. The fair value of the deferred payment as at March 31, 2017 of $122.55 million (December 31, 2016 - $195.51 million) is recorded in Provisions. The fair value measurement was calculated utilizing a discounted cash flow approach using a 6.0% discount rate (December 31, 2016 – 6.0%) and categorized as a Level 3 within the fair value hierarchy. A 1% change in the discount rate would impact the value by $9.79 million.

The carrying amounts and the movements in the provisions during the period ended March 31, 2017 and December 31, 2016 are as follows:

 

 

 

Player bonuses

and jackpots

$000’s

 

 

Deferred

consideration

$000’s

 

 

Minimum

revenue guarantee

$000’s

 

 

Other

$000’s

 

 

Total

$000’s

 

Balance at January 1, 2016

 

 

2,688

 

 

 

382,728

 

 

 

19,395

 

 

 

1,087

 

 

 

405,898

 

Additional provision recognized (non-cash)

 

 

13,885

 

 

 

 

 

 

5,762

 

 

 

4,613

 

 

 

24,260

 

Payments (cash)

 

 

(15,013

)

 

 

(200,000

)

 

 

(8,998

)

 

 

(5,700

)

 

 

(229,711

)

Accretion of discount (non-cash)

 

 

 

 

 

22,277

 

 

 

1,095

 

 

 

 

 

 

23,372

 

Gain on settlement of deferred consideration (non-cash)

 

 

 

 

 

(2,466

)

 

 

 

 

 

 

 

 

(2,466

)

Foreign exchange translation losses (non-cash)

 

 

11

 

 

 

(24

)

 

 

382

 

 

 

 

 

 

369

 

Balance at December 31, 2016

 

 

1,571

 

 

 

202,515

 

 

 

17,636

 

 

 

 

 

 

221,722

 

Adjustment to provision recognized (non-cash)

 

 

11,652

 

 

 

 

 

 

(475

)

 

 

 

 

 

11,177

 

Payments (cash)

 

 

(11,300

)

 

 

(75,000

)

 

 

(1,707

)

 

 

 

 

 

(88,007

)

Accretion of discount (non-cash)

 

 

 

 

 

2,048

 

 

 

257

 

 

 

 

 

 

2,305

 

Foreign exchange translation losses (non-cash)

 

 

 

 

 

9

 

 

 

171

 

 

 

 

 

 

180

 

Balance at March 31, 2017

 

 

1,923

 

 

 

129,572

 

 

 

15,882

 

 

 

 

 

 

147,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion at December 31, 2016

 

 

1,571

 

 

 

202,515

 

 

 

8,694

 

 

 

 

 

 

212,780

 

Non-current portion at December 31, 2016

 

 

 

 

 

 

 

 

8,942

 

 

 

 

 

 

8,942

 

Current portion at March 31, 2017

 

 

1,923

 

 

 

129,572

 

 

 

9,168

 

 

 

 

 

 

140,663

 

Non-current portion at March 31, 2017

 

 

 

 

 

 

 

 

6,714

 

 

 

 

 

 

6,714

 

 

 

11.

SHARE CAPITAL

The authorized share capital of the Corporation consists of an unlimited number of Common Shares, with no par value, and an unlimited number of convertible preferred shares (“Preferred Shares”), with no par value, issuable in series.

 

As at March 31, 2017, the Preferred Shares are convertible into 55,558,253 Common Shares (December 31, 2016 –54,750,496).

 

During the three months ended March 31, 2017:

 

the Corporation issued 1,327,690 Common Shares for cash consideration of $2.99 million as a result of the exercise of stock options. The exercised stock options were initially valued at $841,000 using the Black-Scholes valuation model. Upon the exercise of such stock options, the value originally allocated to the stock options in reserves was reallocated to the Common Shares so issued.

 

the Corporation cancelled 76,437 shares related to the acquisition of Chartwell in 2011 that were unclaimed and surrendered to the Corporation.

18


 

 

 

12.

RESERVES

The following table highlights the classes of reserves included in the Corporation’s equity:

 

 

 

Warrants

$000’s

 

 

Equity

awards

$000’s

 

 

Treasury

shares

$000’s

 

 

Cumulative

translation

adjustments

$000’s

 

 

Available for

sale investments

$000’s

 

 

Derivatives

$000’s

 

 

Other

$000’s

 

Total

$000’s

 

Balance – January 1, 2016

 

 

303,620

 

 

 

21,147

 

 

 

(30,035

)

 

 

54,202

 

 

 

(12,282

)

 

 

(56,937

)

 

 

1,249

 

 

280,964

 

Cumulative translation adjustments

 

 

 

 

 

 

 

 

 

 

 

22,969

 

 

 

 

 

 

 

 

 

 

 

22,969

 

Stock-based compensation

 

 

 

 

 

10,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,289

 

Exercise of warrants

 

 

(288,982

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(288,982

)

Exercise of stock options

 

 

 

 

 

(294

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(294

)

Realized losses (gains)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,394

 

 

 

(42,263

)

 

 

 

 

(37,869

)

Unrealized (losses) gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,095

)

 

 

50,865

 

 

 

 

 

48,770

 

Balance – December 31, 2016

 

 

14,638

 

 

 

31,142

 

 

 

(30,035

)

 

 

77,171

 

 

 

(9,983

)

 

 

(48,335

)

 

 

1,249

 

 

35,847

 

Cumulative translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(12,418

)

 

 

 

 

 

 

 

 

 

 

(12,418

)

Stock-based compensation

 

 

 

 

 

2,164

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,164

 

Exercise of stock options

 

 

 

 

 

(841

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(841

)

Realized losses (gains)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,607

)

 

 

7,851

 

 

 

 

 

6,244

 

Unrealized (losses) gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,958

 

 

 

(8,728

)

 

 

 

 

(4,770

)

Other

 

 

 

 

 

 

 

 

492

 

 

 

 

 

 

 

 

 

5,594

 

 

 

(5,126

)

 

960

 

Balance – March 31, 2017

 

 

14,638

 

 

 

32,465

 

 

 

(29,543

)

 

 

64,753

 

 

 

(7,632

)

 

 

(43,618

)

 

 

(3,877

)

 

27,186

 

 

 

13.

FAIR VALUE

The Corporation determined that the carrying values of its short-term financial assets and liabilities approximate their fair value because of the relatively short periods to maturity of these instruments and low risk of credit.

Certain of the Corporation’s financial assets and liabilities are measured at fair value at the end of each reporting period. The following table provides information about how the fair values of these financial assets and liabilities are determined as at each of March 31, 2017 and December 31, 2016:

 

 

 

As at March 31, 2017

 

 

 

Fair value &

carrying

value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Funds - Available for sale

 

 

30,644

 

 

 

30,644

 

 

 

 

 

 

 

Bonds - Available for sale

 

 

122,754

 

 

 

122,754

 

 

 

 

 

 

 

Debentures - Fair value through profit/loss

 

 

7,736

 

 

 

 

 

 

7,736

 

 

 

 

Equity in quoted companies - Available for sale, fair value through profit/loss

 

 

124,789

 

 

 

117,238

 

 

 

 

 

 

7,551

 

Equity in private companies - Available for sale

 

 

6,927

 

 

 

 

 

 

 

 

 

6,927

 

Derivatives

 

 

25,377

 

 

 

 

 

 

25,377

 

 

 

 

Total financial assets

 

 

318,227

 

 

 

270,636

 

 

 

33,113

 

 

 

14,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions

 

 

138,435

 

 

 

 

 

 

 

 

 

138,435

 

Total financial liabilities

 

 

138,435

 

 

 

 

 

 

 

 

 

138,435

 

 

19


 

 

 

 

As at December 31, 2016

 

 

 

Fair value &

carrying

value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Funds - Available for sale

 

 

58,518

 

 

 

58,518

 

 

 

 

 

 

 

Bonds - Available for sale

 

 

98,605

 

 

 

98,605

 

 

 

 

 

 

 

Debentures- Fair value through profit/loss

 

 

7,556

 

 

 

 

 

 

7,556

 

 

 

 

Equity in quoted companies - Available for sale

 

 

123,808

 

 

 

115,480

 

 

 

 

 

 

8,328

 

Equity in private companies - Available for sale

 

 

6,921

 

 

 

 

 

 

 

 

 

6,921

 

Derivatives

 

 

52,038

 

 

 

 

 

 

52,038

 

 

 

 

Total financial assets

 

 

347,446

 

 

 

272,603

 

 

 

59,594

 

 

 

15,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

 

10,516

 

 

 

 

 

 

4,922

 

 

 

5,594

 

Provisions

 

 

213,141

 

 

 

 

 

 

 

 

 

213,141

 

Total financial liabilities

 

 

223,657

 

 

 

 

 

 

4,922

 

 

 

218,735

 

 

 

The fair values of other financial assets and liabilities measured at amortized cost on the statements of financial position as at each of March 31, 2017, and December 31, 2016 are as follows:

 

 

 

As at March 31, 2017

 

 

 

Fair value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

 

$000’s

 

Promissory note

 

 

5,349

 

 

 

 

 

 

 

 

 

5,349

 

Total financial assets

 

 

5,349

 

 

 

 

 

 

 

 

 

5,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Term Loans

 

 

2,333,014

 

 

 

2,333,014

 

 

 

 

 

 

 

USD Second Lien Term Loan

 

 

210,525

 

 

 

210,525

 

 

 

 

 

 

 

Total financial liabilities

 

 

2,543,539

 

 

 

2,543,539

 

 

 

 

 

 

 

 

 

 

As at December 31, 2016

 

 

 

Fair value

$000’s

 

 

Level 1

$000’s

 

 

Level 2

$000’s

 

 

Level 3

$000’s

 

Promissory note

 

 

4,827

 

 

 

 

 

 

 

 

 

4,827

 

Total financial assets

 

 

4,827

 

 

 

 

 

 

 

 

 

4,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Term Loans

 

 

2,336,792

 

 

 

2,336,792

 

 

 

 

 

 

 

USD Second Lien Term Loan

 

 

209,870

 

 

 

209,870

 

 

 

 

 

 

 

Total financial liabilities

 

 

2,546,662

 

 

 

2,546,662

 

 

 

 

 

 

 

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring the fair value of an asset or a liability, the Corporation uses market observable data to the extent possible. If the fair value of an asset or a liability is not directly observable, it is estimated by the Corporation using valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs (e.g., by the use of the market comparable approach that reflects recent transaction prices for similar items, discounted cash flow analysis, or option pricing models refined to reflect the Corporation’s specific circumstances). Inputs used are consistent with the characteristics of the asset or liability that market participants would take into account.

20


 

For the Corporation’s financial instruments which are recognized in the unaudited interim condensed consolidated statements of financial position at fair value, the fair value measurements are categorized based on the lowest level input that is significant to the fair value measurement in its entirety and the degree to which the inputs are observable. The significance levels are classified as follows in the fair value hierarchy:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

 

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Transfers between levels of the fair value hierarchy are recognized by the Corporation at the end of the reporting period during which the transfer occurred. There were no transfers in or out of Level 1, 2 or 3 during the three months ended March 31, 2017.

 

Derivative Financial Instruments

Currently, the Corporation uses cross currency swap and interest rate swap agreements to manage its interest rate and foreign currency risk and foreign currency forward contracts to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility. 

 

To comply with the provisions of IFRS 13, Fair value measurement, the Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

 

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2017 and December 31, 2016, the Corporation assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

 

Reconciliation of Level 3 fair values

 

Some of the Corporation’s financial assets and liabilities are classified as Level 3 of the fair value hierarchy because the respective fair value determinations use inputs that are not based on observable market data. As at March 31, 2017, and December 31, 2016 for each Level 3 asset or liability the valuation techniques and key inputs used by the Corporation were as follows:

 

NYX Sub Preferred Shares (Level 3 Asset): As previously disclosed, the proceeds from the Chartwell/Cryptologic Sale included CDN$40 million paid by the NYX Sub through the issuance of exchangeable preferred shares (the “NYX Sub Preferred Shares”). The Corporation uses a binomial valuation approach for the NYX Sub Preferred Shares using NYX Gaming Group common share price and volatility.

 

-

Equity in private companies (Level 3 Asset): Given the nature of the investee’s business, there is no readily available market data to carry an extensive valuation. The Corporation assesses for impairment on an annual basis using latest management budgets, long-term revenue growth rates and pre-tax operating margins. The carrying amount approximates the fair value.

 

-

Promissory note (Level 3 Promissory note): The Corporation uses a net present value approach for the Promissory note with a 12% discount rate (2016 – 11.3%) and 5% interest rate.

 

-

Deferred consideration (Level 3 Liability): See note 10 above for the applicable description.

 

-

Stars Fantasy put option (Level 3 Liability): See note 9 above for the applicable description. The option was exercised during the three month period ended March 31, 2017.

 

-

Innova EBITDA support agreement (Level 3 Liability): As previously disclosed, in connection with the Innova Offering, the Corporation entered into an EBITDA support agreement with Innova. The Corporation uses a net present value approach for the Innova EBITDA support agreement using a 5.7% discount rate.

 

-

Licensing Agreement (Level 3 Liability):  As previously disclosed, in connection with the Chartwell/Cryptologic Sale, an Amaya subsidiary and NYX Gaming Group entered into a supplier licensing agreement (the “Licensing Agreement”). The

21


 

 

Corporation uses a net present value approach for the Licensing Agreement using a 5.7% discount rate, 9% revenue share percentage and long-term revenue forecast.

 

The following table shows a reconciliation from opening balances to the closing balances for Level 3 fair values:

 

 

 

Level 3 Asset

 

 

Level 3 Promissory note

 

 

 

$000’s

 

 

$000’s

 

Balance – January 1, 2016

 

 

27,679

 

 

 

7,700

 

Loss included in income from investments

 

 

(14,124

)

 

 

 

Interest and accretion included in income from investments and financial expenses

 

 

 

 

 

888

 

Purchases

 

 

11,754

 

 

 

 

Sales

 

 

(2,566

)

 

 

 

Reclassification

 

 

501

 

 

 

 

Conversion of Level 3 instruments

 

 

(8,377

)

 

 

 

Loss on settlement

 

 

 

 

 

(3,761

)

Unrealized gain included in other comprehensive income

 

 

382

 

 

 

 

Balance – December 31, 2016

 

 

15,249

 

 

 

4,827

 

Loss included in income from investments

 

 

(849

)

 

 

 

Interest accretion included in financial expenses

 

 

 

 

 

142

 

Gain on settlement

 

 

 

 

 

380

 

Unrealized gain included in other comprehensive income

 

 

78

 

 

 

 

Balance – March 31, 2017

 

 

14,478

 

 

 

5,349

 

 

 

 

Level 3 Liability

 

 

 

$000’s

 

Balance – January 1, 2016

 

 

399,202

 

Accretion

 

 

23,167

 

Repayment of deferred consideration

 

 

(200,000

)

Gain on settlement of deferred consideration

 

 

(2,466

)

Acquisition through business acquisitions

 

 

5,299

 

Payments

 

 

(7,309

)

Additional provision

 

 

465

 

Translation

 

 

377

 

Balance – December 31, 2016

 

 

218,735

 

Accretion

 

 

2,305

 

Repayment of deferred consideration

 

 

(75,000

)

Settlement of put liability

 

 

(5,594

)

Payments

 

 

(1,707

)

Adjustment to provision

 

 

(475

)

Translation

 

 

171

 

Balance – March 31, 2017

 

 

138,435

 

 

 

14.

SUBSEQUENT EVENTS

 

On April 27, 2017, the Corporation paid an additional $75 million on its outstanding deferred consideration. As a result and as of the date hereof, the Corporation’s remaining deferred consideration obligation is approximately $47.5 million. The Corporation will pay fees on the unpaid balance of the deferred consideration at the rates outlined in the merger agreement (monthly rate equal to 30 day LIBOR plus 85 basis points until August 1, 2017 and then 30 day LIBOR plus 135 basis points thereafter).

 

 

 

 

22