EX-99.2 6 a08-14070_1ex99d2.htm FINANCIAL STATEMENTS OF CONSORZIO LOTTERIE NAZIONALI

Exhibit 99.2

 

CONSORZIO LOTTERIE NAZIONALI

 

INDEX TO FINANCIAL STATEMENTS

 

 

Page

Balance Sheets as of December 31, 2007 and 2006

F- 2

 

 

Income Statements for the Years Ended December 31, 2007, 2006 and 2005

F- 3

 

 

Statements of Changes in Equity for the Years Ended December 31, 2007, 2006 and 2005

F- 4

 

 

Cash Flow Statements for the Years Ended December 31, 2007, 2006, and 2005

F- 5

 

 

Notes to Financial Statements

F- 6

 

F-1



 

CONSORZIO LOTTERIE NAZIONALI

BALANCE SHEETS

December 31, 2007 and 2006

 

(In thousands of Euros)

 

 

 

 

 

December 31,

 

 

 

Notes

 

2007

 

2006

 

 

 

 

 

 

 

unaudited

 

ASSETS

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Equipment, net

 

3

 

4,820

 

3,162

 

Intangible assets, net

 

4

 

36

 

48

 

Other non-current assets

 

 

 

 

2

 

Deferred income taxes

 

16

 

2,163

 

2,069

 

Total non-current assets

 

 

 

7,019

 

5,281

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Inventories

 

5

 

10,648

 

7,661

 

Trade and other receivables

 

6

 

29,099

 

21,970

 

Current financial assets from parent company

 

18/20

 

15,101

 

3,627

 

Other current assets

 

7

 

376,981

 

320,107

 

Income taxes recoverable

 

 

 

 

4

 

Cash and cash equivalents

 

8

 

4

 

9,177

 

Total current assets

 

 

 

431,833

 

362,546

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

438,852

 

367,827

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Issued capital

 

 

 

16,000

 

11,820

 

Legal reserve

 

 

 

1,077

 

 

Retained earnings, including net income for the period

 

 

 

85,920

 

17,077

 

Total equity

 

9

 

102,997

 

28,897

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Deferred income taxes

 

16

 

715

 

366

 

Long-term provisions

 

10

 

144

 

195

 

Total non-current liabilities

 

 

 

859

 

561

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

11

 

93,849

 

106,625

 

Derivative instruments

 

20

 

3,166

 

2,322

 

Current financial payables to parent company

 

18/20

 

2,521

 

577

 

Other current liabilities

 

12

 

194,996

 

217,730

 

Income taxes payable

 

 

 

40,464

 

11,115

 

Total current liabilities

 

 

 

334,996

 

338,369

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

 

438,852

 

367,827

 

 

F-2



 

CONSORZIO LOTTERIE NAZIONALI

INCOME STATEMENTS

Years ended December 31, 2007, 2006 and 2005

 

(In thousands of Euros)

 

 

 

 

 

Year ended December 31,

 

 

 

Notes

 

2007

 

2006 

 

2005

 

 

 

 

 

 

 

unaudited

 

 unaudited

 

Service revenues

 

13

 

277,004

 

138,642

 

54,901

 

Other revenue

 

 

 

567

 

664

 

5,337

 

Total Revenue

 

 

 

277,571

 

139,306

 

60,238

 

 

 

 

 

 

 

 

 

 

 

Cost of tickets

 

 

 

41,197

 

26,929

 

10,070

 

Service costs

 

14

 

90,535

 

74,315

 

45,926

 

Depreciation and amortization

 

 

 

926

 

1,929

 

1,670

 

Other operating costs

 

 

 

2,418

 

1,108

 

372

 

Total Costs

 

 

 

135,076

 

104,281

 

58,038

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

142,495

 

35,025

 

2,200

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

15

 

3,429

 

2,298

 

3,078

 

Financial expenses

 

15

 

(7,238

)

(4,851

)

(2,407

)

 

 

 

 

 

 

 

 

 

 

Net income before income tax

 

16

 

138,686

 

32,472

 

2,871

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

16

 

52,766

 

12,400

 

2,035

 

Net income for the year

 

 

 

85,920

 

20,072

 

836

 

 

F-3



 

CONSORZIO LOTTERIE NAZIONALI

STATEMENTS OF CHANGES IN EQUITY

Years ended December 31, 2007 and 2006

 

(In thousands of Euros)

 

 

 

Issued

 

Legal

 

Retained

 

 

 

For the year ended December 31, 2007

 

Capital

 

Reserve

 

Earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

11,820

 

 

17,077

 

28,897

 

Allocation of prior year income

 

 

 

1,077

 

(1,077

)

 

Dividend distribution

 

 

 

 

 

(16,000

)

(16,000

)

Increase in issued capital

 

4,180

 

 

 

 

 

4,180

 

Net income for the year

 

 

 

 

 

85,920

 

85,920

 

Balance at December 31, 2007

 

16,000

 

1,077

 

85,920

 

102,997

 

 

 

 

Issued

 

Legal

 

Retained

 

 

 

For the year ended December 31, 2006

 

Capital

 

Reserve

 

Earnings

 

Total

 

(unaudited)

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

11,820

 

 

 

(2,995

)

8,825

 

Net income for the year

 

 

 

 

 

20,072

 

20,072

 

Balance at December 31, 2006

 

11,820

 

 

17,077

 

28,897

 

 

 

 

Issued

 

Legal

 

Retained

 

 

 

For the year ended December 31, 2005

 

Capital

 

Reserve

 

Earnings

 

Total

 

(unaudited)

 

 

 

 

 

 

 

 

 

Balance at January 1, 2005

 

11,820

 

 

 

(3,831

)

7,989

 

Net income for the year

 

 

 

 

 

836

 

836

 

Balance at December 31, 2005

 

11,820

 

 

(2,995

)

8,825

 

 

F-4



 

CONSORZIO LOTTERIE NAZIONALI

CASH FLOW STATEMENTS

Years ended December 31, 2007 , 2006 and 2005

 

(In thousands of Euros)

 

 

 

 

 

Year ended December 31,

 

 

 

Notes

 

2007

 

2006 

 

2005 

 

 

 

 

 

 

 

unaudited

 

unaudited

 

Operating activities:

 

 

 

 

 

 

 

 

 

Profit before income tax

 

16

 

138,686

 

32,472

 

2,871

 

Adjustments to reconcile profit before income tax to net cash flow

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

887

 

516

 

275

 

Intangibles amortization

 

 

 

39

 

1,413

 

1,395

 

Interest income

 

 

 

(214

)

(504

)

(38

)

Interest on intercompany loan

 

 

 

(173

)

 

 

Total accrued interest income

 

20

 

(387

)

(504

)

(38

)

Bank interest charges

 

20

 

34

 

37

 

68

 

Other intercompany interest

 

20

 

3,375

 

2,384

 

1,117

 

Interest expense to AAMS

 

20

 

1,791

 

366

 

 

Total accrued interest expense

 

 

 

5,200

 

2,787

 

1,185

 

Other non-monetary items:

 

 

 

 

 

 

 

 

 

Unrealized foreign exchange gains, net

 

 

 

(606

)

(798

)

(976

)

Derivatives

 

20

 

844

 

2,059

 

(3,040

)

Net change in long-term provision

 

 

 

(50

)

154

 

(1,718

)

Realized foreign exchange gains, net

 

 

 

(1,242

)

(991

)

(275

)

Income tax paid

 

 

 

(23,161

)

 

 

Cash flows before changes in working capital

 

 

 

120,210

 

37,108

 

(321

)

Change in net working capital:

 

 

 

 

 

 

 

 

 

Inventories

 

5

 

(2,987

)

(3,577

)

(3,110

)

Trade and other receivables:

 

 

 

 

 

 

 

 

 

- Trade and other receivables

 

 

 

(5,801

)

(2,865

)

(5,898

)

- Receivables from PoS (retailers)

 

 

 

(57,339

)

(152,131

)

(74,969

)

- Related party receivables

 

 

 

(1,432

)

(1,190

)

(3,552

)

Accounts payable:

 

 

 

 

 

 

 

 

 

- Payables to AAMS

 

 

 

(23,958

)

93,074

 

17,722

 

- Payables to others

 

 

 

163

 

394

 

 

- Payables to suppliers including related parties

 

 

 

(10,928

)

50,067

 

21,900

 

Income taxes for the period per the income statement

 

16

 

(52,511

)

(12,082

)

(2,035

)

Deferred income taxes

 

16

 

(255

)

(318

)

28

 

Income tax payables

 

 

 

40,757

 

11,446

 

(2,052

)

Other tax receivables

 

 

 

12,581

 

1,633

 

868

 

VAT payables and taxes other than income taxes

 

 

 

1,061

 

6

 

2

 

Cash flows from operating activities

 

 

 

19,561

 

21,565

 

(51,417

)

Investing activities:

 

 

 

 

 

 

 

 

 

Purchase of equipment

 

3

 

(2,545

)

(1,994

)

(428

)

Purchase of intangible assets

 

4

 

(28

)

(53

)

(36

)

Disposal of financial assets

 

 

 

2

 

 

(2

)

Interest received

 

 

 

214

 

504

 

38

 

Cash flows from investing activities

 

 

 

(2,357

)

(1,543

)

(428

)

Financing activities

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

(1,825

)

(37

)

(68

)

Dividends paid

 

9

 

(16,000

)

 

 

Payables to AAMS and other

 

 

 

 

(6,513

)

6,513

 

Increase in issued capital

 

9

 

4,180

 

 

 

Net change in financial receivables from/payables to parent company

 

 

(12,732

)

(102,491

)

99,311

 

Cash flows from financing activities

 

 

 

(26,377

)

(109,041

)

105,756

 

Net increase (decrease) in cash and cash equivalents

 

 

 

(9,173

)

(89,019

)

53,911

 

Cash and cash equivalents at the beginning of the period

 

 

 

9,177

 

98,196

 

44,285

 

Cash and cash equivalents at the end of the period

 

8

 

4

 

9,177

 

98,196

 

 

F-5



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

1.     Corporate information

 

Consorzio Lotterie Nazionali (hereinafter “CLN” or “the Company”) is a consortium organized under the laws of the Republic of Italy.  The head office of the Company is located in Rome, Italy.

 

The financial statements of the Company for the year ended December 31, 2007 were approved for issue by the Board of Directors in accordance with a resolution dated February 26, 2008.

 

The Company’s operations are entirely in the Republic of Italy.  In the month of October 2003, the Italian Ministry of Economy and Finances granted to CLN the exclusive concession to operate various traditional and instant lotteries, including “scratch and win” instant games.  The concessions, granted to CLN by the Ministry entity Amministrazione Autonoma dei Monopoli di Stato (hereinafter “AAMS”) expires in the months of March and May of 2010, respectively, for traditional lotteries and instant lotteries, unless such concession terms are extended at the discretion of AAMS.

 

The Company’s instant and traditional lotteries are available through various vendors located throughout Italy, mainly at tobacco shops, cafès, bars, motorway restaurants and newspaper stands (collectively, “Points of Sale”).

 

The Company’s deed of association assigns to all of the Company’s equityholders specific roles in the Company’s business activities as follows:

 

·                  Lottomatica S.p.A. (the parent of the Company): its role includes design and coordination of the overall Company operations, i.e. management of marketing and accounting functions, collection of wagers from Points of Sales, administration of periodic drawings, and procurement of software and hardware for Points of Sale;

·                  Scientific Games Corporation: its role includes design and production of instant lottery tickets;

·                  Arianna 2001 S.p.A; its role includes serving as the secure depository and manager of the instant lottery tickets inventory;

·                  Olivetti S.p.A.: its role includes responsibilities for the supply and maintenance of software and hardware of the Company;

·                  Servizi Base 2001 S.p.A.: its role includes management of the instant lottery ticket distribution to the Points of Sale.

 

F-6



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

2.1  Basis of preparation

 

The financial statements have been prepared on a historical cost basis, except as disclosed in the accounting policies below for derivative financial statements that are measured at fair value. The financial statements are presented in thousands of Euros unless otherwise indicated.

 

Statement of Compliance

 

The financial statements of CLN have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

2.2  Changes in accounting policy

 

The accounting policies adopted are consistent with those of the previous financial year except as follows.

 

The Company has adopted the following new and amended IFRS (which include International Accounting Standards or IAS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations during the year. Adoption of these revised standards and interpretations did not have any effect on the financial performance or position of the Company. They did however give rise to additional disclosures, including in some cases, revisions to accounting policies.

 

IFRS 7 Financial Instruments: Disclosure

IAS 1 Amendment – Presentation of Financial Statements: Capital Disclosures

IFRIC 9 Reassessment of Embedded Derivatives

IFRIC 10 Interim Financial Reporting and Impairment

 

The principal effects of these changes are as follows:

 

IFRS 7 Financial Instruments: Disclosure

 

IFRS 7 requires disclosures that enable users to evaluate the significance of the Company’s financial instruments and the nature and extent of risks arising from those financial instruments. The new disclosures are included throughout the financial statements.

 

IAS 1 Amendment  – Presentation of Financial Statements: Capital Disclosures

 

This amendment requires the Company to make new disclosures to enable users of the financial statements to evaluate the Company’s objectives, policies and processes for managing capital. These new disclosures are shown in Note 20.

 

IFRIC 9 Reassessment of Embedded Derivatives

 

IFRIC 9 states that the date to assess the existence of an embedded derivative is the date that an entity first becomes a party to the contract, with reassessment only if there is a change to the contract that significantly modifies the cash flows. As the Company has no embedded derivative requiring separation from the host contract, the interpretation had no impact on the financial position or performance of the Company.

 

IFRIC 10 Interim Financial Reporting and Impairment

 

IFRIC 10 is effective for financial years beginning on or after 1 November 2006 and establishes that an entity must not reverse an impairment loss recognised in a previous interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost.

 

F-7



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

2.3  International Financial Reporting Standards to be adopted in 2008 and later

 

The International Accounting Standards Board and IFRIC issued additional standards and interpretations which are effective for periods starting after the date of these financial statements and therefore have yet to be adopted by CLN as described below.

 

IFRS 8 Operating Segments

 

IFRS 8 replaces IAS 14 Segment Reporting to achieve convergence (with the exception of minor differences) with the requirements of Financial Accounting Standards Board Statement No. 131 Disclosures about Segments of an Enterprise and Related Information.  IFRS 8 specifies how an entity should report information about its operating and reportable segments in annual and interim financial statements. It also defines requirements for related disclosures about products and services, geographical areas and major customers. CLN plans to adopt IFRS 8 on January 1, 2009, its effective date. The adoption of this standard will not have any effect on the financial position of the Company and results of operations nor,  will it require additional disclosures since the Company currently has only one business segment.

 

IAS 1R Presentation of financial statements

 

Comprehensive revision including requiring a statement of comprehensive income and amendments relating to disclosure of puttable instruments and obligations arising on liquidation. The effective date is for annual periods beginning on or after January 1, 2009.

 

IAS23 Amendment - Borrowing Costs

 

The revised IAS 23 Borrowing Costs is effective for financial years beginning on or after January 1, 2009 and requires capitalisation of borrowing costs that relate to a qualifying asset. The transitional requirements of the standard require it to be adopted as a prospective change from the effective date.

 

2.4  Significant accounting judgments, estimates and assumptions

 

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

 

Estimates and assumptions

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Deferred Tax Assets

 

Deferred tax assets are recognized for to the extent that it is probable that taxable profit will be available in the future. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

 

F-8



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

2.5  Summary of significant accounting policies

 

Foreign currency translation

 

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to profit or loss.

 

Non monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

 

Equipment, net

 

Equipment are stated on the basis of cost less accumulated depreciation.  Cost includes ancillary costs directly attributable to bringing the asset into operating condition.  Depreciation is calculated on straight-line basis over the estimated useful life of the assets beyond the concession life as follows:

 

Terminals and communication equipment

 

5 to 7 years

 

 

 

 

 

Machinery and equipment

 

4 years

 

 

 

 

 

Furniture and fittings

 

8 to 9 years

 

 

The carrying values of systems and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

 

All repairs and maintenance costs are recognised in profit or loss as incurred.

 

An equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

 

Borrowing costs

 

Borrowing costs are recognized as an expense when incurred.

 

Intangible assets, net

 

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite.  Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.  The estimated useful live is as follows:

 

Software

 

3 years

 

 

 

 

 

Licenses

 

3 years

 

 

 

 

 

Others

 

2 to 5 years

 

 

The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least annually at year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.  The amortization expense on intangible assets with finite lives is recognized in the income statement within the caption “Depreciation and amortization”.

 

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.

 

F-9



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

Impairment of non-financial assets

 

The Company assesses at each reporting date whether there is an indication that an asset may be impaired.  If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows take into account the risks specific to the asset and are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased.  If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount.  That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.   Such reversal is recognized in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.  After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value.  Cost is determined on a specific identification basis.

 

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.

 

Financial assets

 

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. The Company only has financial assets classified as loans and receivable and fair value through profit and loss. When financial assets are recognised initially on the trade date, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

 

The Company determines the classification of its financial assets on initial recognition.

 

Trade receivables and other receivables

 

Trade accounts receivable are subsequently measured at amortized cost less impairment. Allowances for doubtful accounts are generally recorded when there is objective evidence that the Company will not be able to collect the related receivables. Bad debts are written off when identified.

 

Short-term receivables are not discounted because the effect of discounting cash flows is immaterial.

 

Cash and cash equivalents

 

Cash and cash equivalents in the balance sheet are comprised of cash at banks and on hand and short-term, highly liquid investments with an original maturity of three months or less at the date of purchase.

 

Financial liabilities

 

Financial liabilities at amortized cost

 

All loans and borrowings and trade accounts payable are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are

 

F-10



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

subsequently measured at amortised cost using the effective interest method. Short-term payables are not discounted because the effect of discounting cash flows is immaterial.

 

Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

 

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives are classified as held for trading unless they are designated as effective hedging instruments.

 

Gains or losses on liabilities held for trading are recognised in profit or loss.

 

Derivative financial instruments and hedging

 

The Company uses derivative financial instruments such as forward currency contracts to hedge its risks associated with foreign currency related to the purchase of lottery’s tickets.

 

The Company’s forward currency contracts do not qualify for hedge accounting; therefore any gains or losses arising from changes in fair value of them are taken directly to net profit or loss for the year. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

 

Derecognition of financial assets and liabilities

 

Financial assets

 

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

 

·                  the rights to receive cash flows from the asset have expired;

·                  the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass through’ arrangement; or

·                  the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

Financial liabilities

 

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

 

Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Whenever the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a borrowing cost.

 

Revenue recognition

 

Revenues are recognized to the extent that it is probable the economic benefits associated with the transaction will flow to the Company and the amount of revenue can be reliably measured. Revenues are measured at the fair value of the consideration received, excluding discounts and taxes. The contracts

 

F-11



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

generally provide for a variable amount of monthly service fees received through AAMS based on a percentage of instant and traditional lottery’s total wagers. Specific recognition criteria must also be met before revenue is recognized as discussed below.

 

The Company’s revenues derive from operating contracts. Under operating contracts, the Company manages all of the activities along the lottery value chain including collecting wagers, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance and supplying materials for the game. Fees earned under operating contracts are recognized as revenue in the period earned and are classified as Service Revenue in the Income Statements when all of the following criteria are met:

 

·                  Persuasive evidence of an arrangement exists, which is typically when a customer contract has been signed;

·                  Services have been rendered;

·                  The fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties;

·                  Collectibility is reasonably assured.

 

Interest income and interest expense

 

Interest income and interest expense are recognised as interest accrues (using the effective interest rate, that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial assets or liabilities).

 

Income taxes

 

Current income tax

 

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

 

Deferred income tax

 

Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.Deferred tax liabilities are recognized for all taxable temporary differences.

 

Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilized.

 

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.  Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

 

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

 

Income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.

 

F-12



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

3.     Equipment, net

 

Equipment, net amounts to euro 4,820 and includes euro 1,991 for those tangible assets to be transferred free of charge at the expiration of the concession (separately disclosed). These assets are defined as “Freely distributed assets” (FDA) and refer to Company’s equipment in use by third parties (points of sale) to carry out activities related to Instant and Traditional lotteries wich are to be returned to the Ministry of Finance upon the expiration of the concession agreement.

 

 

 

 

 

Furniture

 

 

 

Freely

 

 

 

 

 

Leasehold

 

and

 

Other

 

Distributed

 

 

 

Balance at December 31, 2007

 

Improvements

 

Equipment

 

Assets

 

Assets

 

Total

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

230

 

579

 

152

 

3,140

 

4,101

 

Additions

 

 

2,545

 

 

 

2,545

 

Balance at December 31, 2007

 

230

 

3,124

 

152

 

3,140

 

6,646

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

85

 

129

 

47

 

678

 

939

 

Depreciation charge for the year

 

51

 

347

 

18

 

471

 

887

 

Balance at December 31, 2007

 

136

 

476

 

65

 

1,149

 

1,826

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2007

 

94

 

2,648

 

87

 

1,991

 

4,820

 

 

F-13



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

Balance at December 31, 2006 

 

Leasehold
Improvements

 

Furniture
and
Equipment

 

Other
Assets

 

Freely
Distributed
Assets

 

Total

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

230

 

373

 

152

 

1,352

 

2,107

 

Additions

 

 

206

 

 

1,788

 

1,994

 

Balance at December 31, 2006

 

230

 

579

 

152

 

3,140

 

4,101

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

34

 

39

 

29

 

321

 

423

 

Depreciation charge for the year

 

51

 

90

 

18

 

357

 

516

 

Balance at December 31, 2006

 

85

 

129

 

47

 

678

 

939

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2006

 

145

 

450

 

105

 

2,462

 

3,162

 

 

4.     Intangible assets, net

 

Intangible assets are comprised of certain computer software and license costs to operate such software.

Intangible assets are being amortized ratably over their estimated useful lives which do not exceed the expiration dates of the lottery operation agreement.

 

Balance at December 31, 2007

 

Software

 

Licences

 

Total

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

3,540

 

697

 

4,237

 

Additions

 

27

 

 

27

 

Balance at December 31, 2007

 

3,567

 

697

 

4,264

 

 

 

 

 

 

 

 

 

Amortisation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

3,526

 

663

 

4,189

 

Amortization for the year

 

22

 

17

 

39

 

Balance at December 31, 2007

 

3,548

 

680

 

4,228

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2007

 

19

 

17

 

36

 

 

F-14



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

Balance at December 31, 2006 

 

Software

 

Licences

 

Total

 

(unaudited)

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

3,536

 

647

 

4,183

 

Additions

 

4

 

50

 

54

 

Balance at December 31, 2006

 

3,540

 

697

 

4,237

 

 

 

 

 

 

 

 

 

Amortisation and impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

2,346

 

432

 

2,778

 

Amortization for the year

 

1,180

 

231

 

1,411

 

Balance at December 31, 2006

 

3,526

 

663

 

4,189

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2006

 

14

 

34

 

48

 

 

5.     Inventories

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Instant Lottery Tickets

 

10,648

 

7,661

 

 

Inventories are entirely comprised of  instant lottery tickets held by the depositary and equityholder Arianna 2001 S.p.A..

 

F-15



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

6.     Trade and other receivables

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Trade receivables

 

22,925

 

17,228

 

Related party receivables (Lottomatica Group)

 

6,174

 

4,742

 

 

 

29,099

 

21,970

 

 

Trade receivables refer to the commission fees from AAMS as set forth in the concession agreement.

 

The related party receivables relate to services rendered for the collection of lottery tickets. Trade receivables are non-interest bearing and are generally due from 30 to 90 days.

 

F-16



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

7.     Other current assets

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Receivables from retailers

 

376,183

 

318,844

 

Other receivables

 

795

 

691

 

Vat receivables

 

3

 

572

 

 

 

376,981

 

320,107

 

 

Receivables from retailers refer to the amounts due to CLN from the retailers where tickets are sold. The collection of these monthly remittances occurs between ten and twenty days after each month-end.

 

8.     Cash and cash equivalents

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

9,177

 

 

Cash and cash equivalents are stated at cost, which approximates fair value, and earns interest at market rates. The decrease in cash and cash equivalents and corresponding increase in current financial assets is due to the fact that during 2007 the Company entered into a cash pooling agreement with an equityholder Lottomatica S.p.A., pursuant to which the Company’s funds are swept daily into various cash pools managed by Lottomatica S.p.A..  Amounts swept into the cash pools of Lottomatica S.p.A. are classified as current financial assets.

 

F-17



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

9.     Equity

 

On February 27, 2007, the annual general equityholders’ meeting declared and paid euro 16,000 in dividends resolving to appropriate a euro 4,180 portion to increase the Company’s issued capital and establishing a legal reserve of euro 1,077 through the Company’s retained earnings.  The entire increase in issued capital was assigned to the existing equity holders of the Company, in proportion to their equity holdings.  Legal reserve is required by Italian law and must be increased by a minimum of 5% of net profit for the year until the balance represents 20% of issued capital.

 

The equityholders and issued capital attributed to them are as follows at December 31, 2007:

 

Equityholder

 

Percent 
of issued 
capital

 

Issued 
capital

 

Lottomatica S.p.A.

 

63

%

10,080

 

Scientific Games Corp.

 

20

%

3,200

 

Arianna 2001 S.p.A.

 

15

%

2,400

 

Olivetti S.p.A.

 

1

%

160

 

Servizi Base 2001 S.p.A.

 

1

%

160

 

Total

 

100

%

16,000

 

 

10.  Long term provisions

 

 

 

Legal

 

 

 

 

 

Balance at December 31, 2007

 

Matters

 

Other

 

Total

 

 

 

 

 

 

 

 

 

Balance at January 1, 2007

 

150

 

45

 

195

 

Arising during the year

 

 

144

 

144

 

Utilized

 

(150

)

(45

)

(195

)

Balance at December 31, 2007

 

 

144

 

144

 

 

Balance at December 31, 2006 

 

Legal 
Matters

 

Other

 

Total

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

 

40

 

40

 

Arising during the year

 

150

 

45

 

195

 

Utilized

 

 

(40

)

(40

)

Balance at December 31, 2006

 

150

 

45

 

195

 

 

Legal matters

 

Provisions relate primarily to the legal fees in connection with legal matters discussed in Note 19.

 

Other

 

Other provisions relate primarily to prizes on certain lottery games. Provisions are calculated based on historical cost information and expected prize payouts. Settlement on prizes varies according to the terms of each individual game.

 

F-18



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

11.  Accounts payable

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Accounts payable

 

1,994

 

2,294

 

Related parties payables

 

91,855

 

104,331

 

 

 

93,849

 

106,625

 

 

Accounts payable are non-interest bearing and are normally settled on 60/90 day terms. For comments on related parties payables, see related parties relationships and transactions disclosure in Note 18.

 

F-19



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

12.  Other current liabilities

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Other liabilities to AAMS

 

193,370

 

217,328

 

Taxes other than income taxes

 

2

 

7

 

Other liabilities

 

558

 

395

 

VAT payables

 

1,066

 

 

 

 

194,996

 

217,730

 

 

Other liabilities to AAMS refer to the remittance due to AAMS and based on the total monthly wagers.

 

13.  Revenue

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

 

 

 

 

 

 

 

 

Instant Lotteries

 

275,042

 

137,173

 

53,449

 

Traditional lotteries

 

1,962

 

1,469

 

1,452

 

 

 

277,004

 

138,642

 

54,901

 

 

14. Service costs

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

 

 

 

 

 

 

 

 

Service costs from Lottomatica S.p.A.

 

66,204

 

55,960

 

33,723

 

Points of Sale assistance

 

19,942

 

14,226

 

8,605

 

Consulting fees

 

2,052

 

1,640

 

1,398

 

Maintenance fees

 

773

 

1,092

 

1,171

 

Advertising costs

 

722

 

76

 

22

 

Other costs

 

842

 

1,321

 

1,007

 

 

 

90,535

 

74,315

 

45,926

 

 

For comments related to costs from the equityholder Lottomatica S.p.A., see related parties relationships and transactions disclosure in Note 18.

 

F-20



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

15. Financial income and expenses

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

 

 

 

 

 

 

 

 

Interest income

 

387

 

504

 

3,078

 

Exchange gain

 

3,042

 

1,794

 

 

 

 

3,429

 

2,298

 

3,078

 

 

 

 

 

 

 

 

 

Interest expenses

 

5,200

 

2,787

 

1,431

 

Derivatives

 

844

 

2,059

 

 

Exchange losses

 

1,194

 

5

 

976

 

 

 

7,238

 

4,851

 

2,407

 

 

16.  Income tax

 

Significant components of income tax expense is as follows:

 

 

 

December  31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

Current

 

 

 

 

 

 

 

National (IRES)

 

45,744

 

10,470

 

 

Regional (IRAP)

 

6,767

 

1,620

 

7

 

Total Current

 

52,511

 

12,090

 

7

 

 

 

 

 

 

 

 

 

Deferred

 

 

 

 

 

 

 

Deferred tax assets

 

(94

)

(28

)

2,000

 

Deferred tax liabilities

 

349

 

338

 

28

 

Total Deferred

 

255

 

310

 

2,028

 

Total income tax expense

 

52,766

 

12,400

 

2,035

 

 

The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of the following:

 

F-21



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

Deferred tax assets

 

 

 

 

 

Bad debt reserve provision

 

623

 

 

Other provision

 

983

 

853

 

Intangible assets

 

508

 

1,172

 

Equipment depreciation

 

34

 

36

 

Other

 

15

 

8

 

 

 

2,163

 

2,069

 

Deferred tax liabilities

 

 

 

 

 

Unrealized exchange gains

 

405

 

265

 

Equipment depreciation

 

212

 

22

 

Other

 

98

 

79

 

 

 

715

 

366

 

Net deferred tax assets

 

1,448

 

1,703

 

 

 

 

 

 

 

Net deferred tax assets at December 31, 2007

 

1,448

 

 

 

Net deferred tax assets at December 31, 2006

 

1,703

 

 

 

Deferred tax charge recorded to income statement

 

(255

)

 

 

 

The effective income tax rate on profit before income tax differed from the Italian statutory tax rate for the following reasons:

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

 

 

 

 

 

 

 

 

Net income before income tax

 

138,686

 

32,472

 

2,871

 

 

 

 

 

 

 

 

 

Italian statutory tax rate (IRES)

 

33.00

%

33.00

%

33.00

%

 

 

 

 

 

 

 

 

Theoretical provision for income taxes based on Italian statutory tax rate

 

45,766

 

10,716

 

947

 

 

 

 

 

 

 

 

 

Reconciliation of the theoretical and effective provision for income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Permanent differences

 

 

 

 

 

 

 

Italian local tax (IRAP)

 

7,281

 

1,705

 

151

 

 

 

 

 

 

 

 

 

Non deductible expense

 

63

 

(42

)

24

 

Other

 

(344

)

21

 

913

 

 

 

 

 

 

 

 

 

Total tax provision

 

52,766

 

12,400

 

2,035

 

 

 

 

 

 

 

 

 

Effective tax rate

 

38.0

%

38.2

%

70.9

%

 

The recognition of deferred tax assets is based on expectations that sufficient taxable income will be generated in future years to utilize them.

 

F-22



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

17.  Segment information

 

The Company’s primary segment reporting format is based on business segment reporting, as defined by IAS 14 Segment Reporting. The Company is organized as one business segment.  The Company’s geographical information includes solely Italy.

 

18.  Related parties disclosures

 

Related parties relationships and transactions are reported in the table below:

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

 

Lis Finanziaria S.p.A. (subsidiary of Lottomatica S.p.A.)

 

6,174

 

4,742

 

 

 

6,174

 

4,742

 

 

 

 

 

 

 

Current financial assets from parent company

 

 

 

 

 

Lottomatica S.p.A.

 

15,101

 

3,627

 

 

 

15,101

 

3,627

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

 

Lottomatica S.p.A.

 

59,444

 

75,191

 

Scientific Games Corp.

 

25,120

 

23,146

 

Arianna 2001

 

7,248

 

6,847

 

Olivetti S.p.A.

 

43

 

43

 

 

 

91,855

 

105,227

 

 

 

 

 

 

 

Current financial payables to parent company

 

 

 

 

 

Lottomatica S.p.A.

 

2,521

 

577

 

 

 

2,521

 

577

 

 

F-23



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

INCOME STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of tickets

 

 

 

 

 

 

 

Scientific Games Corp.

 

41,197

 

26,929

 

10,059

 

 

 

41,197

 

26,929

 

10,059

 

 

 

 

 

 

 

 

 

Service costs

 

 

 

 

 

 

 

Lottomatica S.p.A.

 

66,364

 

56,194

 

33,723

 

Arianna 2001

 

17,802

 

12,782

 

7,618

 

Scientific Games Corp.

 

1,515

 

1,378

 

1,057

 

Olivetti S.p.A.

 

37

 

37

 

37

 

 

 

85,718

 

70,391

 

42,435

 

 

 

 

 

 

 

 

 

Financial income

 

 

 

 

 

 

 

Lottomatica S.p.A.

 

173

 

 

 

 

 

173

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

Lottomatica S.p.A.

 

3,375

 

2,384

 

1,117

 

 

 

3,375

 

2,384

 

1,117

 

 

Trade and other receivables from Lis Finanziaria S.p.A. relate to services rendered for the collection of lottery tickets.

 

Accounts payable and service costs to the parent company refer to the services rendered to CLN in accordance with intercompany agreements. In particular, they primarily refer to marketing and advertising, data processing, back office and cash pooling activities performed and charged to the Company.

 

Accounts payables and service costs to the equity holder, Arianna 2001, refer to warehousing and distribution expenses.

 

Accounts payable and costs to Scientific Games Corp. primarily refer to the tickets purchased during the year. In addition euro 1,515 of costs refer to tickets license fees and software maintenance costs.

 

All the transactions with related parties, including the intragroup transactions, were executed at terms and conditions that are consistent with market rates and they refer to mutual administrative, financial and organizational rendered services. No atypical and/or unusual transactions have been recorded in the past.

 

At December 31, 2007, there were no guarantees made to or received from related parties.

 

During 2007, the Company purchased from Gtech, a subsidiary of Lottomatica S.p.A., certain machinery dispensing instant lotteries, for euro 2,541.

 

F-24



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

19.  Litigation

 

LAS VEGAS” Instantaneous Lottery Petitions

 

Some payment requests of the “Las Vegas” instant lottery tickets (scratch and win) for non-winning tickets were presented to CLN starting from April 2006.

 

As of January 20, 2008, 480 petitions and 102 requests for injunctive payments were notified to the Company. These amounted to about 5 million euro in winnings and requested the payment of non-winning tickets. The players claimed that according to their interpretation of the Game Regulations established with the Finance Ministry Decree of February 16, 2005, the amounts corresponding to the winnings indicated in the various areas of the tickets should have been paid every time cards with points from 10 to K appear, even though the regulations state that all the cards must have the same points. As a matter of fact, the players sustained that in all French card games those cards with 10 to K have the same points.

 

The Company considers these requests unfounded as they do not follow the Game Regulations which explicitly describe the qualifications of a winning ticket.

 

In December 2006, the first rulings were announced by the Small Claims Court in Avellino. These rulings favored the reasons presented by the legal counsels of CLN.

 

In particular, the principal ticket payments requested by the appealers was rejected. The Judge’s decision, was based on the circumstances as established in the recent Court of Cassation III ruling, civil section of 09/27/06 no. 20958 (so-called “Curno Case”) which sanctioned that, in order for the tickets to be considered as “winning” and thus worthy of a payment, they must then meet the standards of winning tickets in the expected review provision and evaluation by the IT system of the Company.  The Company believes that the case is without merit.

 

20.  Financial instruments and financial risk management objective and policies

 

Fair values

 

Set out below is a comparison by category of the carrying amounts and fair values of our financial instruments.

 

 

 

 

 

December 31, 2006

 

 

 

December 31, 2007

 

unaudited

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

 

 

Amount

 

Value

 

Amount

 

Value

 

Financial assets

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

29,099

 

29,099

 

21,970

 

21,970

 

Current financial assets from parent

 

15,101

 

15,101

 

3,627

 

3,627

 

Other current assets

 

376,981

 

376,981

 

320,107

 

320,107

 

Cash and cash equivalents

 

4

 

4

 

9,177

 

9,177

 

 

 

421,185

 

421,185

 

354,881

 

354,881

 

Financial liabilities at amortised costs

 

 

 

 

 

 

 

 

 

Accounts payable

 

93,849

 

93,849

 

106,625

 

106,625

 

Current financial liabilities to parent

 

2,521

 

2,521

 

577

 

577

 

Other current liabilities

 

194,996

 

194,996

 

217,730

 

217,730

 

 

 

291,366

 

291,366

 

324,932

 

324,932

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Foreign currency option contracts

 

3,166

 

3,166

 

2,322

 

2,322

 

 

 

3,166

 

3,166

 

2,322

 

2,322

 

 

F-25



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

The fair value of the currency option contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

 

Interest income and expense

 

The following is a breakdown of the Company’s interest income and interest expense by category for the year ended December 31:

 

 

 

Interest Income

 

Interest Expense

 

 

 

2007

 

2006

 

2005

 

2007

 

2006

 

2005

 

 

 

 

 

unaudited

 

unaudited

 

 

 

unaudited

 

unaudited

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current financial assets from parent

 

173

 

 

 

 

 

 

Other current financial assets

 

71

 

41

 

 

 

 

 

Cash and cash equivalents

 

143

 

463

 

3,078

 

 

 

 

 

 

387

 

504

 

3,078

 

 

 

 

Financial liabilities at amortised costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Current financial payables to parent

 

 

 

 

3,375

 

2,384

 

1,117

 

Other current liabilities

 

 

 

 

1,791

 

366

 

296

 

 

 

 

 

 

5,166

 

2,750

 

1,413

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank overdrafts

 

 

 

 

34

 

37

 

18

 

Foreign currency option contracts

 

 

 

 

844

 

2,059

 

 

 

 

 

 

 

878

 

2,096

 

18

 

 

Credit risk

 

The Company’s credit risk is derived from cash and trade accounts receivable balances. We maintain cash deposits and trade with only recognized, creditworthy third parties. We evaluate the collectibility of trade accounts and sales receivables on a customer by customer basis and we believe our reserves are adequate. Trade receivables are reported net of allowances for doubtful accounts. Allowance for doubtful accounts are generally recorded when there’s objective evidence we will not be able to collect the receivable. Bad debt are written off when identified.

 

With respect to credit risk arising from financial assets of the Company, which comprises cash and cash equivalents, current financial assets and derivatives, the Company’s exposure to credit risk arises only from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. We manage our exposure to counterparty credit risk by dealing with major, financially sound counterparties with high-grade credit ratings and by limiting exposure to any one counterparty.

 

The following is an analysis of the Company’s past due trade receivables:

 

F-26



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

Year Ended December 31, 2007

 

 

 

 

 

 

 

1 - 30

 

31 - 60

 

61 - 90

 

over 90

 

 

 

Total

 

Current

 

days

 

days

 

days

 

days

 

Trade receivables

 

22,925

 

22,925

 

 

 

 

 

 

 

100.0

%

100.0

%

0.0

%

0.0

%

0.0

%

0.0

%

 

Year Ended December 31, 2006 (unaudited)

 

 

 

 

 

 

 

1 - 30

 

31 - 60

 

61 - 90

 

over 90

 

 

 

Total

 

Current

 

days

 

days

 

days

 

days

 

Trade receivables

 

17,228

 

17,228

 

 

 

 

 

 

 

100.0

%

100.0

%

0.0

%

0.0

%

0.0

%

0.0

%

 

The following is an analysis of the Company’s past due receivables from Points of Sale and bad debt reserve:

 

Year Ended December 31, 2007

 

 

 

 

 

 

 

1 - 30

 

31 - 60

 

61 - 90

 

over 90

 

 

 

Total

 

Current

 

days

 

days

 

days

 

days

 

Receivables from PoS

 

376,183

 

373,488

 

378

 

222

 

283

 

1,812

 

 

 

100

%

99.3

%

0.1

%

0.1

%

0.1

%

0.5

%

 

Year Ended December 31, 2006 (unaudited)

 

 

 

 

 

 

 

1 - 30

 

31 - 60

 

61 - 90

 

over 90

 

 

 

Total

 

Current

 

days

 

days

 

days

 

days

 

Receivables from PoS

 

318,844

 

316,867

 

965

 

679

 

266

 

67

 

 

 

100

%

99.4

%

0.3

%

0.2

%

0.1

%

0.0

%

 

Bad debt reserve

 

 

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

Balance at beginning of period

 

604

 

114

 

Provisions

 

1,682

 

500

 

Utilization

 

(22

)

(9

)

Balance at end of period

 

2,264

 

605

 

 

Liquidity risk

 

The Company’s objective in managing this risk is to maintain a balance between continuity of funding and flexibility through the use cash generated by operating activities.  The Company operates into a cash pooling agreement with the parent company Lottomatica S.p.A., pursuant to which the Company’s funds are swept daily into various cash pools managed by Lottomatica S.p.A.. We believe our and Lottomatica’s ability to generate excess cash from operations to reinvest in our business is one of the fundamental financial strengths and combined with our business cash generating capacity we expect to meet our financial obligations and

 

F-27



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

operating needs in the foreseeable future.  We expect to use cash generated primarily from operating activities to meet contractual obligations and to pay dividends.

 

The Company does not present any financial liabilities that exceed 12 months other than the foreign currency option contracts previously disclosed. On this regard, the Company is committed to purchase currency for USD 9,000 and USD 4,500 in 2009 and 2010 respectively. As such, the contractual maturity dates of the Company’s financial liabilities are all substantially within one year.

 

The Company, since entering into the cash pooling agreement above, did not enter in any credit lines with banks.

 

Market risk

 

Foreign currency exchange rate risk

 

As a result of transactions for tickets purchased by the US equityholder Scientific Games Corp, our financial statements can be affected by movements in USD/EUR exchange rate.  The primary risk inherent in our financial instruments is the market risk arising from adverse changes in foreign currency exchange rates.  We seek to manage our foreign exchange risk by entering into foreign currency option contracts.  Since 2004, we entered into foreign currency option contracts to reduce the exposure associated with certain liabilities denominated in USD, economically hedging approximately 50% of the estimated future supply of tickets.

 

The sensitivity analysis to a reasonably possible change in the USD exchange rate, in a range between +10% and -10% compared to the exchange rate as of December 31, 2007 and 2006, and the related potential effect on the net income and net equity of the Company’s is the following:

 

 

 

Increase/ 
decrease in US
 dollar rate

 

Effect on net 
income before 
tax

 

Effect on equity

 

 

 

 

 

 

 

 

 

2007

 

10

%

233

 

144

 

 

 

-10

%

(285

)

(177

)

 

 

 

 

 

 

 

 

unaudited

 

 

 

 

 

 

 

2006

 

10

%

(1,194

)

(740

)

 

 

-10

%

(268

)

(166

)

 

Interest rate risk

 

The Company does not have financing arrangements with banks since such has provided by Lottomatica S.p.A. through the cash pooling agreement. The interest rate regarding the cash pooling agreement is set on a quarterly basis. The interest rate on the cash account for the remittances to AAMS is set at market condition. Consequently, changes in market interest rate would not result in significant effect in net income and net equity.

 

F-28



 

CONSORZIO LOTTERIE NAZIONALI

NOTES TO FINANCIAL STATEMENTS

(thousands of euro)

 

Capital management

 

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and to maximise equityholders’ value.

 

F-29