Interim Management Report As at 30 September 2015
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INTERIM MANAGEMENT REPORT AS AT 30 SEPTEMBER 2015 Milan, 12 November 2015 SNAI S.p.A. Registered Office in Porcari (Lucca) – via L. Boccherini 39 – Share Capital Euro 60,748,992.20 fully paid in Tax Code 00754850154 - VAT no. 01729640464 Register of Companies in Lucca and Lucca REA no. 00754850154 DA AGGIORNARE Interim Management Report as at 30 September 2015 ♦ Corporate Bodies and Auditing Firm of SNAI S.p.A. Page 3 ♦ Comment on the main KPIs for the period Page 4 ♦ Remarks of the Board of Directors on the performance of operations, business outlook and progress of the business plan Page 6 Remarks on the game and bets performance for the period up to 30 September 2015 Page 6 Business outlook Page 6 Progress of the business plan Page 6 ♦ Material events in the third quarter 2015 Page 7 Events related to the Board of Directors Page 7 New developments to the case related to the SIS S.r.l. operator in liquidation Page 7 Signature of the agreement for the merger of the Cogemat/Cogetech Group with the SNAI Group, resolution on SNAI's share capital increase and signature of the transfer deed for the acquisition of the Cogemat/Cogetch Page 8 Issue of a non-convertible, guaranteed, senior bond loan Page 8 ♦ Events occurred after the period Page 8 ♦ SNAI Group – Condensed interim consolidated financial statements as at 30 September 2015 Page 9 Consolidated Comprehensive Income Statement in the first nine months of 2015 Page 10 Consolidated Comprehensive Income Statement of the third quarter of 2015 Page 11 Consolidated Balance Sheet as at 30 September 2015 Page 12 Statement of Changes in Consolidated Shareholders' Equity as at 30 September 2015 Page 13 Consolidated Cash Flow Statement Page 14 Explanatory Notes to the condensed interim consolidated financial statements Page 15 Relevant accounting policies Page 15 Agreements for services licensed Page 17 Operating sectors Page 18 Business combination Page 20 Notes on the main items of the consolidated comprehensive income statement Page 23 Notes to the main items of the consolidated balance sheet Page 30 Schedule 1: Composition of the SNAI Group as at 30 September 2015 Page 65 SNAI Group: Interim Management Report as at 30 September 2015 - Condensed Interim Consolidated Financial Statements 2 CORPORATE BODIES AND AUDITING FIRM OFSNAI SPA Board of Directors (in office from the Shareholders' Meeting held on 26 April 2013 until the Shareholders' Meeting that will approve the financial statements for period ending 31 December 2015) Chairman and Managing Director Gabriele Del Torchio* Directors Stefano Campoccia **/**** Mara Caverni **/**** Giorgio Drago Nicola Iorio Enrico Orsenigo Massimo Perona Roberto Ruozi *** Mauro Pisapia Barbara Poggiali *** Chiara Palmieri *** Tommaso Colzi Marcello Agnoli **/**** Carlo Gagliardi* The Director in charge of the preparation of the corporate accounting documents Marco Codella Board of Statutory Auditors (in office from the Shareholders' Meeting held on 29 April 2014 until the Shareholders' Meeting that will approve the financial statements for period ending 31 December 2016) Chairman MariaTeresa Salerno Standing Auditors Massimo Gallina Maurizio Maffeis Auditing Firm (Mandate granted by the Shareholders' Meeting held on 15 May 2007 for a term of 9 years) Reconta Ernst & Young S.p.A. * Appointed at the Shareholders' Meeting held on 28 September 2015 until the Shareholders' Meeting held to approve the financial statements for the period ending 31 December 2015. ** Members of the Control and Risk Committee chaired by Stefano Campoccia. *** Members of the Compensation Committee chaired by Roberto Ruozi. **** Members of the Related Parties Committee chaired by Mara Caverni. SNAI Group: Interim Management Report as at 30 September 2015 - Condensed Interim Consolidated Financial Statements 3 Comment on the main KPIs for the period Total revenues of the Group, including operating and other revenues, reported around 2.4% increase, from Euro 393.9 million in the first nine months of 2014 to Euro 403.3 million in the first nine months of 2015. Revenues from sales and services amounted to Euro 374.4 million in the first nine months of 2015, compared to Euro 393.3 million in the first nine months of 2014, with 4.8% decrease attributable to the combined effect of the increased revenues from the Gaming Machines (AWPs and VLTs) segment and from Società Trenno S.r.l., offset by the decrease in revenues from sports betting. Revenues from sports betting decreased, compared to the first nine months of the previous year, mainly due to a particularly high payout, which came to 82% against 77.2% reported in the first nine months of 2014, thus comparing a desk/counter result in 2014, which was better than the historical average, and a particularly unfavourable result in 2015 (albeit in the presence of a better performance than the market average). To the above, the effect of lower wagers is to be added, also due to some critical issues still present and linked to a portion of the distribution network connected with the non-operating gaming points of the company SIS at end of July. The above critical issues are being solved with both the execution, on 22 July 2015, of a lease agreement envisaging the future purchase of SIS's business unit by SNAI Rete Italia S.r.l. and then the re-opening of 54 out of 55 shops envisaged in the agreement itself. It should be noted that the above had a negative impact on wagers of the physical channel, while on-line wagers totalled Euro 122.1 million, compared to Euro 99.8 million recorded in the same period of 2014, up by 22.3%. On-line wagers percentage over total amounts is 24.1%. Other revenue and income increased from Euro 0.6 million in the first nine months of 2014 to Euro 28.9 million in the first nine months of 2015, up by Euro 27.5 million due to the amicable settlement of the dispute between SNAI S.p.A. on the one side, and Barcrest Group Limited, The Global Draw Limited and their parent company Scientific Games Corporation on the other side. Revenues from AWPs increased due to an increased average number of machines in operation and a higher number of average coin-in, while for VLTs, an increase in revenues was reported mainly resulting from the decrease in payout of games (-0.4% compared to the same period of the previous year), as well as the moving and better performance of gaming terminals occurred last year and continued during the first nine months of this year. The betting on virtual events generated a direct collection of Euro 192.3 million and revenues of Euro 26 million against wagers amounting to Euro 262.5 million and revenues of Euro 33.4 million in the same period last year. This decrease was also attributable to the aforesaid temporary shutdown of some sales points. Group EBITDA in the first nine months of 2015 amounted to Euro 56.5 million as compared to Euro 81.2 million in the first nine months of 2014, down by 30.4%. In the first nine months of 2015, a positive effect is reported in relation to non-recurring costs and revenues, which amounted to Euro 20.7 million, against a negative effect of Euro 2 million incurred in the same period of the previous year. It is worth noting that non-recurring revenues, amounting to Euro 27.5 million, were related to the above- mentioned transaction. In the third quarter of 2015, total revenues amounted to Euro 120.5 million, -7.5% compared to the third quarter of 2014, while EBITDA came to Euro 16.9 million (-35.8% compared to Euro 26.4 million in the third quarter 2014). In the same period, EBITDA Adj amounted to Euro 19.2 million, against Euro 29.8 million in the third quarter 2014 (-35.7%). The key performance indicators of the Group's performance are shown in the following table (in thousands of Euro, with the exception of amounts per share). • KPIs First nine months Change III quarter Change amounts in thousands of Euro 2015 2014 € % 2015 2014 € % Total revenues 403,305 393,917 9,388 2.4 120,494 130,226 (9,732) (7.5) EBITDA 56,481 81,158 (24,677) (30.4) 16,918 26,371 (9,453) (35.8) EBITDA Adj 59,589 86,626 (27,037) (31.2) 19,167 29,812 (10,645) (35.7) EBIT 35,111 35,323 (2,212) (6.3) (371) 11,996 (12,367) >100 Profit/(loss) before taxes (9,165) (9,845) 680 6.9 (15,122) (2,549) (12,573) >100 Net profit (loss) (13,999) (9,943) (4,056) (40.8) (14,333) (2,971) (11,362) >100 Diluted earnings/(loss) per share (0.12) (0.09) (0.03) (33.3) (0.12) (0.03) (0.09) >100 EBITDA was influenced by the following non-recurring costs incurred for operating purposes (Note 36 shows the non- recurring revenues and costs as envisaged under Consob Resolution No. 15519 of 27.07.2006): SNAI Group: Interim Management Report as at 30 September 2015 - Condensed Interim Consolidated Financial Statements 4 thousands of Euro First nine months of 2015 Non-recurring revenues and costs Active trading (28,024) Costs related to active trading 2,074 Costs related to non-recurring consultancies 930 Allocation to the provision for doubtful debts 2,500 Administrative fines and taxes for PREU 107 Losses on settlement of disputes 997 Leaving incentives 692 Impact on EBITDA (20,724) Group EBIT in the first nine months of 2015 was Euro 33.1 million as compared to Euro 35.3 million in the first nine months of last year.