888
Annual Report 2010

Plain-text annual report

l 8 8 8 H o d n g s p l c i 888 Holdings plc Suite 601/701 Europort Europort Road Gibraltar T: +350 20049800 F: +350 20048280 E: Info@888holdingsplc.com www.888holdingsplc.com A n n u a l R e p o r t & A c c o u n t s 2 0 1 0 Annual Report & Accounts 2010 20358-04 CVR(8mm spine).indd 1 20358.04 14/04/2011 Proof 9 20358.04 14/04/2011 Proof 9 14/04/2011 16:55:49 888 Holdings plc Annual Report & Accounts 2010 Welcome to 888 one of the world’s most popular online gaming entertainment and solutions providers. 888 is one of the world’s most popular online gaming entertainment companies Contents 888 is a truly global gaming destination that remains at the cutting edge of the online gaming industry, offering both players and B2B partners the chance to enjoy a world- class gaming experience in a personalised and localised setting. 888’s consumer facing websites offer more than just online gaming. They are an entertainment destination, places where people can enjoy a truly interactive experience that extends beyond pure play and be part of an online social network that shares common interests. Through Dragonfish partners also benefit from 888’s decade long industry experience. Dragonfish provides partners with Total Gaming Services — customisable solutions offering the ideal platform through which to establish an online gaming presence and monetise a brand. As well as providing players with an innovative, comprehensive and enjoyable gaming experience, 888 websites provide an exciting customer experience in a safe and secure environment. It remains a leader in corporate responsibility, with specialist websites dedicated to both responsible gaming and corporate responsibility. Our strategy is to increase shareholders’ value through achieving profitable growth both organically, through the acquisition and retention of valuable players and partners, and through acquisitions. 01 Highlights 02 Chairman’s Statement 04 Chief Executive Officer’s Review 08 Enhanced Business Review 24 Corporate Social Responsibility 28 Risk Report 30 Board of Directors 31 Corporate Governance 35 Directors’ Remuneration Report 42 Directors’ Report 45 Independent Auditors’ Report 47 Consolidated Income Statement 48 Consolidated Balance Sheet 49 Consolidated Statement of Changes in Equity 49 Consolidated Statement of Comprehensive Income 50 Consolidated Statement of Cash Flows 51 Notes to the Consolidated Financial Statements 83 Company Balance Sheet 84 Company Statement of Changes in Equity 85 Company Statement of Cash Flows 86 Notes to the Company Financial Statements 88 Shareholder Information Shareholder Services All enquiries relating to Ordinary Shares, Depository Auditors BDO LLP Interests, dividends and changes of address should be Chartered Accountants directed to the Group’s Transfer Agent: 55 Baker Street Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0870 162 3100 www.capitaregistrars.com London W1U 7EU UK BDO Limited Registered Auditors Montagu Pavilion 8–10 Queensway Gibraltar Further Information For further information please contact: Incorporated in Gibraltar with registered number 90099 Company Secretary 888 Holdings Public Limited Company Suite 601/701 Europort Europort Road Gibraltar info@888holdingsplc.com Principal Bankers The Royal Bank of Scotland plc 280 Bishopsgate London EC2M 4RB Solicitors Freshfields Bruckhaus Deringer 65 Fleet Street London EC4Y 1HS Hassans 57/63 Line Wall Road Gibraltar 20358-04 CVR(8mm spine).indd 2 20358.04 14/04/2011 Proof 9 20358.04 14/04/2011 Proof 9 14/04/2011 16:55:49 Enjoy casino www.888holdingsplc.com Highlights Total Operating Income Total Operating Income — B2B Total Operating Income — B2C Total Operating Income — Bingo 262 51 222 50 247 40 195 2009 2010 2009 2010 2009 2010 2009 2010 up 6% US$ million down 21% US$ million up 13% US$ million up 370% US$ million 11 Real money registered customer accounts EBITDA* 8.7 46 7.1 29 2009 2010 2009 2010 up 23% million down 37% US$ million * Excluding share benefit charges of US$2.3 million (2009: US$7.0 million) and restructuring costs of US$2.2 million (2009: nil). 01 20358-04888COM FRONT.indd 1 20358-04 14/04/2011 Proof 9 14/04/2011 16:48:55 888 Holdings plc Annual Report & Accounts 2010 Chairman’s Statement 2010 was a challenging year for the Company in which trading was impacted by a number of factors. 888 was able B2C This year, 888 made significant innovative strides to expand to achieve solid financial results while continuing to invest in and maintain its customer base, as new locally regulated its B2C offering to ensure that it remains at the forefront of online gaming. At the same time, the Company has worked to position itself to take advantage of the opportunities markets start to open up. Our new suite of sites was officially launched at the beginning of the year as 888casino, 888poker, 888bingo and 888sport, all under the 888.com arising through the forthcoming opening of significant umbrella brand. locally regulated markets in Europe. As the start of 2011 has already demonstrated, 888 is well After some 12 months in development, we launched Poker 6 in June. Poker 6, which is targeted at the more casual player, placed to harness the many opportunities that the changing is a significant leap forward and has increased our player regulatory environment will bring. Our reputation as a numbers noticeably. trusted, leading international operator was demonstrated by the approval by the Nevada Gaming Control Board and the Nevada Gaming Commission of the suitability of the commercial relationship between Caesars Entertainment and Dragonfish. This enables us to continue to work with Caesars to offer support for its UK product. This is the first deal ever approved between a state-licensed gaming 888 continues to monitor developments as markets become locally regulated. At the forefront of these is Italy. Italy has huge potential for online gaming, and the new licensing regime permitting cash gaming Poker and Casino is expected in 2011. 888 is well placed to capitalise on its position when the market opens, through a B2C Joint Company and a foreign-based Internet gaming operator and Venture with Endemol (the largest independent production is a significant development. company in Italy). Financial Results and Dividend Revenue increased 6% to US$262 million (2009: US$247 Wink Bingo has been an extremely successful acquisition for the Group and continued to be an immensely popular million) impacted by difficult trading conditions mainly due web destination. to weak poker and unfavourable exchange rates especially during the first half and the World Cup in the summer. EBITDA* was US$29 million (2009: US$46 million) in part impacted by increased marketing investment. Our cash position as at 31 December 2010 was US$27 million net of customers’ liabilities. Given the higher than expected earn customers’ liabilities. Given the higher than expected earn out payment related to the Wink acquisition, the Board is recommending that no dividend be paid for 2010. We believe this is in the best interests of the business and we will continue to review the dividend policy with a view to reinstating payment of dividends as appropriate. * Excluding share benefit charge of US$2.3 million (2009: US$7.0 million) and restructuring costs of US$2.2 million (2009: nil) as more fully described in the Expenses section of the Financial Review below. 02 20358-04888COM FRONT.indd 2 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:08 www.888holdingsplc.com April 22, Celebrating the new 888.com In June we made an entry into the nascent but significant social gaming market through the acquisition of a social games development studio, Mytopia. This not only compliments our core offering, but gives us access to People I would like to take this opportunity to express my thanks and appreciation and that of the Board, to all of our management and employees for their support and efforts millions of potential customers. throughout a challenging year. Dragonfish The first half of the year saw a number of landmark casino deals in Italy with Bwin Italia/Gioco Digitale and Microgame S.p.A.. These provide 888 with a strong platform ahead of the opening of the significant Italian market, though launch Outlook 2010 was a testing year for the business but we have continued to drive growth in both our B2C and B2B businesses organically and through acquisition. As the economy moves on from the global financial crisis, the dates for these deals were delayed as a result of slower than wider online gaming industry can look to the future with anticipated enactment of the Italian legislation. confidence. The strength and diversity of our offering and the strong trading performance at the start of the new During the year Dragonfish has further improved its Total financial year, leaves us well positioned to create sustainable Gaming Services offering, launching new games and features. value for our shareholders. Richard Kilsby Chairman We have added new partnerships as well as extending existing ones, such as our agreement with Cashcade. We received a number of awards in the year including two of the most prestigious awards at the inaugural eGaming Review B2B Awards — Bingo Network of the Year and White Label Partner of the Year. More recently, players voted Dragonfish as the provider of the ‘Most Popular Online Bingo Software’ at the iGB Affiliate Awards. Responsible Gaming and CSR 888 is committed to a pro-active policy of corporate and social responsibility and we place the community and the customer at the centre of all our endeavours. In recognition of our commitment to combining the best gaming experience with the most responsible gaming environment, we were awarded “Socially Responsible Operator of the year at the eGaming Review Awards. Our dedicated multi-lingual website www.888responsible.com provides information regarding all aspects of responsible gaming. 20358-04888COM FRONT.indd 3 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:08 03 888 Holdings plc Annual Report & Accounts 2010 Chief Executive’s Review Introduction Following a challenging start to the year 888 finished 2010 strongly. Due to steps taken throughout 2010 we ended the year with record 18% growth in Revenue Q4 on Q3, and 6% growth compared with 2009. The fourth quarter of the year was the strongest in our history, since withdrawing from the USA, with 283,000 active B2C Casino and Poker customers, and Revenue of US$71.3 million. The pace of regulatory change in many markets, adverse F/X movement and the impact of the World Cup in relation to Poker and Casino all affected the business adversely and to differing degrees. This variability dominated much of the year. Our strategy of continuously improving our market leading customer offering has again led to significant progress in product innovation, including an overhauled poker platform, the addition of new games, increased localisation of our various products and further CRM and bonus tools. These developments began to make an impact towards the end of the year, and we expect them to facilitate further growth in 2011. B2C Trading in 2010 has been challenging. It was impacted in the first half by the deterioration of online poker across the industry, with the daily average ring game players falling by approximately 25% in the period from January to July. There were encouraging signs towards the end of the year that 888’s Poker 6 offering is significantly bucking this trend, with Revenue from poker rising 28% to US$11 million from Dragonfish added new partnerships and increased the Q3 to Q4 in 2010. scope of existing ones, including contract extensions, such as its existing agreement with Cashcade, which operates some of the leading brands in the UK bingo market. Newly locally regulated markets form a core focus of the Dragonfish strategy and significant deals were signed, especially in Italy. Our EBITDA* for the year was US$29 million (2009: US$46 Our EBITDA* for the year was US$29 million (2009: US$46 million), a 37% decline compared to previous year mainly as a result of the disappointing performance of our poker as a result of the disappointing performance of our poker business as well as unfavourable exchange rates during the first half of the year and increased marketing spend. Similarly, Profit Before Tax* was US$15 million (2009: US$35 million). Excluding share benefit charges of US$2.3 million (2009: US$7.0 * Excluding share benefit charges of US$2.3 million (2009: US$7.0 million and restructuring costs of US$2.2 million (2009: nil) as fully million and restructuring costs of US$2.2 million (2009: nil) as fully described in the Expenses Section of the Financial Review below. described in the Expenses Section of the Financial Review below. 04 20358-04888COM FRONT.indd 4 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:12 www.888holdingsplc.com This change in fortune followed the launch and marketing This year in casino we added 42 new games to the of Poker 6 in June, which had been nearly 12 months in Quickplay suite of products and launched a new brand — development. This interface is widely considered to be the Euro City. best in breed in the industry today and marked a huge leap forward. It has helped 888 transform its focus to capture a We are delighted that our innovation and success was larger proportion of our customers ’share of time’. We built recognised when 888 received the award for Best Operator a strong community platform that is state of the art in the of Online Casino at the prestigious Monaco iGaming Awards. industry and we also have a dedicated team that focuses on engaging more with customers through community forums. We are a leader in the online bingo field, Wink Bingo in particular is enormously popular. We launched two new We also made substantial improvements this year to our offerings in the second quarter of the year — Tasty Bingo customer interfaces, with the aim of providing the customer and Red Bus Bingo. We also entered into new territories with the best possible online gaming experience. Amongst such as Sweden. The Bingo Golden ticket campaign at the our latest releases are a new poker playing concept, as well beginning of the year, offering players the opportunity to as the innovative PokerCam product (launched in 2011) allowing players to play real-money poker with real time win golden tickets to 888’s £5 million Jackpot game, was one of our many marketing initiatives. video streams from their webcams, giving for the first time a real meaning to the term ‘poker face’ in online poker. Our rebranded 888sport site has been well received by We have increased marketing spend in proven growth racing offering, including live race streaming. During the categories and are achieving very impressive results. year we also launched a mobile product for Smartphones Marketing has included high profile campaigns and enabling customers to place bets anywhere and anytime, promotions, such as the Shane Warne poker multi-media including in-play, a VIP and High Value Rewards program advertising campaign, and the launch of the Casino 8 Free and a site promotion with the Fontwell racecourse. customers and in the first half we launched a new horse Spins to win £8.88 million TV campaign. 20358-04888COM FRONT.indd 5 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:25 05 888 Holdings plc Annual Report & Accounts 2010 Chief Executive’s Review Dragonfish Dragonfish has continued to improve its Total Gaming Services offer, and has signed a number of strategic deals during the year. These include material casino deals in Italy with Bwin Italia/Gioco Digitale and Microgame S.p.A., set to provide a significant market share in the potentially huge Social and Mobile Gaming Social gaming in its broadest sense is set to be a mature multi-billion-dollar industry in 2011. This meteoric rise of social networks and the emergence of the social gaming trend, alongside recent developments in the online gaming industry, mean social networking will be key to the future of Italian online casino market. Newly locally regulated markets, the industry. are a core focus and Dragonfish tailors its solutions to assist partners in these markets by offering a flexible solution ranging from software only to fully managed service. Contract extensions were signed with Moon Bingo and Costa Bingo, and we were pleased to sign an extension to Dragonfish’s existing agreement with Cashcade (now owned by PartyGaming). The Cashcade offering includes some of the biggest brands in the UK bingo market, such as Foxy Bingo, Cheeky Bingo and Think Bingo, all of which are standalone networks powered by Dragonfish bingo software. During the year we appointed a new Managing Director David Zerah, who has significant B2B experience in the media industry, both broadcast and online. We believe that as the industry moves towards a greater emphasis on content and flexible solutions his experience and contacts will enable Dragonfish to capitalise on new opportunities. A number of new standalone bingo networks were launched in 2010, including ones with Cashcade (Rollover Bingo) and Costa (Sing Bingo), underlining Dragonfish’s position as the market leader in online bingo in the UK. MTV Networks UK & Ireland also marked their entry into online gaming by selecting Dragonfish to provide a bingo product. There are now more than 20 standalone bingo networks powered by Dragonfish, and the Dragonfish network supports over 80 skins offering instant liquidity, industry leading software and top tier brands. In recognition of Dragonfish’s leading market position we were awarded White Label Partner of the Year and Bingo Network of the Year at the prestigious eGaming Review B2B awards. The industry now concentrates on casual players and social networks can play a key role. To support that future vision, we acquired the assets comprising the Mytopia social games development studio, giving us an immediate footprint in the social gaming arena and access to millions of potential customers.   Access to this new gaming audience provides a number of cross-selling opportunities, and ensures that we are at the forefront of what is expected to be a key trend in the habits of consumers in our industry. People The key driver in the success of 888 is the quality of our people. Everyone has worked enormously hard in what was a tough, though satisfying year. I want to recognise that enormous collective effort, and to add how fortunate I am to work with such talented and dedicated people. Regulation 888, as a regulated and responsible company, constantly reviews actual and potential changes in the online gaming regulatory regime all over the world. This serves to allow the Company to pursue any possible opportunities to seek, receive and operate under local licenses and to guide decision making in relation to existing operations. In Europe, the Company has been granted licenses in Italy and France and is pursuing additional licensing possibilities in Italy and Denmark. In addition, 888 is considering potential licensing opportunities outside Europe. We believe that the online gaming industry is making big strides towards being fully locally regulated in an increasing number of jurisdictions, which will change forever the industry landscape. 888’s positioning makes it well placed to take advantage of these changes.   This is illustrated by the recent approval by the Nevada Gambling Commission of the suitability of the supplier relationship between Dragonfish and Caesars Interactive Entertainment. 06 20358-04888COM FRONT.indd 6 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:25 www.888holdingsplc.com Responsible Gaming 888 is committed to a pro-active policy of corporate and social responsibility that reflects the high professional and ethical standards we have set for ourselves. Conducting our business responsibly is fundamental to the future success of 888 and the sustainability of the business. At 888, we understand that our responsible approach is both the correct way to do business and one that enhances our credibility, thereby supporting the development of the business. In 2010 our efforts were recognised when we were voted “Socially Responsible Operator of the Year” at the eGaming Review Awards. 2011 Focus We will continue to innovate in products and marketing in order to attract customers to our offerings and build brand loyalty. There are many customer and product developments planned for the coming year. Wink has been an extremely successful acquisition for 888, Poker 6.5 will further improve what is already accepted performing well above our expectations. As previously as a leading platform in our B2C offering through the announced, we have reached agreement with the Wink introduction of video play and improved social features, Vendors to defer part of the earn out to May 2012. including the opportunity to play as part of a team. Locally regulated markets will form a key focus for both B2C Gaming Control Board and the Nevada Gaming Commission and Dragonfish. The flexibility of the Dragonfish platform voted unanimously to grant a finding of suitability to means that it is ideally placed to help partners capture Caesars Entertainment regarding its commercial regulated market share. We are well-placed to capitalise relationship with Dragonfish. We were delighted that, in March 2011, both the Nevada on the Italian market potential, and will monitor other opportunities as they arise. Outlook 2010 saw a move towards locally regulated markets across Europe, and this should continue in 2011. The market with This finding, which resulted from a rigorous and lengthy process of scrutiny, underlines the integrity, sophistication and professionalism that the Company maintain as core tenets of its business model. most immediate potential is Italy, through the recent online 888 has begun 2011 well and continues to make good casino and poker cash games regulation. This development progress across all segments of the business. We have is very exciting for both our B2C joint venture with Endemol an exciting base on which to build in 2011, with a high and for Dragonfish, which is supporting the Italian market proportion of sustainable locally regulated earnings and leaders — win/Gioco Digitale and Microgame S.p.A.. a well diversified business, product line and geographic Additional high potential markets include Spain, Greece and revenue stream. Further imminent improvements in our other European jurisdictions. product offering will lead to increased success in driving players to our sites and retaining them going forward. This, alongside our expanding licensee base within Dragonfish, puts us in a strong position for the future. Gigi Levy Chief Executive Officer 07 20358-04888COM FRONT.indd 7 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:27 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review FInanCIaL REvIEw Financial Summary Revenue B2C Casino Poker Bingo Emerging offering Total B2C B2B Revenue Operating expenses2,3 Research and development expenses3 Selling and marketing expenses Administrative expenses3,4,5 EBITDA3,4,5 Exchange losses and net finance costs Depreciation and amortisation Profit before tax3,5 Year ended Year ended 31 December 31 December 20091 US$ million US$ million 20101 116.9 38.4 50.1 16.2 221.7 40.4 262.1 98.7 21.8 91.5 21.6 28.6 (1.2) (12.3) 15.1 118.7 51.6 10.7 14.4 195.4 51.3 246.7 89.9 24.2 67.3 19.8 45.6 (2.5) (8.5) 34.6 1 Figures may not cast due to rounding 2 Excluding depreciation of US$8.5 million (2009: US$7.0 million), amortisation of US$3.8 million (2009: US$ 1.5 million) 3 Excluding restructuring costs totalling US$2.2 million (2009: nil): US$1.2 million from Operating expenses, US$0.6 million from Research and development and US$0.4 million from Administrative expenses 4 Excluding exchange rate loss of US$ 0.3 million (2009: US$2.7 million) 5 Excluding share benefit charges of US$ 2.3 million (2009: US$7.0 million) 08 20358-04888COM FRONT.indd 8 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:31 www.888holdingsplc.com FInanCIaL RESuLtS General Our financial results in 2010 were adversely impacted by challenging trading conditions especially in the online poker market and unfavourable exchange rates during the first half and the World Cup during the summer. Despite this, Revenue increased 6% to US$262 million (2009: US$247 million). However, the increased marketing investment, which resulted in record new player recruitment, had an inevitable impact on margins. EBITDA* was $29 million (2009: US$46 million), Profit before tax US$15* million (2009: US$35 million) and Basic Earnings per share* 3.6¢ (2009: 9.2¢). Geographical segmentation The Group’s revenue stream is diversified across geographies, with the majority arising from Europe. The UK remained the largest single market. The table below shows the Group’s geographic revenue distribution: Revenue by geographical market: Revenue UK Europe (excl. UK) Americas (excluding USA) Rest of World Total * Figures may not add to total due to rounding Year ended 31 December 2010* US$million 128.2 96.8 16.1 21.0 262.1 % share 49 37 6 8 100 Year ended 31 December 2009* US$million % share 90.4 113.7 19.1 23.4 246.7 37 46 8 9 100 As the table illustrates, in 2010 888’s turnover grew by 42% in the UK but declined elsewhere: 15% in Europe (excluding million (2009: US$98.4 million), an increase of 14%. Most of the increase is driven by the addition of Wink bingo UK), 16% in the Americas (excluding USA) and 10% in the and Mytopia from January and June, respectively, an rest of the World. The relative size of the UK increased increase in B2B revenue share due to partners which significantly to 49% of Revenue. were launched in late 2009 and the establishment of a Expenses Operating expenses, mainly comprising salaries, supplementary low cost support centre in Eastern Europe. Staff Costs representing the largest component of operating expenses, were US$48.5 million (2009: US$45.5 million) chargebacks, payment service providers’ commissions reflecting the additional staff joining with Wink bingo and revenue share due to B2B partners, totalled US$112.1 and Mytopia, mitigated in part by the restructuring cost * Excluding share benefit charge of US$2.3 million (2009: US$7.0 million) and restructuring costs of US$2.2 million (2009: nil) as fully described in the Expenses section of the Financial Review below. 09 20358-04888COM FRONT.indd 9 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:32 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review cutting announced in May (staff costs in Q4 reduced by approximately 5% compared to Q1). Chargebacks reduced significantly during the year to US$3.0 million (2009: US$9.0 million) as the business reverted to historic levels following the fraud attacks in 2009. During 2010, the Group continued its investment in taxation The tax charge for 2010 was US$2.7 million (2009: US$2.7 million) reflecting the Group’s efficient tax position. Earnings per share Adjusted Basic Earnings per share2 were 3.6¢ in 2010 (2009: 9.2¢) whereas Basic Earnings per share were 2.3¢ in infrastructure across business lines, however Research and 2010 (2009: 7.2¢). Development expenses reduced 7% to US$22.4 million (2009: US$24.2 million). The reduction was driven by utilising a more cost-effective workforce based on the new outsource Dividend The Board recommended that no final dividend be paid for development centre established in late 2008 in Ukraine. the 2010 financial year. Marketing expenses, driven almost exclusively by B2C activities, were US$91.5 million (2009: US$67.3 million). The increase was driven by the addition of the Wink bingo Cash flow During the year, the Group generated net cash from operating activities of US$16.2 million (2009: US$41.5 business and by multiple marketing initiatives across 888’s million). business aimed at driving growth. The result of this is reflected in the strong trading in Q4 2010 and 2011 year to date. In 2010, the Group continued to optimise cost per acquisition across various customer recruitment channels. During the year, 888’s marketing team recruited more than During 2010, the Group made cash payments of US$28.3 million (2009: US$30.0 million) in investment in activities including the Mytopia acquisition at US$12.3 million and capital expenditure at US$8.6 million (2009: US$8.3 million). The Group returned US$10.5 million (2009: US$22.4 million) 213,334 new Casino and Poker first time depositors from in dividends to its shareholders. more than 1.4 million (2009: 1.1 million) new real money registrations with an average cost per acquisition in 2010 of US$201 (2009: US$177). Administrative expenses1 increased 9% to US$21.6 million (2009: US$19.8 million). Share benefit charges In 2010, the Group reduced the level of equity awards made under the All Employee Share Plan and scope of eligible grantees and the charge to the profit and loss account reduced significantly. The non-cash charge for 2010 was Balance Sheet The Group’s cash position as at 31 December 2010 was US$61.5 million (31 December 2009: US$87.5 million). Balances owed to customers were US$34.7 million (2009: US$37.6 million). As at 31 December 2010 Current Liabilities include Contingent Consideration of US$78 million (2009: nil) comprising discounted amounts of US$72 million in respect of Wink Bingo and US$6 million in respect of Mytopia acquisitions. As announced on 18 March 2011, the Wink related earn out payment has now been rescheduled such US$2.3 million (2009: $7.0 million), comprising a US$0.2 million that £21.7 million is deferred and is due on 21 May 2012. charge relating to grants in the current year (2009: US$1.1 million) and US$2.1 million (2009: US$5.9 million) relating to grants made in the past. Finance income Low interest rates resulted in interest income of US$197,000 (2009: US$633,000). Profit and Earnings per share EBITDA2 was US$29 million (2009: US$46 million). EBITDA2 margin was 10.9% (2009: 18.5%). 10 1 Excluding exchange rate loss of US$ 0.3 million (2009: US$2.7 million), share benefit charges of US$ 2.3 million (2009: US$7.0 million) and restructuring costs of US$0.4 million (2009: nil). 2 Excluding share benefit charge of US$2.3 million (2009: US$7.0 million) and restructuring costs of US$2.2 million (2009: nil). 20358-04888COM FRONT.indd 10 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:32 www.888holdingsplc.com B2C 888 remains at the cutting edge of the online gaming experience, and 2010 saw the Company take large and innovative strides forward across the B2C offering. The customer experience is of paramount importance, The year also saw the roll-out of the new branding for our four core offerings. With a reinvigorated look and feel under unified logos, the brands all speak with one language and link into one offering. This creates brand continuity, leveraging the strength of the 888 brand and increasing its reach. The new sites were launched at the beginning of 2010 and 888 provides online entertainment destinations where as 888casino, 888poker, 888bingo and 888sport, all under players can combine an unparalleled gaming offering with the 888.com umbrella brand. a more complete internet experience, including social networking and personalised activities. In 2010 the offering was enhanced to provide customers with an experience that they could not find elsewhere. The new Poker 6 platform was an enormous step forward, and is widely considered one of the best in the industry. It has helped 888 significantly outperform peers through providing an enjoyable, accessible and different gaming environment. Leadership through Innovation Online gaming continues to evolve, and 888’s offering continues to innovate and change with it. 888 is a truly global gaming destination, with localised offerings providing players in different geographies with games that appeal to them in the language that they speak. The 888 gaming experience is now available in more than 20 The opportunity to play online using live video stream games languages in over 150 countries. also reminds players that, at 888, ‘We Play Different.’ 20358-04888COM FRONT.indd 11 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:33 11 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review Poker In 2009 the decision was taken to carry out a complete Reaction to the changes has been extremely positive, with an increase of more than 50% in the liquidity of ring cash overhaul of 888’s poker offering and deliver a ground- games since launch. Casino During the year the flash casino was significantly enhanced, with the addition of dozens of new games and further core features. This no-download product allows players at 888 to enjoy faster access to all their favourite games and is available in more than 20 languages at both 888casino and 888sport. The product contains a lounge for VIP Players and high-rollers, where they can see their status prominently displayed and receive an impressive list of membership benefits. Additionally high stake versions of roulette and blackjack are available in the VIP arena. breaking environment for players of all abilities. Analysis showed that there was a gap in the market for a poker offer that provided a bridge between soft social game poker and real money online poker, catering for beginners as well as experienced players. A year in development, the result was the launch of Poker 6 in June 2010. The new platform was built from scratch, with feedback throughout the whole process from focus groups comprised of 888 players and people representing the demographics that 888 was looking to reach. Poker 6 was a huge leap forward, with an intuitive usability that targeted the casual player. This included the creation of a beginners lobby with one-click options to immediately place players at the table of their choice. At the same time a new tournament lobby appealed across the demographic, and an improved multi-table playability ensured that experienced players remained well-catered for. As well as these functional improvements the look and feel of the sites was greatly improved. Features implemented include a customisable lobby, individual avatars and tag icon options, new table themes and card choices. Improved social aspects were also incorporated, and an extensive online shop for players to redeem their poker points helped to create a personalised experience that helps to build loyalty and drive repeat visits. 12 20358-04888COM FRONT.indd 12 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:37 www.888holdingsplc.com Alongside these eye-catching innovations, the instant games offering was expanded, with dozens of new games added to the quickplay suite. In the first half of the year a new casino brand, Euro City, was launched, targeted at particular European markets. 888 continues to monitor developments in new markets. At the forefront of these is Italy. Italy has huge potential for online gaming, and the new licensing regime that permits cash gaming Poker and Casino is already in force. 888 is well placed to capitalise on our position, both directly and through Dragonfish. A joint venture with Endemol Italy, the prominent independent TV production Company in Italy, is being set up to co-invest in the Italian market. The deal will see the launch of a comprehensive gaming offering, operating on 888.it, which will benefit from the exclusive Bingo 888 continues to be a leader in the online bingo field. Following its acquisition in December 2009, 2010 was the first full year of Wink Bingo’s contribution and the site proved once again one of the most popular in the UK. 888ladies continued to perform well, boosted by an overhaul of the lobby. The new look and feel of the 888ladies site was very well received by its loyal players. utilisation of Endemol’s brands in Italy. This modus operandi 888’s share of the UK bingo market was further increased is becoming a cornerstone of our strategy in the new locally through the addition of two new offerings — Tasty regulated markets, where we will be seeking strong partners Bingo and Red Bus Bingo, launched in March and April who will assist us by providing access to significant local assets and by investing additional funds into our activity. respectively. The two sites both offer regular promotions, attractive prizes and the wealth of interactive features that make 888’s bingo sites social destinations that draws users The success of our work in 2010 was recognised when 888 to make repeat visits. received the award for Best Operator of Online Casino at the prestigious Monaco iGaming Awards. The successful bingo offering was introduced into new markets in 2010, notably in June with the launch of 888bingo in Sweden. 20358-04888COM FRONT.indd 13 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:38 13 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review Sport 888sport made significant steps forward in 2010. The rebranding, alongside the other core 888 offerings, heralded a major change in its look and feel. The homepage was In the first quarter of the year a new horse racing offering was launched, which included a new ‘i-card’, showing detailed and comprehensive graphical statistics and information. A Bet & Watch application enabling the improved through the addition of promotional videos, one- streaming of live racing from a number of UK tracks was click prices for key events, a live betting widget and live another popular addition. odds carousel banners, all supported on a new and wider screen resolution. As well as the improvements made to the 888sport website, an all new 888sport mobile product for Smartphones was launched, allowing customers to place bets anywhere and anytime, including in-play. Social gaming The rise of social networking sites, now the most visited sites on the internet, and the emergence of social gaming, illustrate the growing importance of social features to the future of the industry. Understanding and adapting to this changing consumer behaviour has led 888 to embrace the new era of social interaction. The acquisition of the assets comprising the Mytopia social games development studio from Real Dice Inc. in June 2010 gave us an immediate footprint in the social gaming arena, complementing our core offering and giving us access to millions of customers. Access to this new gaming audience provides a number of cross-selling opportunities, and ensures that we are at the forefront of what is expected to be a key trend in the habits of consumers in the online gaming industry. The acquisition forms the cornerstone of our social gaming and mobile strategy, allowing us to offer a seamless experience across different platforms to both our B2C customers and via Dragonfish. Marketing and promotions 888 continued to seek out ground-breaking and timely offline marketing opportunities to build brand awareness amongst key demographics and increase online traffic. 888 launched some of its most high-profile campaigns in 2010, reaching new customers and helping to bring old players back onto the improved offerings. 2010 was the third year of 888’s partnership with Shane Warne, and he continues to represent 888 at international poker events such as the 888 Poker Open, the Aussie Millions and the World Series of Poker. Shane also fronted a multi-media advertising campaign around the launch of the new poker offering. The campaign, based around the slogan ‘We Play Different’, yielded very good results. 14 20358-04888COM FRONT.indd 14 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:39 www.888holdingsplc.com The television campaign was the culmination of marketing facelift, with the £6.5m 888sport Premier Grandstand now activities surrounding 888poker. As the new offering was providing breathtaking views of the course. introduced, an innovative marketing campaign offered players a proposition never seen before. The “8 ways to 88 WSOP packages” global campaign offered new players a Customer relationship management Strong customer relationships are the bedrock of our variety of ways to win one of 88 packages to the WSOP, not success. Whilst eye-catching promotions help to drive all of which were at poker tables — there was even a way customer acquisition, customer retention comes from to win by creating a YouTube video to plea for the prize. To engendering loyalty through building bonds with players. jump start the campaign, US$500,000 worth of free US$8 This leads to people playing more games, more often, for a registration accounts were handed out. longer time. In addition to the “8 ways” campaign, an online promotion 888’s ongoing commitment to localisation strengthens with the tagline “A New Era has Begun” heralded the relationships worldwide through speaking to people in their arrival of the new 3D poker software and offered players language and culture, while the market-leading usage of the chance to turn 8¢ into US$30,000, iPads, Sony Home Cinemas and Kindles. social features and interactivity with players strengthens brand loyalty. Marketing for both of these promotions was undertaken 888 never forgets that the customer has a choice, and strong using global online affiliates, search engine marketing, customer relationships are the bedrock of our success. A localized promotional landing pages in 11 languages, offline positive customer experience has a direct impact on engaging print advertisements in several poker publications and via customer loyalty and subsequently improving retention. on the ground poker leagues. 888sport continued to be prominently marketed at key our retention goals, included loyalty schemes and our sporting events, building brand awareness. The biggest successful VIP programs. The use of sophisticated data casino promotion was a repeat of the £8,888,888 campaign, mining helps to focus marketing efforts and target players which offered the chance to use seven free spins to win the with the right offers at the right time. Offline events help biggest online jackpot of all time. The campaign appealed the Company to meet VIP clients face to face and build to players across the playing spectrum — including new, relationships. These relationships are managed by dedicated In 2010, further initiatives were introduced in order to meet registered, and high value players, VIPs and inactive players. VIP Loyalty Managers. The promotion was supported by a 360 degree marketing drive across all media outlets, including direct mail, television, The numerous offline events that took place in 2010 online, and prominent public advertising, and also by search included a trip for VIPs to the FIFA World Cup and Royal engine optimisation and cross selling from 888 sites. Ascot, an event for 888ladies in Manchester, and for 888poker members a trip to the WSOP and an exclusive High profile sponsorship of events, with corresponding online 888poker party. promotions, also helps to drive customers to 888 sites. In February 2011 it was announced that 888 has teamed up with the Professional Darts Corporation to sponsor what is now Search Engine Optimisation (‘SEO’) The specialist Search and Web Optimisation Technologies called the 888.com Premier League Darts. The tournament (‘SWOT’) team continue to give 888’s websites prominence is the biggest indoor sporting event in the United Kingdom, on worldwide search engines, maximising the impact of the with a significant international reach. The tournament this product offering. Successful use of SWOT has helped to year features a new format with two teams battling it out bring players to 888 brands, helping customer acquisition for superiority, with Team Blue and Team Green representing and the ongoing growth of 888sport and 888ladies. 888poker and 888casino respectively. 888sport is also the proud partner of Fontwell Park ‘online casino’, and ‘bingo.’ This positioning is replicated Racecourse, which fittingly is home to the world’s only across core markets. In the UK, 888 sites were top in Google searches for ‘casino’, figure of eight race track. Fontwell Park, in East Sussex in the south of England, has recently undertaken a significant 15 20358-04888COM FRONT.indd 15 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:39 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review Dragonfish Dragonfish continued to mature in 2010, further improving the total Gaming Services Offering New entrants to the online gaming market require diverse the Total Gaming Services offering, adding new partnerships gaming content, a technology platform to work with, while increasing the scope of existing ones, and moving into expertise in setting up operations as well as marketing and, new markets. above all, knowledge of how to leverage their assets and To oversee this expansion a new Managing Director was appointed, David Zerah, who has significant B2B experience Steps were taken in 2010 to ensure that Dragonfish in the media industry, both broadcast and online. As the continues to offer just such a compelling product across all target the gaming consumer. industry moves towards a greater emphasis on content and core gaming areas. flexible solutions his experience and contacts will enable Dragonfish to capitalise on these opportunities. The Poker 6 upgrade provided a more contemporary look and feel for poker clients, with enhanced usability, In recognition of Dragonfish’s position as a leading B2B functionality and playability on the tables. provider helping companies deliver online gaming results, we were delighted to receive two of the most prestigious The casino offering continues to reflect 888’s decade awards at the inaugural eGaming Review B2B Awards — long experience as a leading casino operator. This allows White Label Partner of Year and Bingo Network of the Year. Dragonfish to provide a suite of games that helps partners to appeal to beginners and experts, through the vast range of games available, easy to navigate casino lobby with intuitive buttons for communicating promotions, tutorials, 24/7 customer help, wins and bonuses. Each product is tailored for individual markets, and can take advantage of multi-platform compatibility. Casino games are now available in more than 20 languages across a variety of platforms. In order to enhance the gaming experience, further casino games were added in 2010. Due to Dragonfish’s integration platform, these games can be integrated into the poker, sport, or bingo offerings swiftly, using a single wallet application that provides seamless account processing. Dragonfish launched more than 30 new Quickplay games across the year, including the global brands ‘Monopoly’ and ‘Wheel of Fortune’. As well as these famous brands, Dragonfish also utilises major events to increase the relevance of offerings and provide an enjoyable gaming experience. The highest profile example of this in 2010 was the launch of a suite of Quickplay games built specifically for the FIFA World Cup. The games are highly sought after by partners as Dragonfish aims to deliver best in class offerings. Providing a more diverse offering, such games are a proven formula for increasing player retention and lifetime customer value. 16 20358-04888COM FRONT.indd 16 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:43 www.888holdingsplc.com Another way to increase player retention and drive traffic to sites is through interactive and social features. The rise of social networking has been one of the key internet trends of the last few years, and a number of additions have been made to help fulfil the social wants of players. In Bingo, “Virtual” gifts were added to chat applications, together with a live video streaming feature that enables the chat moderators to build a more personal dialogue with the players. Back office services continue to be a core part of the proposition. Dragonfish provides a customisable deposit and cash-out cashier per country, localised with a look and feel tailored to a partner’s specification. This provides innovative payment optimisation technology and fraud management, including anti-money laundering services. The Total Payment Services offering gives 24/7 multi-lingual customer operations that assist customers’ deposits and withdrawals both reactively and proactively. In total, 2010 saw the launch of several new standalone bingo networks, with Cashcade (Rollover Bingo) and Costa 2010 saw the launch of Dragonfish Affiliates. The program (Sing Bingo), emphasizing Dragonfish’s position as the currently has tens of thousands of affiliates focused market leader in online bingo in the UK. MTV Networks UK on customised sponsorship promotions, with new and & Ireland also marked their entry into online gaming by existing affiliate partners, driving partner growth activity. selecting Dragonfish to provide their bingo product. The program was supported through attendance at major affiliate shows in London, Prague and Budapest. There are now over 20 standalone bingo networks powered Partners Dragonfish helps a wide range of companies to maximise over 80 skins offering instant liquidity, industry leading software and top tier brands. We were proud to see this their online revenues and fulfil the potential of their brands, leading position in bingo recognised at the eGaming Review including e-gaming companies, media portals, offline B2B Awards, and also to be voted by players as the provider casinos and pools operators. of the ‘Most Popular Online Bingo Software’ at the 2011 by Dragonfish, and the Dragonfish bingo network supports BingoPort.co.uk Players’ Choice Awards. Contract extensions were signed with Moon Bingo and Costa Bingo, and we were pleased to sign an extension to Dragonfish’s existing agreement with Cashcade (now Regulated markets Newly regulated local markets form a core focus of the owned by Party Gaming). The Cashcade offering includes Dragonfish strategy, and the Company has tailored its some of the biggest brands in the UK bingo market, such product and marketing towards this area. Dragonfish as Foxy Bingo, Cheeky Bingo and Think Bingo, all of which provides flexible gaming solutions to help partners capture are standalone networks powered by Dragonfish bingo locally regulated market share. This flexibility gives partners software. As part of this extension, Dragonfish developed the ability to cherry pick from the Total Gaming Services a bingo network for Nordic countries with localised bingo offering to create bespoke solutions fully customised for game, localised currencies and payment methods. This individual markets. new offering enabled UK market leaders 888ladies and Foxy Bingo to enter the Swedish market with new product Partners can combine those products and services that initiatives while sharing the same liquidity. complement their own and the relevant market, from as little as one gaming product with no back office, to a full managed service. In 2010 advertising campaigns concentrated on Dragonfish’s flexible gaming solutions for locally regulated markets, and there were a number of notable successes. 17 20358-04888COM FRONT.indd 17 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:45 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review Italy The Italian eGaming market is one of the largest in Europe and, with the market now open to online casino providers, there are huge opportunities in the country. Dragonfish worked hard to identify the best games for Caesars, which is registered with the Nevada Gaming Commission (‘NGC’), submitted to the NGC and the Nevada State Gaming Control Board (‘GCB’) an application for a finding of suitability concerning CIE’s supplier relationship with Dragonfish. The application relates to state law in Nevada that covers Nevada gaming companies conducting this market, and the best product for partners. Two major gaming outside the state of Nevada. agreements were signed in 2010. In March an agreement was signed with win Italia, a subsidiary of win, to provide a casino games portfolio for the Italian market. This was followed in August by the signing of an agreement with Microgame, Italy’s leading remote gaming service provider, for the provision of a On 9 March 2011, the GCB considered the application and recommended to the NGC that the requested finding of suitability be granted to CIE regarding its commercial relationship with Dragonfish. On 24 March 2011 the Nevada Gaming Control Board unanimously approved the suitability of the commercial relationship between Caesars comprehensive casino product. Entertainment and Dragonfish. The partnerships are significant steps forward for Dragonfish in the locally regulated Italian gaming market and provide the platform to become one of the largest casino providers in Italy. Dragonfish was able to provide both partners with a flexible casino platform that included casino games combined with a Player Management System that could be seamlessly integrated into their existing operating systems. France The online gaming environment in France entered a new phase of regulation in 2010. 888’s award of a licence by Autorité de Régulation des Jeux En Ligne (ARJEL), the French Gaming regulator, allowed Dragonfish to enter this new environment. A joint venture was signed with Microgaming for a comprehensive poker network offering of a suite of games, multiple tournaments and a fully customized poker solution. Whilst at an early stage, it is 2011 Focus Dragonfish continues to be focused on the achievement of growth both organic, through driving increased revenue from partners, and through the acquisition of new partners. The Company will continue to deliver market-leading Total Gaming Services from the most complete gaming platform to cutting edge back office services. It will strive to be the first to enter locally regulated markets. For example, having secured agreements with some of the largest operators in the newly locally regulated Italian market, we are launching our flexible casino product in line with the new legislation set by AAMS. As the regulatory landscape continues to alter, the flexibility of Dragonfish’s offering allows us to focus on partnerships in markets where regulation is still to be defined, including Belgium, Spain, Germany, and Denmark. We will continue to monitor developments in North America, and we are currently exploring opportunities to build our anticipated that over time the network will provide a shared presence in Canada. pool of player liquidity on a single platform available to licensees and also 888’s own B2C poker customers. Growth has been supported through a prominent media campaign across trade media outlets, and through a significant presence at conferences and exhibitions throughout 2010. This will continue into 2011 together with the expansion into advertising in newly locally regulated territories. The network was launched in October, with French poker sites Poker Subito and Poker Xtrem launching alongside 888’s own poker site. united States The partnership with Caesars Interactive Entertainment (CIE) was significantly augmented in August by the launch of a free play World Series of Poker offering for the United States. The new free play poker software, utilising the Poker 6 software upgrade, provided US players with the opportunity to play on the pre-eminent brand in poker worldwide, tailored to their local market. 18 20358-04888COM FRONT.indd 18 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:45 www.888holdingsplc.com technological Infrastructure 888’s success is built on the strength of its technological Content Management During 2010, our web infrastructure was upgraded with infrastructure which provides the platform for the cutting a new Content Management System that allows a quick edge innovation for which it is renowned. The cutting-edge turnaround on changes to 888 sites. By using this system, offering, including the ground-breaking Poker 6 as well 888 can now alter its websites and banners across all as numerous back office and infrastructure capabilities, domains at a single touch of a button. are all aimed to improve the way 888 operates, utilising automated tools allowing efficient customer acquisition and retention. During 2010, 888 casino introduced new bonus Gaming Solutions Platform The Gaming Solutions Platform, which supports external and promotion tools, a new No-Download client and more wallet and external user management, can now support than 40 new games together with a Games-Tab offering. All Dragonfish partners’ gaming platforms, allowing them to of this is a result of the behind the scenes expertise that is take advantage of our advanced unified offering capabilities. at the heart of 888. 888 has invested significantly in its physical infrastructure, and has more than 1,000 servers in the development and testing environments, and 900 in production. To enhance development efforts and reduce costs, 888 operates a large The first brands to work with the GSP platform are set to be the Italian partners of Dragonfish — bwin, Gioco Digitale and Microgame. Promotions In order to support our Free Spins Casino campaign, the outsourced software development facility in Eastern Europe. promotion management system was improved to allow This development centre, in Ukraine, allows access to excellent, players to claim bonuses via email, and for bonuses to be well-trained, highly professional and cost-efficient talent. granted in stages. Campaign management was improved through enhanced, automated campaign effectiveness As well as the considerable work that has gone into the analysis. Systems were also developed that allow us more eye-catching improvements to the B2C offering and the new effectively to manage and operate customer campaigns, standalone casino product which opened up new markets targeting relevant promotions at players quickly and cost- for 888, a number of notable technological enhancements effectively. were also made: Unified Offering Infrastructure During the first half of 2010 our infrastructure was upgraded Online analytical processing Secured Analytical Services were introduced for Dragonfish Partners, on software as a service basis, allowing them in order to support our next generation platform. This direct access to aggregated data. was the culmination of two years’ work and ensured that our back office services are at the forefront of customer management abilities and cross sale support. The new Enterprise resource planning In January 2010, a new enterprise resource planning system platform supports single registration and a single wallet was successfully implemented and integrated into 888’s for all of our 888 brands, while also improving services business infrastructure, the result of a large undertaking to include real time risk management checks, automatic carried out during 2009. This new system streamlines cashout restrictions, presentation of the bonus details in My 888’s capability to carry out daily business processes in an Account and more. The new infrastructure forms the basis optimal manner. for our new B2B casino standalone product. During H1 2011 we plan to move most of our brands to this infrastructure. Regulatory Environments To comply with changing regulatory environments, all systems must fulfil the requirements of local regulators. During the second half of 2010 significant changes were made to satisfy the regulations around Italian cash games. The changes that were made, position the platform well to adapt to new markets as and when further regulatory changes are introduced. 19 20358-04888COM FRONT.indd 19 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:45 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review ePayments 2010 was the first year that 888 provided payment services to non-gaming operators, following the signing of an agreement with the world’s leading virtual world technology CuStOMER SuPPORt anD SERvICE Customer Relationship Management 888 remains committed to its goal of providing the best Company Linden Lab, the creator of Second Life, to provide customer support and service in the global online gaming e-payments, fraud and customer support management industry. Strong customer relationships are the bedrock of services. This collaboration represented an extension of 888’s success. Whilst eye-catching promotions help to drive Dragonfish’s offering beyond the gaming industry into the customer acquisition, customer retention is generated by wider retail environment, and signified its emergence as a fostering loyalty through building bonds with players. strong player in the regulated payment services market. This leads to people playing more games, more often, for more time. The comprehensive Total Payment Services offering includes payment processing tailored for local markets, fully First class customer support is offered for each of the managed fraud detection and prevention services as well as Group’s brands and White Labels via telephone, e-mail customer support services. and chat 24 hours a day, seven days a week, to customers around the world in 11 different languages. Several new payment options were introduced in 2010, allowing customers to make deposits using their preferred 888’s ongoing commitment to localisation strengthens currency and payment medium. relationships worldwide, through speaking to people in their language and cultural context, while the market-leading The prevention of fraud is central to an ePayments platform, usage of social features and interactivity with players and new capabilities were added in 2010 to reduce the cost strengthens brand loyalty. of fraud to both 888 and our partners. These included the use of 3D secure code and Verified by Visa. Through improving the customer experience and ensuring that sites are intuitive, 888 aims to increase customer conversion 888 will continue to invest in technology across the and retention. In 2010 the UNICA Campaign Manager was business, ensuring that leading back office systems provide integrated into 888’s back office application. This effective the basis for an unparalleled experience for both players marketing tool enables support staff to offer tailored promotions to players based on their activity & status, and is used during live inbound contacts to reinforce loyalty and promote up/cross sells. On average, 888’s support teams converted 24% of all incoming phone calls and 10% of relevant incoming chats to deposits; expanding this convenient service to players and further benefiting the business. The Telemarketing and Pro-active Chat department has continued to deliver excellent performance, accounting for millions of deposits in 2010. The department has increased its performance year on year in all three key metrics — efficiency, productivity and revenue generated. The department recently expanded the proactive chat capabilities to help boost customer acquisition, with more improvements in the pipeline. and partners. 20 20358-04888COM FRONT.indd 20 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:46 www.888holdingsplc.com The Group continues to invest in industry leading Support teams in all locations aim to close the majority of technology in order to enhance its Customer Relationship issues during the first contact, as exemplified in the Service Management (‘CRM’) capabilities and support its online Level Achievement reached in 2010. customer experience initiatives. In 2010 888 upgraded to a new Telecommunications system at both the Gibraltar and The increased usage of the Online Web Self Service by 888’s Antigua contact centres, and completed the deployment customers, coupled with new measures aimed at optimising of RightNow’s CRM full solution within the entire Business resources and improving operational efficiency have Operation Division. resulted in a decrease in overall contact volumes in 2010; even with the addition of several new Bingo White Label This project integrates existing Online Web Self-Service Partners which increased contacts from Bingo customers capabilities and enables 888 to reduce its operational alone by an 82% in 2010. expenditure and manage its resources more effectively. Dynamic and flexible user interfaces help to improve agent efficiency and advanced contact management tools Customer Satisfaction 888 monitors customer satisfaction at key points throughout facilitate higher customer satisfaction. their lifetime cycle in order to assist stakeholders in the Group RightNow capabilities such as monitoring Social Networks players, as well as to design service initiatives and ongoing and the option of sending feedback surveys to players at refresher training, based on the results. to identify and understand habits and expectations of loyal any point will enable actionable next steps in the future, and will connect 888 to the growing trend of customer In addition to the customary study conducted to benchmark conversations occurring in the social cloud. 888’s service level within its primary markets, the 2010 survey for the first time included English speaking 888sport The main Gibraltar contact centre focuses on providing customers. 888 is pleased that all of the main language support for 888’s principal markets in Europe, Asia Pacific markets once again gave their highest rating to the level of and Latin America while the Antiguan contact centre professionalism of our support representatives. focuses on supporting the English speaking markets in Europe, Australia, Asia Pacific and Canada. The survey also sought insight into customer awareness and usage of the Online Self-Help facility available to English, The fully established contact centre in Romania is providing German, Spanish, French and Italian customers. In 2010, 66% inbound customer support in several languages for Dragonfish and 888’s main markets in Europe, Asia Pacific of respondents were aware of the Online Web Self-Service tool and reported using it. and Latin America. In addition, support staff at this contact centre focus on providing customer support for the recently locally regulated French poker market. 21 20358-04888COM FRONT.indd 21 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 888 Holdings plc Annual Report & Accounts 2010 Enhanced Business Review To further increase usage of this facility, 888’s Content Several EU Member States are either contemplating or have Management staff continue to refine Help access points already put in place, a liberalised (or partially liberalised) and FAQ content, and as a result facilitate zero contact gaming sector; The UK, France, Italy, Denmark, Belgium resolution for customers who prefer this avenue of support. and Estonia have already adopted a regulatory regime Regulation and General Regulatory Developments The regulatory framework of online gaming in different for online gaming. Other EU Member States comprising Ireland, Hungary, Germany, Bulgaria, Latvia, Lithuania, The Netherlands, Switzerland, Sweden, Poland, Greece, Spain, Romania and the Czech Republic are also considering (or countries around the world remains as dynamic and rapidly are already in the process of) revising their gaming laws evolving as ever. While some jurisdictions have moved to possibly to include liberalization of the online gaming curtail the activities of online gaming sites, many others market. (including many European jurisdictions and even some US states) are currently contemplating liberalisation and Thus, in France, a 2010 law introduced a licensing regime for regulation of the industry, and some have already taken this online poker, sports betting and horse race wagering. Over route. The Group remains committed to monitoring closely and addressing regulatory changes as they occur, and to the past year, licenses were issued by the newly created state regulator. The new regime resulted in the European fostering, so far as possible, the trend towards liberalisation Commission abandoning its infringement proceedings and regulation of online gaming throughout the world. against France. Under the 2010 French law, the online Eu The European Commission holds that gaming and gambling (i.e. at the end of 2011). This review could lead to further amendments of the French legal regime, including further fall within the scope of the Free Movement of Goods liberalization of the market, or changes to the tax structure. regime will be evaluated 18 months after coming into force and Services enshrined by European law. In the past, the Commission launched infringement proceedings against Also in 2010, Denmark passed a law introducing a licensing numerous EU States (including Spain, Germany, Portugal, regime for online gaming operators. This law is now the Finland, Austria, Hungary, Italy, Sweden, the Netherlands, subject of an EU Commission investigation, following claims Denmark and France). These proceedings contributed to the by terrestrial operators that the tax regime applicable present European trend towards liberalization of the online to online gaming is a form of unlawful State Aid. The gaming market. investigation has postponed the entry of the new regime into force of the law. The European Court of Justice, in the win v. Santa Casa case (and later in other cases), recognized the relatively In 2009, Belgium passed a law allowing issuance of online wide sphere of discretion available to Member States in gambling licences as an extension of existing terrestrial regulating gaming activities. However, in several rulings gambling licences; therefore, pure online gambling operators handed down during 2010 (most notably those regarding may face difficulties in obtaining online gambling licences in the German Inter-State Gambling Treaty), the European that jurisdiction. However, the Belgian Gambling Commission Court of Justice reiterated that the gaming legislation of has expressly supported partnerships between existing Member States must conform to the basic principles of EU online gambling operators and terrestrial licensees, aimed at law, including the free passage of goods and services and offering services to the Belgian market. Italy, where the Group the freedom of association. Specifically, the Court struck holds an online gambling concession, has recently introduced down legislation which it found curtailed these freedoms, new legislation, expanding the scope of licensable online despite the fact that such legislation was ostensibly aimed at activities, and significantly easing access to the market by protecting local interests, ruling that it was disproportionate, EU-based operators. inconsistent and unsystematic. Against this backdrop, the European Commission will continue to review Member States’ Spain is anticipated to be one of the next EU member states legislation in the gambling sphere on a case by case basis. to introduce a regulatory and licensing regime for online gambling. The Spanish authorities have already published draft legislation on this matter, which has been presented to the Spanish Parliament and notified to the European Commission. 22 20358-04888COM FRONT.indd 22 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 www.888holdingsplc.com In Germany, following the European Court of Justice rulings mentioned above, momentum is gathering for adoption of a new legal regime to govern online gambling, to replace the existing (prohibitive) Inter-State Gambling Treaty (which is uK The DCMS announced in 2010 that it will review the current online gaming licensing regime, and is considering whether to require all gaming operators targeting British consumers scheduled to expire at the end of 2011). to be licensed in the UK. The European Commission is involved in other instances in which the online gambling and betting regulatory regimes appear to contravene rights and freedoms of uSa In the USA, several federal legislative initiatives aimed at creating a regulatory regime for online gaming were online gambling and betting operators (e.g. issuing detailed promoted by various political factions. The most prominent opinions against the enactment of prohibitive legislation, and intervening in the WTO process described below). examples were initiatives backed by US Representative Barney Frank and Senator Harry Reid to regulate online poker in the US. However, neither of these initiatives The EU Council of Ministers recently adopted a declaration eventually became law. supporting the development of regulatory regimes for online gaming by Member States, while recognizing the need for joint efforts by Member States to remove barriers hampering free access for online gaming providers across borders within the European Union. In March 2011, Representatives John Campbell and Barney Frank introduced a federal bill to provide for the licensing and regulation of Internet gaming in the USA. This bill is identical to H.R. 2267 promoted by Representative Frank and reported by the House Financial Services Committee In March 2011, the European Commission published a long during 2010. awaited Green Paper on online gaming The Green Paper launches a public consultation between EU Members, the EU institutions and other stakeholders regarding the legal and technical challenges arising from the activities of both “lawful” and “unlawful” online gambling operations. In this context, the draft recognizes the existence of the two regulatory models adopted by EU Member States - a liberalized licensing model and the national monopoly model. In line with the declaration adopted by the EU Council of Ministers, the Green Paper recognizes that the online gaming market has not been the subject of pan- European regulation, and that this state of affairs is unlikely to change. The Green Paper indicates the need to identify ways in which cooperation between national regulatory authorities at EU level will assist Member States in achieving more effectively the objectives of their gambling policy, in line with the principles of the EU internal market. In early 2011 the New Jersey Legislature passed a bill allowing terrestrial licensees to offer online gaming services to State residents. However, this bill was vetoed by the Governor of New Jersey on 3 March 2011. Other US jurisdictions (including California, Iowa, and Florida) are also reviewing the possibility of licensing some form of intra-state online gambling activities. In March 2011, Hawaii legislators proposed a bill to allow for hosting of a limited number of global online poker operations from the State. 20358-04888COM FRONT.indd 23 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 23 888 Holdings plc Annual Report & Accounts 2010 Corporate Social Responsibility As a global leader in online gaming entertainment, 888 is committed to a pro-active policy of corporate and social responsibility that reflects the high professional and ethical standards we have set for ourselves. Conducting our business responsibly is fundamental to the future success of 888 and the sustainability of the business. At 888, we understand that our responsible approach is both the correct way to do business and one that enhances our credibility, thereby supporting the development of the Internal communication As we are a global organisation, we strive to ensure that our employees have the best technology with which to communicate. In this regard, a new social platform was introduced in 2010 for our employees and a new global intranet portal established to connect employees in a new social context. Some of the new features of the portal include: professional online forums and informal blogs run by specific employees, special features to connect employees who are based in different locations, and fun business. In 2010 our efforts were recognised when we were gimmicks that facilitate and increase employee interaction. voted “Socially Responsible Operator of the Year” at the eGaming Review Awards. Our philosophy We aim to contribute to the global community in which we operate in order to benefit society as a whole: l We sponsor and participate in activities in the neighbourhoods in which we live and work. l We create collaborative and rewarding work In addition, candidates from the Company were selected to run three different social communities: ‘competitive intelligence’, ‘social gaming’, and ‘Know your customer’. The aim is: (i) to establish user-to-user interaction by enabling employees to come together for networking and support, (ii) to facilitate an exchange of ideas and information, and (iii) to promote greater awareness and understanding by providing a focus for discussions and environments where new ideas can flourish and collaboration on issues of mutual relevance. employees can develop. l We encourage responsible gaming practices to avoid the dangers of problem gambling, and we have taken Employee Engagement Our goal at 888 is to ensure that employees remain rigorous steps at all our online sites to prevent underage motivated and engaged in their working life. gambling. Our values At 888 we place the community and the customer at the centre of all our endeavours. We are constantly looking at new and innovative ways to create a caring, responsible gaming environment and to ensure that underage persons are unable to access our games. For customers who suspect During 2010 a number of social activities took place across all our sites in the UK, Israel and Gibraltar. Activities were aimed to celebrate professional successes and special achievements. Each office celebrated with a year end party at their various locations. Some activities included end of year gifts and outstanding employee of the year awards. they have a problem, our Director of Responsible Gaming We value our employees’ opinions, and conduct a regular and our well-trained staff provide individual assistance that global employee opinion survey to understand their is considerate, supportive, and helpful. Employees At 888 we work hard to nurture and retain our talented employees. We acknowledge and value them and always strive to be an employer of choice. At 888 we value everyone’s contribution, regardless of their background or gender, and believe that diversity helps us meet the needs of our global customers. thoughts about different aspects of their life at 888. The survey’s findings are treated seriously and are taken into account as part of ongoing improvement plans. 24 20358-04888COM FRONT.indd 24 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 www.888holdingsplc.com Professional development and training We strive to enable employees to grow with the business, which helps us to retain talent. During 2010, a number of Community Community Involvement 888 is committed to supporting the various local programmes were developed for employees: communities in which it operates and also the broader global community. Our community investment program Talking @ 888 Annual Review: The annual performance includes cash donations and long standing community review process, run globally, was rolled out towards the involvement in our key areas across the world. end of 2010. A new online system was implemented incorporating an assessment model focusing on measuring the performance and importance of tasks within an Local Community Involvement In the later part of the year, 20 employees in the Gibraltar employee’s role. This allows managers to assess the office volunteered to raise money for ‘Children in Need’. A importance of individual activities, making for richer cake sale was organised giving volunteers who participated, feedback discussion and closer assessment of task the chance to cook and bake as well as to prepare the prioritisation for employees and teams. event. In addition, donations of Easter eggs were made to Management Development Training: A training program based in Israel, run twice a year, specialises in introductory St Martin’s Special Needs School at Easter as a gift for all children at the school. management training for first time managers. The course is Our employees in the Israel office continue their year long divided into four main areas: (i) general management skills, relationship with the national Derech Haetgar charity which (ii) expanding managerial points of view, (iii) enhancing self focuses on enhancing the education of disadvantaged awareness in management, and (iv) theoretical enrichment teenagers. The program allows volunteers to assist with in the subject of management. Participants are selected from homework and studies by combining fun and educational those who have been with the Company for a minimum of indoor and outdoor activities. Various field trips are also a year. arranged with volunteers from the Company to different educational sites and learning centres around Israel. High Potential Program: This 18 month program concluded in July 2010, and had the aim of identifying future leaders As has been the case for each of the past four years, within the organisation. By maximizing internal human employees in Israel joined the Ruach Hatova national capital, we created an internal tool for career progression volunteering organization for a day of goodwill. A Group and retention of key personnel, thus driving business of 20 employees helped at a special school for refugees, success by retaining and relying on internal business with volunteers working with the children to create baskets knowledge. The program included two Groups: (i) team and ornaments. leaders, training to be future senior managers, and (ii) employees, training to be future team leaders. For the first time, the Israel office participated in the universal charity organisation FIRST, a non profit Business Leaders Forum Annual Conference: Business leaders organization devoted to helping young people develop a from each location get together once a year for a three day passion for maths and science. The programme involves conference in a relaxed and low-key environment to discuss building a robot which will eventually be submitted to an strategy and business planning. The conference takes place in international robotic competition. A Group of 20 employees Israel and also includes an outdoor trip for team building. volunteer in the programme which, aside from helping to build the robot, imparts solid project management and teamwork skills. 20358-04888COM FRONT.indd 25 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 25 888 Holdings plc Annual Report & Accounts 2010 Corporate Social Responsibility Charity and our members Following feedback from the 888 community, the fourth Responsible gaming Our values place the community and the customer at the annual charity day was expanded. The day became the centre of all our endeavours. We are constantly creating new 888charity Weekend and involved all 888 players. The and innovative ways to create a caring, responsible gaming slogan, “It’s Time for Giving”, was used to inform players that environment and to ensure underage persons are unable to 8% of 888’s total revenues (up to US$70,000) generated access our gaming sites. over the weekend of 3-5th December would be donated to 888’s three chosen charities: Oxfam GB, Bliss and Against. 888 aims to provide responsible adults with the best These charities were chosen following consultation with our online gaming entertainment experience. However, we customers. The weekend was supported through extensive acknowledge that gaming poses a potential danger to a cross product marketing activities – including emails, small minority of people. We continuously train all our staff alterations to our landing pages and banners. Further to in how to provide a safe gaming experience. Our training this, pin badges with the 888charity weekend logo were program incorporates methods and techniques to help our produced and displayed to casino VIPs at the VIP Christmas employees recognise and take appropriate actions if they party. An extensive campaign internally ensured that all staff were aware of the event. identify compulsive or underage gambling. In response to the Australian flood crisis we ran a Protecting Customers As a responsible, regulated gaming Company we comply fundraising poker tournament in aid of the Australia Charity with both the GamCare and the eCOGRA guidelines, and Relief fund. during 2009 had our certification renewed. GamCare is the leading authority on the provision of counselling, advice and Environment As an online businesses 888’s activities have a relatively practical help in addressing the social impact of gambling in the UK. eCOGRA ensures that approved online casinos small impact on the environment, but 888 continues to are properly and transparently monitored to provide player develop its commitment to environmental issues: protection. l Green IT: Our site has links to helping agencies and we have placed l Recycling IT: all 888’s redundant l IT equipment is many safeguards for those who need help with controlling now recycled. their gaming. For gamblers who are worried about their l Virtualisation (VDI project): More than 120 stations were transformed from a PC to the VDI system, gambling habits and want to know more about the signs of compulsive gambling we have a self assessment test. Should enabling us to use less hardware. members feel the need to, they can control their gambling l Energy consumption: Alongside these projects we by self-limiting the amounts they deposit per day, per week continuously monitor our energy consumption to help us or per month. ensure we are being as energy efficient as possible. l Recycling: We recycle as much as possible. Paper, bottles and cans are collected from all of our sites . l Water: We use only ecological detergents in our offices A member can request to be self excluded for a chosen period, for whatever reasons. Based on studies carried out internally, we decided to increase time cool off periods and use water saving devices in all our locations. available for members. Members can choose from six l Travel: To minimise the impact of travel on the different exclusion periods from one day to six months. environment we encourage employees to either cycle During this period, 888 blocks the account and no to work and, in certain locations, provide buses for promotional e-mails are sent to the customer. commuters. We also continue to invest in the state-of- the-art technology to help meetings occur remotely. 26 20358-04888COM FRONT.indd 26 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 www.888holdingsplc.com Protecting minors Underage gambling on our sites is prohibited and 888 takes the matter of underage gaming extremely seriously. Our offering is not designed to attract minors. We make every effort to prevent minors from playing on our sites and use sophisticated verification systems as well as third party verification, URU, suppliers to identify and track minors if they log into our software. We train our staff to be highly sensitive to the possibility of underage gambling and make sure we suspend any account suspected to be an underage account. Once identified, an underage account is blocked permanently and deposits are refunded. 888responsible Since 2007 a dedicated website, www.888responsible. com, has been available, providing information regarding all aspects of responsible gaming. The site is available in English, French, Spanish and German. This year we upgraded and expanded the site so that the content reflects our holistic CSR approach, while the updated platform allows for greater flexibility in content changes as well as supporting more languages. united nations Global Compact (unGC) During 2009, 888 entered into in the United Nations Global Compact. The UNGC is the largest global initiative to promote the social responsibility of businesses. It is a voluntary initiative, which brings together thousands of businesses across more than 100 sectors worldwide. Representatives confirm their commitment to the UNGC in order to promote ten universally accepted principles in the field of human rights, workplace standards and anti-corruption. We believe that the activities of 888 are in line with the principles of the Global Compact, and it therefore seemed appropriate that we should publicly declare our support and ensure greater exposure to a wider public. By joining the UN Global Compact we are now in line with an established and globally recognised policy framework of environmental, social, and governance policies and practices. 20358-04888COM FRONT.indd 27 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 27 888 Holdings plc Annual Report & Accounts 2010 Risk Report The Group operates in a dynamic business environment. In In order to minimise dependence on telecommunication addition to the day-to-day commercial risks faced by most service providers, the Group invests in network enterprises, the online gaming industry faces particular infrastructure redundancies whilst regularly reviewing challenges in respect of Regulatory risk, Reputational risk, its service providers. The Group has two internet service Information Technology risk and Taxation risk, each of which providers in Gibraltar in order to minimise reliance on one is detailed below. provider. Regulatory risk The regulatory framework of online gaming is dynamic As a part of its monitoring system, the Group deploys set user experience tests which measure performance from and complex. Change in the regulatory regime in a specific different locations around the world. Network-related jurisdiction could have a material adverse effect on business performance issues are addressed by rerouting traffic using volume and financial performance in that jurisdiction. A different routes or providers. 888 operates a 24/7 Network detailed regulatory review is set out in the Regulation and Operations Centre (NOC). The NOC’s role is to conduct General Regulatory Developments section above. real time monitoring of production activities using state- Reputational risk Underage and problem gaming are inherent risks associated of-the-art systems. These systems are designed to identify and provide alerts regarding problems related to systems, key business indicators and issues surrounding customer with the online gaming industry. The Group devotes usability experience. considerable resources to putting in place prevention measures coupled with strict internal procedures designed to prevent under aged players from accessing its real money taxation risk The Group aims to ensure that each legal entity within sites. In addition, the Group promotes a safe and responsible the Group is a tax resident of the jurisdiction in which it gaming environment to its customers supplemented by its is incorporated and has no taxable presence in any other corporate culture. The Group has a dedicated Director of jurisdiction. While the Group’s customers are located CSR & Responsible Gaming tasked with the responsibility worldwide, certain jurisdictions may seek to tax the Group’s of implementing such policies. Further details about the activity which could have a material adverse effect on Group’s responsible gaming initiatives are set out in previous the amount of tax payable by the Group or on customers’ pages. behaviour. Information technology risks As a leading online business, the Group’s IT systems The Group benefits from favourable fiscal arrangements in some of the jurisdictions in which it has taxable presence are critical to its operation. The Group is reliant on the without which its results would be adversely affected. Most performance of these systems. of the Group’s gaming activities are based in Gibraltar. The Group has to date benefited from tax exempt status Cutting-edge technologies and procedures are implemented but, such tax exempt status regime was abolished as throughout the Group’s technology operations and of December 31, 2010, as part of the introduction by designed to protect its networks from malicious attacks and the Government of Gibraltar of a new fiscal regime that other such risks. These measures include traffic filtering, complies with EU requirements. anti-DDoS (Distributed Denial of Service) devices and Anti- Virus protection from leading vendors. Physical and logical network segmentation is also used to isolate and protect the Group’s networks and restrict malicious activities. In order to ensure systems are protected properly and effectively, external security scans and assessments are carried out in a timely manner. The Group has a high-end storage solution to ensure storage availability and performance. All critical data is replicated to another storage device for disaster recovery purposes and all data is stored off-site on a daily basis. 28 20358-04888COM FRONT.indd 28 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 www.888holdingsplc.com Commencing as of January 1, 2011, Gibraltar companies will be subject to a corporate tax rate of 10%. However, certain forms of income, including royalty income, will be exempt from corporate tax. The Group is currently required to pay a gaming duty, currently set at 1% of gaming yield, with an annual maximum cap of £425,000 in aggregate, in respect of its Casino, Poker and Bingo activities and, separately, at the same rate in respect of the Group’s Sports offering. The applicability of such gaming taxes following the implementation of the new tax regime is, as yet, unclear. The Group’s subsidiary in Israel, Random Logic Limited, entered into a transfer pricing agreement on an arm’s length basis with the Israeli Income Tax Commissioner. The agreement was effective until 31 December 2010. The operation in Antigua also benefits from a low tax regime. 20358-04888COM FRONT.indd 29 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 29 888 Holdings plc Annual Report & Accounts 2010 Board of Directors Richard Kilsby Non-executive Chairman Richard Kilsby has been Chairman since March 2006, having previously been Deputy Chairman of the Group from August 2005. He is currently a Non-executive Director of Tullett Prebon plc. Since 2002, he has held several Board and management positions in various private and venture capital funded companies. In 2004, he acted as independent monitor for the SEC and USA Department of Justice in connection with Adecco. From 1999 to 2002, he was Chief Executive of Trade point and subsequently Executive Vice-Chairman of virt-x plc. From 1995 to 1998, he was an Executive Director of the London Stock Exchange, prior to which he was a Managing Director for Bankers Trust from 1992 to 1995. He was also Vice-Chairman of Charterhouse Bank from 1988 to 1992, and spent the early part of his career with Price Waterhouse (now PwC) where he was a partner from 1984 to 1988. Age 59. Gigi Levy Chief Executive Officer Gigi Levy has been Chief Executive Officer of the Group since January 2007, following six months as Chief Operating Officer. Prior to his appointment, Gigi worked for Amdocs, one of the world’s largest software providers and systems integrators in the telecoms market (NYSE: DOX), most recently as Division President managing Amdocs’ activity in Europe (except Eastern Europe), Central and Latin America. Before joining Amdocs, Gigi held several interim management and consulting roles with various companies in Israel and the UK. Gigi also headed Giltek, a telecommunication systems integrator, and Girit Telecommunications, an Israeli Information and Communications Technology systems integrator. He holds an MBA from the Kellogg School of Management at Northwestern University. Age 39. aviad Kobrine Chief Financial Officer Aviad Kobrine has been Chief Financial Officer of the Group since June 2005, and was appointed to the Board in August 2005. From October 2004 he was a consultant to 888. Previously, he was a banker with the Media Telecoms Investment Banking Group of Lehman Brothers and prior to that, he was a senior associate with Slaughter and May. He holds a Masters in Finance from the London Business School (Distinction), a BA in Economics and an LLB from Tel Aviv University. Age 47. 30 Brian Mattingley Deputy Chairman and Senior Independent Non-executive Director Brian Mattingley has been Deputy Chairman since March 2006, and was appointed to the Board in August 2005. He was previously Chief Executive of Gala Regional Developments Limited until 2005. From 1997 to 2003 he was Group Finance and Strategy Director of Gala Group Plc, prior to which he was Chief Executive of Ritz Bingo Limited. He has held senior executive positions within Kingfisher Plc and Dee Corporation Plc. Age 59. John anderson Non-executive Director John Anderson was the Chief Executive Officer of the Group from September 2000 to December 2006. He is currently Non-executive Chairman of Burford Holdings plc and was Chief Executive Officer of Burford Holdings plc from 1996 to 2000. He is Chairman of the Interactive Gaming Council; a Board member of eCOGRA and Chairman of 10 Tech Holdings Limited. John is also Non-Executive Director of Probability (Gibraltar) Limited which is a wholly owned subsidiary of Probability Plc. Previously, he was a Board member of Ladbrokes plc from 1990 to 1996. Age 62. Michael Constantine Independent Non-executive Director Michael Constantine was appointed in August 2005. From 1996 to 1998, he was Deputy Superintendent of the Turks and Caicos Islands Financial Services Commission, and in 1995 was head of the Financial Supervision Unit of the Mauritius Offshore Business Activities Authority. From 1991 to 1995 he was Inspector of Licensees at the Gibraltar Financial Services Commission, latterly Acting Commissioner. He is a Chartered Accountant and for many years a partner in the firm of Spain Brothers & Company. He served in the Royal Naval Reserve, reaching the rank of Commander. Age 72. amos Pickel Independent Non-executive Director Amos Pickel was appointed in March 2006. Formerly the Chief Executive Officer of Atlas Management Company Limited and Chief Executive Officer and member of the Board of Directors of Red Sea Hotels Ltd. Previously a Non-executive Director of Gresham Hotel Group Plc, he is a non-practising solicitor holding a Masters in Law from New York University and a LL.B. from Tel Aviv University. Since January 2010, he has been a member of the Board of Directors of Twenty10 Hotel Fund Limited and since September 2010 the chairman of the Board of Directors of Berggruen Residential Limited. Age 44. 20358-04888COM FRONT.indd 30 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:49 www.888holdingsplc.com Corporate Governance 888 Holdings plc is admitted to the UK Official List and its shares are traded on the London Stock Exchange. During 2010, the Company was not subject to the Combined Code (2008) or the UK Corporate Governance Code (the ‘Code’) as it is a Gibraltar incorporated company. However, as the Company has ‘Premium Listed’ equity shares, the Code will Strategic approach The Board focuses upon the Group’s long-term objectives, strategic and policy issues and considers the management of key risks facing the Group. The Board is responsible for acquisitions and divestments, major capital expenditure projects and considering Group budgets and dividend begin to apply to the Company in respect of the accounting policy. The Board also determines key appointments. The period commencing 1 January 2011. Until this time, the Directors continue to support high standards of Corporate Governance and continued to voluntarily comply with the Combined Code (2008) as far as it is appropriate for a company incorporated in Gibraltar. the Board The Directors consider it essential that the Company should be both led and controlled by an effective Board. Composition The Board consists of seven Directors as follows: three independent Non-executive Directors, one non-independent Non-executive Director, a Non-executive Chairman, and two Executive Directors, comprising the Chief Executive Officer and Chief Financial Officer. The biographical details of all of the Directors are given on page 30. Board receives regular updates on shareholders’ views. The Board has established a calendar of business. This covers the financial calendar, strategic planning, annual budgets and performance self-assessments, as well as the conduct of standing business. The calendar forms the basis for effective integration of business activities as between the Board and its principal Committees (see pages 32 and 33), which individually consider their own operating frameworks against the Board’s business programme. The Board has established a formal process for the annual evaluation of its performance, its committees and individual Directors. The evaluation process covered a range of issues such as Board processes, Board roles and responsibilities, Board agendas and committee processes. The Board and its committees were found to be operating effectively. The Board plans to meet six times a year. During 2010, the Board met six times. Set out below are details of the Directors’ attendance record at Board and Committee meetings in 2010. Total held in year Richard Kilsby Gigi Levy Aviad Kobrine John Anderson Michael Constantine Brian Mattingley Amos Pickel Total number of meetings held during the year ended December 2010 and the number of meetings attended by each Director Audit Remuneration Nominations Board committee committee committee 6 5 6 6 5 5 6 5 3 n/a n/a n/a n/a 3 3 3 4 n/a n/a n/a n/a 4 4 3 — - n/a n/a n/a - - n/a The Chairman has responsibility for ensuring that agendas for Board meetings are set in advance. Board papers are issued to Directors sufficiently in advance of meetings to facilitate both informed debate and timely decisions. 20358-04888COM FRONT.indd 31 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 31 888 Holdings plc Annual Report & Accounts 2010 Corporate Governance non-executive review and performance appraisal The Chairman holds meetings at least once per year with The appointment or removal of the Company Secretary is a matter for the Board as a whole. the Non-executive Directors without the Executive Directors The Board accepts that there should be a formal, rigorous being present. Led by the Senior Independent Director, the and transparent procedure for the induction of new Non-executive Directors meet once per year without the Directors, which has been formulated with the guidance of Chairman present in order to appraise the performance of the Nominations Committee. the Chairman. The Directors have wide ranging business experience, and no individual, or Group of individuals, dominates the Board’s decision making. The Board considers that Brian Mattingley, Michael Constantine and Amos Pickel satisfy the independence criteria of the Code. The Board is satisfied that, upon his appointment as Chairman, Richard Kilsby met the independence criteria of the Code. The other significant commitments of the Chairman during 2010 are detailed in his biography on page 30. The Board considers that Mr Kilsby’s other commitments do not interfere with the discharge of his responsibilities to the Group and is satisfied that he makes sufficient time available to serve the Company effectively. Reserved powers and delegation A schedule of matters reserved to the Board has been adopted and its content is reviewed to align it with operational needs and the Board’s preference to monitor and, where appropriate, approve matters of substance to the Group as a whole. Senior executives have given written undertakings to ensure compliance within their business operations with the Board’s formal schedule of matters reserved to it for decision or approval. Division of responsibilities The responsibilities of the Chairman are clearly and formally defined, with the Chairman being responsible for the The opportunity to hold office as non-executive Directors of other companies enables Directors of 888 to broaden their experience and knowledge, which will benefit the Company. Executive Directors may be allowed to accept Non- executive appointments with the Board’s prior permission, so long as these are not likely to lead to any conflict of interest. Executive Directors may be required to account for fees received from such other companies. The Company has arranged insurance cover in respect of legal actions against its Directors. To the extent permitted by Gibraltar law, the Company also indemnifies the Directors. Neither the insurance nor the indemnity provides cover where a Director has acted fraudulently or dishonestly. Re-election of Directors Commencing as of the 2011 AGM, all Directors are subject to reappointment by shareholders on an annual basis. audit Committee The Audit Committee comprises three independent Non- executive Directors: Brian Mattingley (Chair), Michael Constantine and Amos Pickel. The Board is satisfied that Brian Mattingley has sufficient recent and relevant financial experience to Chair the Audit Committee. Normally, by invitation, the Chairman, Chief Executive Officer and Chief Financial Officer and, where appropriate, representatives of the Company’s external auditors attend the Audit effective operation of the Board as a whole and supporting Committee meetings. key external relationships. The Audit Committee’s terms of reference are available on request to the Company Secretary and are included on the Company’s website, www.888holdingsplc.com. Other issues All Directors have access to the advice and services of the Company Secretary and the Company’s nominated advisers, who are responsible for ensuring that Board procedures are followed. Directors are able to seek independent professional advice, if required, at the Company’s expense provided that they have first notified their intention to do so. 32 20358-04888COM FRONT.indd 32 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 www.888holdingsplc.com In summary, the Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing 888’s annual financial statements, considering the scope of annual audit and the extent of non- audit work undertaken by external auditors, approving 888’s internal audit programme, advising on the appointment of Risk Management and Internal Control The Directors acknowledge that they are responsible for the Company’s system of internal control, for setting policy on internal control and risk management, and for reviewing the effectiveness of internal control and risk management. It is management’s role to implement Board policies on risk and control, including reporting. The system of internal control external auditors and reviewing the effectiveness of internal is designed to manage rather than eliminate the risk of control systems. failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material nominations Committee The Nominations Committee comprises three independent misstatement or loss. Non-executive Directors: Michael Constantine (Chair), Brian The Board has delegated responsibility to the Audit Mattingley and Amos Pickel, as well as Richard Kilsby, Chairman. The Nominations Committee did not meet during 2010. The Nominations Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nominations Committee is responsible for reviewing, from time to time, the structure of the Board, determining succession plans for the Chairman and Chief Executive Officer, and identifying and recommending suitable candidates for appointment as Directors. The Nominations Committee’s terms of reference are available Committee to review the appropriateness and adequacy of systems of internal control and risk management in relation to the financial reporting process on an ongoing basis and to make recommendations to the Board. The Company has an Internal Auditor who reports to the Audit Committee. 888’s payment risk management team, based in Gibraltar, has developed stringent payment risk management and fraud control procedures. The team makes use of external and internal systems to manage the payment risks. Detailed procedures exist throughout the Company’s operations and compliance is monitored by operational management and on request to the Company Secretary and are included on the Internal Auditor. the Company’s website, www.888holdingsplc.com. Remuneration Committee The Company’s Remuneration Committee comprises three independent Non-executive Directors: Brian Mattingley (chair), Michael Constantine and Amos Pickel. The Board has overall responsibility for determining the framework of executive remuneration and its cost. It is required to take account of any recommendation made by the Remuneration Committee in determining the remuneration, benefits and employment packages of the Executive Directors and senior management and the fees of the Chairman. The Directors’ Remuneration Report, which outlines the Remuneration Committee’s work and details of Directors’ remuneration, is on pages 35 to 41. The Remuneration Committee’s terms of reference are available on request to The Directors periodically review the effectiveness of the Group’s systems of internal control and risk management. The review considers individual risk control responsibilities, reporting lines and qualitative assessments of residual risks. Relations with Shareholders and Key Financial audiences The Company maintains an active and regular dialogue with principal and institutional shareholders and sell-side analysts through a planned programme of investor relations and financial PR activity. The outcome of these meetings is reported to the Board. The programme includes formal presentations of full year and interim results, quarterly release of Interim Management Statements, analysts’ conference calls and periodic road shows. Brian Mattingley, the Senior Independent Director, is available to shareholders to address any issues where the Company Secretary and are included on the Company’s contact with the Chairman, Chief Executive Officer and website, www.888holdingsplc.com. Chief Financial Officer is inappropriate or where such contact has failed to resolve the issue. 33 20358-04888COM FRONT.indd 33 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 18:07 888 Holdings plc Annual Report & Accounts 2010 Corporate Governance All shareholders are welcome to attend the 2011 Annual General Meeting (scheduled to be held on 24 May 2011) and private investors are encouraged to take advantage of the opportunity given to ask questions. The Chairmen (or nominated members) of the Audit, Remuneration and Nominations Committees will attend the meeting and be available to answer questions. Corporate Social Responsibility Statement The Group’s Chief Executive Officer is the Director responsible for monitoring corporate social responsibility within 888. The Board receives periodic reports on the Group’s activities in this area from the Chief Executive Officer. Further details are set out in the Corporate Social Responsibility report on pages 24 to 27. Compliance with Statutory Provisions As 888 Holdings Public Limited Company is registered in Gibraltar, it is subject to compliance with Gibraltar statutory requirements. The main legislation relevant to companies in Gibraltar is the Gibraltar Companies Act, which is based on the UK Companies Act 1929. 888 Holdings Public Limited Company is in full compliance with the Gibraltar Companies Act. Going Concern As at 31 December 2010 the Group has a liability in respect of the acquisition of Wink Bingo, which has been computed at the maximum amount payable under the purchase agreement of £48.7 million (approximately US$75 million) and arises due to an increase in contingent consideration following the strong performance of that business during 2010 and the first quarter of 2011. Accordingly, as announced on 18 March 2011, the Board have renegotiated and agreed revised payment terms with the vendors of the Wink business such that the liability is settled over the period March 2011 through to May 2012, rather than in a single payment in May 2011 as envisaged under the original purchase agreement. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, the Board’s recommendation that no dividend should be paid for 2010 and the revised payment profile in respect of the Wink business consideration, show that the Group should be able to continue its ordinary course of business within its available financial resources. After careful review of these forecasts and projections, the Group’s medium-term plans, and all relevant matters, the Directors are confident that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. They have therefore continued to adopt the going concern basis in preparing the financial statements. The principal risks and uncertainties faced by the Group are disclosed in the Risk Report above. 34 20358-04888COM FRONT.indd 34 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 www.888holdingsplc.com Directors’ Remuneration Report In accordance with the Listing Rules, the Company presents its report on the remuneration of its Directors for the year ended 31 December 2010. The Company is incorporated in Gibraltar and, therefore, is not required to comply with the Directors’ Remuneration Report requirements in Schedule 8 to the UK Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, but has chosen to prepare this Remuneration Report on the basis of those requirements, as appropriate. The report sets out the structure and details of the remuneration of the Directors for the year ended 31 December 2010. It also describes the Board’s policy and approach to the Principles of Good Governance relating to Directors’ remuneration. BDO LLP and BDO Limited have audited the sections headed ‘Directors’ Remuneration Summary’ and ‘Directors’ Interests in Share Awards and Share Options’. Remuneration Policy Executive Directors Remuneration packages must be sufficient to attract, retain and motivate Directors of the calibre appropriate to a global business in a competitive environment. The Remuneration Committee is mindful that most of the Group’s competitors are not UK listed companies and acknowledges the unique risk profile associated with online businesses of the nature of the Group’s, and takes these matters into account in determining appropriate remuneration levels. The components of the remuneration structure are set out below. At least half of the total potential remuneration of the Chief Executive Officer and the Chief Financial Officer is represented by a variable element, dependent on the performance of the Group. The Remuneration Committee considers that these represent achievable and motivational levels of personal rewards commensurate with stipulated A resolution to approve the Directors’ Remuneration Report levels of corporate performance. is proposed, annually, to shareholders for approval. This Remuneration Report will be put to shareholder vote at the 2011 Annual General Meeting. Remuneration Committee The Remuneration Committee consists solely of independent Non-executive Directors, currently Brian Mattingley (Chair), Michael Constantine and Amos Pickel. Details of attendances at Committee meetings are contained in the statement on Corporate Governance on page 31. The Remuneration Committee has formal terms of reference (which are available on request in writing to the Company Secretary and on the Company’s website, www.888holdingsplc.com). Independent advice The Board intends that executive remuneration policies The Remuneration Committee is mandated by the Board to satisfy itself that the level of the Directors’ and senior management’s remuneration is appropriate, having regard to pay and conditions throughout the sectors in which the Group operates. It will further satisfy itself that such remuneration aligns with the risks and rewards to shareholders. In this context the Remuneration Committee will regularly review individual and corporate performance targets. In the current economic climate, executive leadership is more important than ever. The Remuneration Committee will continue to use careful and rigorous judgement to match remuneration to achievements. The Remuneration Committee applies a remuneration policy which has at its core the following objectives: be both formal and transparent. It further acknowledges l to align the interests of executives with those of the importance of taking into consideration independent shareholders advice in setting remuneration policies and benefit levels. In 2010, the Remuneration Committee took advice from KPMG l to focus on top-line growth and margin improvement l to link a significant proportion of remuneration to Somekh Chaikin with regard to the structuring of awards under the share option plans as well as from Hewitt New financial and individual performance, both in the short term and long term Bridge Street with regard to the appropriate amount and l to provide strong linkage between remuneration and terms for future awards to the Executive Directors together performance with guidance on overall compensation packages. l to ensure total remuneration is market-competitive in the industry and helps attract and retain executives of the highest calibre. 35 20358-04888COM FRONT.indd 35 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 888 Holdings plc Annual Report & Accounts 2010 Directors’ Remuneration Report It is the Company’s policy to take into account the pay and conditions of employees throughout the Group when determining Directors’ remuneration. non-executive Directors The Chairman and the Non-executive Directors receive fees only, and are not eligible to participate in any bonus plan, pension plan, share plan, or long-term incentive plan of the Company. The Chairman and the Executive Directors determine the fees paid to the Non-executive Directors. The Chairman’s fees are determined by the Remuneration Committee. Fees paid to the Non-executive Directors are set by reference to an assessment of the time commitment and annual Cash Bonus Gigi Levy and Aviad Kobrine are entitled to an annual cash bonus of up to 120% of annualised salary, subject to the achievement of pre-determined targets. The Remuneration Committee sets bonus targets and levels of eligibility each year. For the 2010 financial year, the performance target was 20% growth in revenue compared to 2009 and provided that the adjusted EBITDA margin for 2009 was maintained. The payout levels were set at 50% of base salary for 80% performance, increasing on a linear basis up to 100% where targets were fully satisfied. In the event that revenue growth exceeded 20%, the percentage bonus entitlement increased by 4% for every 1% additional revenue growth, up to a maximum bonus entitlement of 120%. Since the performance targets were not met for the 2010 financial responsibility associated with each role. Levels take account year, no bonus is payable with respect to this year. of additional demands placed upon individual Non-executive Directors by virtue of their holding particular offices, such as Committee Chairman and/or Deputy Chairman, and travel time to Board meetings at the Group’s headquarters in Gibraltar. The fees paid to each Non-executive Director during 2010 are disclosed in the Directors’ remuneration summary on page 38. Remuneration Structure Base Salary and Benefits The Executive Directors’ base salaries are subject to annual review. Given market conditions, there was a salary review in Pensions Gigi Levy and Aviad Kobrine are each entitled to a cash payment in lieu of an annual contribution to their personal pension schemes of 15% of their respective base salaries. Long-term Incentives The Company has two employee share incentive plans: (i) the 888 All-Employee Share Plan, and (ii) the 888 Long- Term Incentive Plan. The Company currently only grants awards under the 888 All Employee Plan. 2010, with a decision not to increase salaries. Furthermore, Performance-dependent options and awards were the executive Directors voluntarily deferred payment of 10% of their respective salaries commencing from May 2010 to year end; the deferred amounts may be ultimately paid. Subject to the foregoing, Gigi Levy’s salary for 2010 was maintained at USD756,000, and Aviad Kobrine’s salary for 2010 was maintained at GBP285,000*. Benefits provided to executive Directors include a car (in the case of Gigi Levy) granted under the 888 All-Employee Share Plan to the Executive Directors on 14 September 2006, 30 April 2007 and 8 April 2008. In addition on 14 January 2009 an award was made to the Executive Directors in lieu of their waiver of a part of their annual cash bonus. Details of these awards and options are set out on pages 39 to 40. Other than the award in lieu of cash bonus no equity awards have been and a car allowance (in the case of Aviad Kobrine) and made to Executive Directors since April 2008. health, disability and life insurance. * Part of which is paid by the Company and part by Cassava Enterprises (Gibraltar) Limited. 888 all-Employee Share Plan All employees, exclusive consultants and Executive Directors of the Group who are not within six months of their normal retirement age are eligible to participate in the 888 All- Employee Share Plan at the discretion of the Remuneration Committee. 36 20358-04888COM FRONT.indd 36 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 www.888holdingsplc.com Awards under the 888 All-Employee Share Plan can either be granted for no consideration (or with a nil exercise price Employee trusts The Company established two Trusts to further the for options) or at an exercise price that will normally be no less than the market value of an ordinary share at the time of grant or average share price during a period as determined by the Remuneration Committee at time of grant. In countries where an award or option involving real shares is not appropriate or feasible for legal, regulatory or tax reasons, a phantom award may be used. The maximum number of ordinary shares that an eligible employee may acquire pursuant to share awards or options interests of the Company, its subsidiaries and shareholders by providing share incentives to employees (including Executive Directors) of any Group Company to enable the Group to attract, retain and motivate employees. The 888 IPO Share Award Trust and the 888 Holdings plc Share Plan Trust were created pursuant to Trust Deeds dated 14 September 2005. The 888 IPO Share Award Trust was terminated on 17 August 2010. The 888 Holdings plc Share Plan Trust currently holds 46,432 ordinary shares in granted to him in any calendar year under the 888 All- the Company. Employee Share Plan and the 888 Long-term Incentive Plan may not have an aggregate market value, as measured at the date of grant, exceeding 200% of his annual base salary or such higher limit as the Remuneration Committee may determine is appropriate in any individual case. Awards vest over a fixed period of up to four years. The Remuneration Committee may determine that the vesting and release or exercise of share awards and options under the 888 All Director appointments — Service Contracts and Directors’ Fees Executive Directors It is the Company’s policy that each Executive Director’s service agreement is terminable on no more than 12 months’ written notice by either party. Each Executive Director’s employment can be terminated by making a payment equal Employee Share Plan are subject to performance conditions to the salary and pension contributions and the value of imposed at the time of grant. 888 Long-term Incentive Plan All employees and Executive Directors of the Group who are not within six months of their normal retirement age are eligible to participate in the 888 Long-Term Incentive Plan at the discretion of the Remuneration Committee. As at the date of this report, no awards have been granted pursuant to the 888 Long-Term Incentive Plan. As set out above, 888 has given Long-Term Incentive Awards to Executive Directors under the 888 All Employee Plan. Scheme Limits Awards and options granted under the 888 All-Employee Share Plan and the 888 Long-term Incentive Plan may be satisfied through the issue of new shares. It is intended that grants of options and awards are to be planned so as not to exceed 5% of the issued ordinary share capital in any other contractual benefits due to the Executive Director in lieu of any unexpired notice period. The Executive Directors continue to be entitled to be paid a bonus during any unexpired part of the notice period even if the employment is terminated by making payment in lieu of notice. Share Awards granted under the 888 All-Employee Share Plan to Aviad Kobrine pursuant to his service agreement, on 15 January 2008 and 14 January 2009, continue to vest during any unexpired part of the notice period and he shall be treated as a ‘good leaver’ under the terms of the 888 All-Employee Share Plan where his employment has been terminated by making a payment in lieu of notice. No other benefits upon termination of employment are payable. An Executive Director’s entitlement to share awards and share options under the 888 All Employee Plan on termination of employment will be governed by the terms of that plan (and in the case of the initial awards made to Gigi Levy and Aviad Kobrine by the relevant provisions of their service rolling ten year period for the 888 Long-term Incentive Plan, agreements) as set out above. and 10% of the issued ordinary share capital in any rolling ten year period for the 888 All-Employee Share Plan and the 888 Long-Term Incentive Plan, in the aggregate. The Committee intends to have regard to appropriate annual flow-rates so as to ensure that these limits are not breached. 20358-04888COM FRONT.indd 37 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 37 888 Holdings plc Annual Report & Accounts 2010 Remuneration Report Name Gigi Levy Aviad Kobrine Aviad Kobrine Position Chief Executive Officer Chief Financial Officer Chief Financial Officer 1 Wholly owned subsidiary of the Company. Contracting Party The Company The Company Cassava Enterprises (Gibraltar) Limited1 Service Contract/ Letter of Appointment Date 18/6/2006 14/9/2005 14/9/2005 Chairman and non-executive Directors The Chairman and the Non-executive Directors do not have service contracts but have signed Letters of Appointment. Non-executive Directors’ appointments, which are for a term of three years, may be terminated by the Company without notice in accordance with the Company’s Articles of Association and the Gibraltar Companies Act, except for the Chairman who is required to be given six months’ prior written notice of termination. No compensation is payable on the termination of the appointment. Name Richard Kilsby Brian Mattingley Position Chairman Deputy Chairman John Anderson Non-executive Director Michael Constantine Non-executive Director Amos Pickel Non-executive Director Contracting Party Service Contract Date The Company The Company The Company The Company The Company 14/3/2009 14/3/2009 14/3/2009 14/3/2009 14/3/2009 Directors’ Remuneration Summary The cash emoluments or fees received by the Directors for 2010 are shown below: Base salary/ fees US$ ‘0001 Bonus US$ ‘0001 Benefits US$ ‘000 Executive Gigi Levy Aviad Kobrine2 Non-executive Richard Kilsby Brian Mattingley Michel Constantine John Anderson Amos Pickel Total 815 411 340 136 102 119 102 2,025 Pensions Allowance US$ ‘0003 105 62 38 37 17 92 167 Total 2010 US$ ‘000 Total 2009 US$ ‘000 958 510 357 136 102 119 102 2,284 1,168 732 362 138 104 121 104 2,729 1 Where Directors’ remuneration is denominated in Sterling, amounts have been converted into US$ at the average rate of exchange for the relevant month. 2 Part of Mr. Kobrine’s remuneration is paid by one of his employers, Cassava Enterprises (Gibraltar) Limited, a wholly owned subsidiary of the Company. 3 In 2009 Pension allowance amounted to US$113,000 for Gigi Levy and US$67,000 for Aviad Kobrine. 38 20358-04888COM FRONT.indd 38 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 www.888holdingsplc.com Directors’ Interests in Ordinary Shares The notified interests of Executive and Non-executive Directors in the issued share capital of the Company are: Executive Gigi Levy Aviad Kobrine Non-executive Richard Kilsby Brian Mattingley Michel Constantine John Anderson Amos Pickel Ordinary Shares 31 December 31 December 2009 2010 2,318,345 443,183 1,912,999 443,183 114,285 142,857 22,857 588,869 — 114,285 142,857 22,857 588,869 — Unless where stated, all interests were held beneficially. Directors’ Interests in Share awards & Share Options The number of shares subject to Share Awards or Share Options granted to the Executive Directors and outstanding as at 31 December 2010 is set out below: Earliest Exercise exercise/ period Awards Market price at Awards Date of vesting end Exercise at 31 Dec Awarded Vested in vesting Lapsed in at 31 Dec award date date price 2009 2010 2010 date 2010 2010 Gigi Levy1 888 All Employee share plan2,4 888 All Employee Share Plan2,6,7 888 All Employee Share Plan2 14/09/06 18/06/10 14/09/06 14/04/10 14/09/06 18/06/10 08/04/08 18/04/10 08/04/08 18/04/11 08/04/08 08/04/12 14/01/09 14/01/09 14/01/10 14/07/10 14/01/09 13/01/12 n/a n/a n/a n/a n/a n/a n/a n/a n/a £ nil 337,097 £ nil £ nil 145,787 138,845 £ nil £ nil £ nil £ nil £ nil £ nil 167,351 167,351 167,352 42,000 26,250 10,500 (337,097) 103.00p (42,000) (26,250) (145,787) (138,845) (167,351) — — — — 167,351 167,352 — — 10,500 20358-04888COM FRONT.indd 39 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 39 888 Holdings plc Annual Report & Accounts 2010 Remuneration Report Earliest Exercise exercise/ period Awards Market price at Awards Date of vesting end Exercise at 31 Dec Awarded Vested in vesting Lapsed in at 31 Dec award date date price 2009 2010 2010 date 2010 2010 Aviad Kobrine 888 All Employee Share Plan3,6,7 888 All Employee Share Plan3,6,7 888 All Employee Share Plan3 888 All Employee Share Plan3 14/09/06 14/04/10 14/09/16 14/09/06 14/04/10 14/09/16 £ nil £ nil 39,050 47,728 30/04/07 14/04/10 30/04/17 30/04/07 14/04/10 30/04/17 15/01/08 15/01/10 15/01/18 15/01/08 15/01/11 15/01/18 15/01/08 15/01/12 15/01/18 15/01/08 15/01/10 15/01/18 15/01/08 15/01/11 15/01/18 15/01/08 15/01/12 15/01/18 14/01/09 14/01/10 14/01/19 14/01/09 14/07/10 14/01/19 14/01/09 13/01/12 14/01/19 £ nil £ nil £ nil £ nil £ nil £ nil £ nil £ nil £ nil £ nil £ nil 4,772 3,905 7,500 7,500 7,500 42,500 42,500 42,500 28,500 17,813 7,126 (39,050) (47,728) (4,772) (3,905) — — — — (7,500) 112.3p — (42,500) 112.3p (28,500) 111p (17,813) 42.25p — 7,500 7,500 — 42,500 42,500 — — 7,126 All awards were made through the 888 All-Employee Share Plan during the year. 1 Date of appointment, being 18 June 2006, for Gigi Levy. 2 Awarded as a share award. 3 Awarded as a nil cost option. 4 This award was granted pursuant to Gigi Levy’s service agreement. This award was granted to Gigi Levy upon his recruitment as a one-off award to secure his appointment. 5 This award was made in addition to the annual cash bonus noted on page 36, subject to the annual cash bonus criteria being met. 6 Vesting subject to performance conditions, as described on pages 36 and 37. 7 The performance conditions were partly or not met with respect to the portion of the award capable of vesting in 2010. The closing price of one ordinary share was 55p at 31 December 2010. The highest closing price during 2010 was 120p and the lowest was 36p. No Director was materially interested during the year in any contract which was significant in relation to the business of the Company. The parts of the directors’ remuneration report from Directors’ Remuneration Summary to this point have been audited in accordance with Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. 40 20358-04888COM FRONT.indd 40 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:50 www.888holdingsplc.com total shareholder return The chart below shows the value of an investment of £100 Sterling in the Company’s shares and in the FTSE 250 Index from admission to 31 December 2010. The Directors have chosen the FTSE 250 Index as the most appropriate comparator index as the Company was a constituent member until October 2006 and was reincluded in that index from February 2008. VALUE OF £100 STERLING IN 888 Since IPO v. FTSE All Share 160 140 120 100 80 60 40 20 0 5 0 0 2 / 9 0 / 9 2 5 0 0 2 / 0 1 / 9 2 5 0 0 2 / 1 1 / 9 2 5 0 0 2 / 2 1 / 9 2 6 0 0 2 / 1 0 / 9 2 6 0 0 2 / 2 0 / 8 2 6 0 0 2 / 3 0 / 1 3 6 0 0 2 / 4 0 / 0 3 6 0 0 2 / 5 0 / 1 3 6 0 0 2 / 6 0 / 0 3 6 0 0 2 / 7 0 / 1 3 6 0 0 2 / 8 0 / 1 3 6 0 0 2 / 9 0 / 0 3 6 0 0 2 / 0 1 / 1 3 6 0 0 2 / 1 1 / 0 3 6 0 0 2 / 2 1 / 1 3 7 0 0 2 / 2 0 / 8 2 7 0 0 2 / 1 0 / 1 3 7 0 0 2 / 3 0 / 1 3 7 0 0 2 / 4 0 / 0 3 7 0 0 2 / 5 0 / 1 3 7 0 0 2 / 6 0 / 0 3 7 0 0 2 / 7 0 / 1 3 7 0 0 2 / 8 0 / 1 3 7 0 0 2 / 9 0 / 0 3 7 0 0 2 / 0 1 / 1 3 7 0 0 2 / 1 1 / 0 3 7 0 0 2 / 2 1 / 1 3 8 0 0 2 / 1 0 / 1 3 8 0 0 2 / 2 0 / 9 2 8 0 0 2 / 3 0 / 1 3 8 0 0 2 / 4 0 / 0 3 8 0 0 2 / 5 0 / 1 3 8 0 0 2 / 6 0 / 0 3 8 0 0 2 / 7 0 / 1 3 8 0 0 2 / 8 0 / 1 3 8 0 0 2 / 9 0 / 0 3 8 0 0 2 / 0 1 / 1 3 8 0 0 2 / 1 1 / 0 3 8 0 0 2 / 2 1 / 1 3 9 0 0 2 / 2 0 / 8 2 9 0 0 2 / 1 0 / 1 3 9 0 0 2 / 3 0 / 1 3 9 0 0 2 / 4 0 / 0 3 9 0 0 2 / 5 0 / 1 3 9 0 0 2 / 6 0 / 0 3 9 0 0 2 / 7 0 / 1 3 9 0 0 2 / 8 0 / 1 3 9 0 0 2 / 9 0 / 0 3 9 0 0 2 / 0 1 / 1 3 9 0 0 2 / 1 1 / 0 3 9 0 0 2 / 2 1 / 1 3 0 1 0 2 / 2 0 / 8 2 0 1 0 2 / 1 0 / 1 3 0 1 0 2 / 3 0 / 1 3 0 1 0 2 / 4 0 / 0 3 0 1 0 2 / 5 0 / 1 3 0 1 0 2 / 6 0 / 0 3 0 1 0 2 / 7 0 / 1 3 0 1 0 2 / 8 0 / 1 3 0 1 0 2 / 9 0 / 0 3 0 1 0 2 / 0 1 / 1 3 0 1 0 2 / 1 1 / 0 3 0 1 0 2 / 2 1 / 1 3 888 FTSE All Share approval This report was approved by the Board and signed on its behalf by: Brian Mattingley Chairman of the Remuneration Committee 20358-04888COM FRONT.indd 41 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:52 41 888 Holdings plc Annual Report & Accounts 2010 Directors’ Report The Directors submit to the members their Annual Except as noted above, none of the Directors had any interests Report and Accounts of the Group for the year ended in the shares of the Company or in any material contract or 31 December 2010. The report on Corporate Governance arrangement with the Company or any of its subsidiaries. and the Directors’ Remuneration Report on pages 31 and 35 respectively, form part of this Directors’ Report. Commencing as of the 2011 AGM, it is proposed that all Principal activities During 2010 the Group’s principal activities were the provision of online gaming entertainment to customers and business partners. A review of the business is given in the Chairman’s statement on pages 2 to 3, the Chief Executive’s Directors will retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election on an annual basis. Share Capital Changes in the Company’s share capital during the financial Review on pages 4 to 7 and the Enhanced Business Review year are given in the Consolidated Statement of Changes in on pages 8 to 23. The principal subsidiary undertakings are listed on page 74. Results The Group’s Profit before tax for the financial year Equity. As at 31 December 2010, the Company’s issued share capital comprised 345,429,509 ordinary shares of 0.005p each. Rights attaching to Ordinary Shares The rights and obligations attaching to Ordinary Shares are set out in the Company’s Articles of Association. Holders of (excluding share benefit charges of US$2.3 million and ordinary shares are entitled to attend and speak at general restructuring costs of US$2.2 million) of US$15.1 million is meetings of the Company, to appoint one or more proxies reported in the Consolidated Income Statement on page 47. and to exercise voting rights. Holders of ordinary shares The Directors do not recommend a dividend in respect of may receive a dividend and on liquidation may share in the financial year. the assets of the Company. Holders of ordinary shares are entitled to receive the Company’s Annual Report. Subject Directors and their Interests Biographical details of the current Board of Directors are to meeting certain thresholds, holders of Ordinary Shares may requisition a general meeting of the Company or the shown on page 30. The Directors who served during the proposal of resolutions at general meetings. year are shown below: Richard Kilsby (appointed 30 August 2005 and Deadlines for Exercising voting Rights Electronic and paper proxy appointment and voting reappointed 21 May 2008 and 26 May 2010) instructions must be received by the Company’s Registrars Gigi Levy (appointed 18 June 2006 and reappointed not later than 48 hours before a general meeting. 30 May 2007 and 26 May 2010) Aviad Kobrine (appointed 30 August 2005 and reappointed 21 May 2008) Brian Mattingley (appointed 30 August 2005 and reappointed 20 May 2009) Restrictions on transfer of Shares and Limitations on Holdings There are no restrictions on transfer or limitations on the holding of ordinary shares other than under restrictions John Anderson (appointed 30 August 2005 and imposed by law or regulation (for example, insider trading reappointed 30 May 2007 and 26 May 2010) laws) or pursuant to the Company’s share dealing code. Michael Constantine (appointed 30 August 2005 and reappointed 20 May 2009) Amos Pickel (appointed 14 March 2006 and reappointed 20 May 2009). The beneficial and non-beneficial interests of the Directors in shares of the Company are set out in the Directors’ Remuneration Report on pages 35 to 41. 42 20358-04888COM FRONT.indd 42 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:52 www.888holdingsplc.com Substantial Shareholdings As at 31 December 2010 the Company had been notified of the following interests in 3% or more of its share capital: Principle Shareholder Trust E Shaked Shares Trust O Shaked Shares Trust Ben-Yitzhak Family Shares Trust Number of % issued shares share capital 86,283,534 86,283,534 37,122,358 24.98 24.98 10.74 Shareholder agreements and Consent Requirements There are no known arrangements under which financial rights are held by a person other than the holder of they collectively hold not less than 7.5% of the issued share capital of 888, and in respect of the Ben-Yitzhak Family Shares Trust whilst it individually holds not less than 7.5% of the issued share capital of 888. the shares. A Relationship Agreement governing the relationship between the above Principal Shareholder Trusts and the Company was entered into in connection with the Company’s flotation. The Relationship Agreement provides that all transactions between the Group and the Principal Shareholder Trusts will be on a normal business basis, that the Group will be allowed to carry on business independently of them and that the Principal Shareholder Trusts will not cause the Company to contravene the Change of Control Other than the Group’s gaming licences where change of control is subject to prior consent, and the Wink earn out amendment announcement in March 2011, there are no contracts to which the Group is a party which would allow the counterparty to terminate or alter those contractual arrangements in the event of a change of control of the Group. Charitable Contributions Contributions for charitable purposes were made during the Combined Code unless required by law or as contemplated year amounting to US$223,075 (2009: US$124,799). in the Relationship Agreement. It further provides that each of the Principal Shareholder Trusts will not solicit Group employees without consent, that only Independent Directors can vote on proposals to amend the Relationship Directors’ Responsibility Statement The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any Agreement, that the Principal Shareholder Trusts will consult time the financial position of the Company, for safeguarding the Group prior to disposing of a significant number of shares in order to maintain an orderly market and shall not disclose confidential information unless required to do so by law or relevant regulation or having first received the Company’s consent. The Relationship Agreement also the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a Directors’ report which complies with the Gibraltar Companies (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the includes restrictions on the Principal Shareholder Trusts Gibraltar Companies Act. power to appoint Directors and includes obligations on the trusts to ensure that the majority of the Board, excluding the Financial statements are published on the Group’s website Chairman, is independent. The Principal Shareholder Trusts can nominate a Non-executive Director for appointment to the Board. In the event that this right is exercised and it results in fewer than half the Board (excluding the Chairman of the Board) being Independent Directors, such appointment shall only become effective upon the appointment to the Board of an additional Independent Director acceptable to the Nominations Committee. Such restrictions and obligations apply in respect of the E Shaked Shares Trust and O Shaked Shares Trust whilst in accordance with legislation in the UK governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. 43 20358-04888COM FRONT.indd 43 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:52 888 Holdings plc Annual Report & Accounts 2010 Directors’ Report The Directors are responsible for preparing the Annual We confirm, to the best of our knowledge: Report and the financial statements. The Directors are required to prepare financial statements for the Group (a) the financial statements, prepared in accordance in accordance with International Financial Reporting with International Financial Reporting Standards as Standards (IFRSs) and have also chosen to prepare financial adopted by the EU, give a true and fair view of the statements for the Company in accordance with IFRSs. assets, liabilities, financial position and profit or loss Corporate Governance The Corporate Governance Statement is on pages 31 to 34 of the Group and the undertakings included in the consolidation taken as a whole; and and is incorporated in this Directors’ Report by reference. (b) the Enhanced Business Review’, includes a fair review of Group and Parent Company Financial Statements Company law requires the Directors to prepare financial the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that statements in accordance with the Gibraltar Companies they face. (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act. auditors A resolution for the reappointment of BDO LLP and BDO International Accounting Standard 1 requires that financial Limited as auditors of the Company will be proposed at the statements present fairly for each financial year the Group 2011 Annual General Meeting. and Company’s financial position, financial performance and cash flows. This requires the faithful representation of During the year ended 31 December 2010 BDO LLP were the effects of transactions, other events and conditions in appointed auditors for the purposes of the Company accordance with the definitions and recognition criteria preparing financial statements as required pursuant to for assets, liabilities, income and expenses set out in the the Listing Rules of the UK Listing Authority. BDO Limited International Accounting Standards Board’s ‘Framework for have been appointed to act as auditors for the purposes the preparation and presentation of financial statements’. of issuing an audit report pursuant to Section 10 of the In virtually all circumstances, a fair presentation will be Gibraltar Companies (Accounts) Act 1999 to be filed with achieved by compliance with all applicable IFRSs. A fair the Gibraltar Companies Registry. On behalf of the Board: presentation also requires the Directors to: l consistently select and apply appropriate accounting policies; l present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and l provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable members to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. Gigi Levy Chief Executive Officer 31 March 2011 44 20358-04888COM FRONT.indd 44 20358-04 14/04/2011 Proof 9 14/04/2011 16:49:52 www.888holdingsplc.com Independent Auditors’ Report to the members of 888 Holdings plc We have audited the financial statements of 888 Holdings We report to you our opinion as to whether the financial plc for the year ended 31 December 2010 which comprise statements give a true and fair view and whether the the Consolidated income statement, the Consolidated and financial statements have been properly prepared in Company Balance Sheet, the Consolidated and Company accordance with the Gibraltar Companies (Consolidated statements of changes in equity, the Consolidated Accounts) Act 1999, the Gibraltar Companies (Accounts) Statement of Comprehensive Income, the Consolidated and Act 1999 and the Gibraltar Companies Act 1930 (as Company statement of cash flows and the related notes. amended), and the part of the Remuneration Report to be The financial reporting framework that has been applied audited has been properly prepared in accordance with in their preparation is applicable law and International Section 421 of the UK Companies Act 2006. We also report Financial Reporting Standards (IFRSs) as adopted by the to you whether in our opinion, the information disclosed European Union. in the Directors’ Report is consistent with the financial statements, if the Company has not kept proper accounting This report is made solely to the Company’s members, as a records, if we have not received all the information and body, in accordance with our engagement letter. Our audit explanations we require for our audit, or if information work has been undertaken so that we might state to the specified by the Listing Rules and Gibraltar legislation Company’s members those matters we are required to state regarding Directors’ remuneration and other transactions is to them in an auditor’s report and for no other purpose. not disclosed. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, Scope of the audit of the financial statements A description of the scope of an audit of financial for this report, or for the opinions we have formed. statements is provided on the APB’s website at www.frc.org. Respective responsibilities of Directors and auditors As explained more fully in the Directors’ Report, the Directors are responsible for the preparation of the financial uk/apb/scope/private.cfm. Opinion on financial statements In our opinion: statements and for being satisfied that they give a true l the financial statements give a true and fair view of and fair view. Our responsibility is to audit and express an the state of the Group’s and the Company’s affairs as opinion on the financial statements in accordance with 31 December 2010 and of the Group’s profit for the year applicable law and International Standards on Auditing (UK then ended; and Ireland). Those standards require us to comply with the l the Group and parent Company financial statements Auditing Practices Board’s (APB’s) Ethical Standards for have been properly prepared in accordance with IFRSs Auditors. 888 Holdings Plc has complied with the requirements of as adopted by the European Union; l the financial statements have been properly prepared in accordance with the Gibraltar Companies (Consolidated rules 9.8.6 and 9.8.8 of the Listing Rules of the UK Financial Accounts) Act 1999, the Gibraltar Companies (Accounts) Services Authority and in accordance with Section 421 of Act 1999 and the Gibraltar Companies Act 1930 (as the UK Companies Act 2006 in preparing its Annual Report, amended); as if it was incorporated in the United Kingdom. As auditors, l the part of the Directors’ remuneration report to be we have agreed that our responsibilities in relation to the audited has been properly prepared in accordance with Annual Report will be those as set out below. Section 421 of the Companies Act 2006; 20358-04888COM BACK.indd 45 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:24 45 888 Holdings plc Annual Report & Accounts 2010 Independent Auditors’ Report to the members of 888 Holdings plc Emphasis of Matter — Regulatory Issues In forming our opinion, which is not qualified, we have considered the adequacy of, and draw attention to, the disclosures made in note 26(d) to the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following: concerning the residual risk of an adverse impact arising Under Gibraltar legal and regulatory requirements we are from the Group having had customers in the US prior to required to report to you if, in our opinion: the enactment of the Unlawful Internet Gambling Enforcement Act. l the Company has not kept proper accounting records, if we have not received all the information and Note 26(d) includes a statement that the Board has not been explanations we require for our audit, or if information able to identify reliably at this stage what, if any, liability may specified by law regarding directors’ remuneration and arise and accordingly no provision has been made. other transactions is not disclosed. Opinion on other matters prescribed by legal and regulatory requirements In our opinion information given in the Directors’ Report for the financial year 31 December 2010 for which the financial statements are prepared is consistent with the financial statements. Under the Listing Rules we are required to review: l the Directors’ statement, in relation to going concern; l the part of the corporate governance statement relating to the Company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review; and l certain elements of the report to shareholders by the Board on Directors’ remuneration. BDO LLP Chartered Accountants 55 Baker Street London W1U 7EU 31 March 2011 Desiree McHard (Statutory Auditor) For and on behalf of BDO Limited Registered Auditors PO Box 1200 Montagu Pavilion 8–10 Queensway Gibraltar 31 March 2011 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). BDO Limited, a Gibraltar limited company, is registered in Gibraltar with company number 52200. 46 20358-04888COM BACK.indd 46 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:24 www.888holdingsplc.com Consolidated Income Statement For the year ended 31 December 2010 Revenue Operating expenses Research and development expenses Selling and marketing expenses Administrative expenses Operating profit before share benefit charges and restructuring costs Restructuring costs Share benefit charges Operating profit Finance income Finance expenses Share of post tax profit of equity accounted joint ventures Profit before tax before share benefit charges and restructuring costs Restructuring costs Share benefit charges Profit before tax Taxation Profit after tax for the year attributable to equity holders of the parent Note 3 4 5 13 22 7 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 262,113 112,145 22,356 91,501 24,622 16,017 2,219 2,309 11,489 197 (1,141) 19 15,092 2,219 2,309 10,564 2,701 7,863 US$‘000 246,703 98,360 24,164 67,329 29,510 34,352 — 7,012 27,340 633 (407) — 34,578 — 7,012 27,566 2,733 24,833 Earnings per share Basic Diluted The notes on pages 51 to 82 form part of these financial statements. Note 8 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 US$‘000 2.3¢ 2.3¢ 7.2¢ 7.1¢ 47 20358-04888COM BACK.indd 47 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:24 888 Holdings plc Annual Report & Accounts 2010 Consolidated Balance Sheet At 31 December 2010 Assets Non-current assets Intangible assets Property, plant and equipment Investment in equity accounted joint ventures Available for sale investment Deferred taxes Current assets Cash and cash equivalents Trade and other receivables Total assets Equity and liabilities Equity attributable to equity holders of the parent Share capital Share premium Capital Redemption Reserve Retained earnings Total equity attributable to equity holders of the parent Liabilities Current liabilities Trade and other payables Liabilities to customers Contingent consideration Non-current liabilities Contingent consideration Total liabilities Total equity and liabilities Note 11 12 13 14 15 16 17 18 19 20 31 December 31 December 2009 2010 US$‘000 US$‘000 70,832 20,984 — — 797 92,613 87,511 21,208 108,719 201,332 3,152 65 — 117,883 121,100 38,851 37,570 — 76,421 3,811 80,232 201,332 162,291 21,547 1,297 175 586 185,896 61,520 24,344 85,864 271,760 3,145 65 24 113,716 116,950 37,814 34,725 78,033 150,572 4,238 154,810 271,760 The financial statements on pages 47 to 82 were approved and authorised for issue by the Board of Directors on 31 March 2011 and were signed on its behalf by: Gigi Levy Chief Executive Officer Aviad Kobrine Chief Financial Officer The notes on pages 51 to 82 form part of these financial statements. 48 20358-04888COM BACK.indd 48 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:24 www.888holdingsplc.com Consolidated Statement of Changes in Equity For the year ended 31 December 2010 Capital Available- Share Share redemption capital premium reserve US$’000 3,115 US$’000 65 US$’000 — for-sale reserve US$’000 (536) Retained earnings US$’000 108,716 Total US$’000 111,360 Balance at 1 January 2009 Dividend paid Issue of shares Share benefit charges Total comprehensive income for the period Balance at 1 January 2010 Dividend paid Share buy back Share benefit charges Issue of shares Total comprehensive income for the period — 37 — — 3,152 — (24) — 17 — Balance at 31 December 2010 3,145 — — — — 65 — — — — — 65 — — — — — — 24 — — — 24 — — — 536 — — — — — — — (22,445) (22,445) (37) 7,012 24,637 117,883 (10,491) (3,465) 2,309 (17) 7,497 — 7,012 25,173 121,100 (10,491) (3,465) 2,309 — 7,497 113,716 116,950 The following describes the nature and purpose of each reserve within equity. Share capital — represents the nominal value of shares allotted, called-up and fully paid for. Share premium — represents the amount subscribed for share capital in excess of nominal value. Capital redemption reserve — represents amounts transferred from the share capital reserve following the buy back and cancellation of equity shares. Available-for-sale reserve — represents the gain or loss arising from a change in the fair value of an available-for-sale financial assets. Retained earnings — represents the cumulative net gains and losses recognized in the consolidated income statement. Consolidated Statement of Comprehensive Income For the year ended 31 December 2010 Profit for the year Valuation gain of available-for-sale investments Actuarial losses on defined benefit pension plan Disposal of available for sale asset Total comprehensive income for the year attributable to equity holders of the parent 31 December 31 December 2009 2010 US$‘000 7,863 — (366) — 7,497 US$‘000 24,833 513 (196) 23 25,173 49 20358-04888COM BACK.indd 49 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:24 888 Holdings plc Annual Report & Accounts 2010 Consolidated Statement of Cash Flows For the year ended 31 December 2010 Year ended 31 December Year ended 31 December 2010 US$‘000 2010 US$‘000 2009 2009 US$‘000 US$‘000 Cash flows from operating activities: Profit before income tax Adjustments for: Depreciation Amortization Interest received Interest expense Share of post Tax profit of equity accounted joint ventures Share benefit charges Decrease (increase) in trade receivables Decrease (increase) in other accounts receivables Decrease in trade payables Increase (decrease) in liabilities to customers Increase in other accounts payables Cash generated from operations Income tax paid Net cash generated from operating activities Cash flows from investing activities Acquisition of Mytopia (see Note 10) Acquisition of assets comprising the online Wink bingo business (See note 10) Purchase of property, plant and equipment Investment in equity accounted joint ventures Available-for-sale investments Interest received Proceeds from disposal of available-for-sale assets Acquisition of intangible assets Internally generated intangible assets Net cash used in investing activities Cash flows from financing activities Share buy-back Dividends paid Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year The notes on pages 51 to 82 form part of these financial statements. 10,564 8,480 3,796 (197) 1,141 (19) 2,309 26,074 1,050 (3,393) (1,060) (2,845) 48 19,874 (3,659) (12,320) — (8,610) (1,131) (175) 197 — (341) (5,870) (3,465) (10,491) 27,566 7,044 1,458 (633) — — 7,012 42,447 (4,356) 1,715 (868) 3,681 2,964 45,583 (4,086) 16,215 41,497 — (18,052) (8,288) — — 633 732 (100) (4,910) (28,250) (29,985) — (22,445) (13,956) (25,991) 87,511 61,520 (22,445) (10,933) 98,444 87,511 50 20358-04888COM P50.indd 50 20358.04 14/04/2011 Proof 10 14/04/2011 18:40:45 www.888holdingsplc.com Notes to the Consolidated Financial Statements 1 General information Company description and activities 888 Holdings Public Limited Company (the ‘Company’) and its subsidiaries (together the ‘Group’) was founded in 1997 and originally operated as a holding Company domiciled in the British Virgin Islands. On 12 January 2000, the Company was continued in Antigua and Barbuda as a corporation under the International Business Corporation Act 1982 with registered number 12512. On 17 December 2003, the Company redomiciled in Gibraltar with the Company number 90099. On 4 October 2005, the Company listed on the London Stock Exchange. The Group is the owner of innovative proprietary software solutions providing a range of virtual online gaming services over the internet including Casino, Poker, Bingo, Sport and Games to end users and also provides these services through its business to business independent unit Dragonfish to business partners. In addition, the Group provides payment services, customer support and online advertising. Cassava Enterprises (Gibraltar) Limited and Brigend Limited (both subsidiaries) carried out the operations of the Group during the year, principally under the name www.888.com under the terms of the gaming licences issued in Gibraltar. Definitions In these financial statements: The Company 888 Holdings Public Limited Company. The Group 888 Holdings Public Limited Company and its subsidiaries. Subsidiaries Companies over which the Company has control (as defined in International Accounting Standard 27 ‘Consolidated and Separate Financial Statements’ and whose accounts are consolidated with those of the Company). Related parties As defined in International Accounting Standard 24 — ‘Related Party Disclosures’. 2 Significant accounting policies The significant accounting policies applied in the preparation of the financial statements are as follows: Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards, including International Accounting Standards (‘IAS’) and Interpretations, adopted by the International Accounting Standards Board (‘IASB’) and endorsed for use by companies listed on an EU regulated market. The significant accounting policies applied in the financial statements of the Group in the prior years are applied consistently in these financial statements. The financial statements are presented in thousands of US dollars (US$’000) because that is the currency the Group primarily operates in. The financial statements continue to be prepared on a going concern basis as explained in the Corporate Governance Report on pages 31 to 34. The consolidated financial statements comply with the Gibraltar Companies (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act. The following standards and interpretations, issued by the IASB or the International Financial Reporting Interpretations Committee (IFRIC), are effective from 1 January 2010 (current financial year) and have been adopted by the Group with no significant impact on its consolidated results or financial position. 51 20358-04888COM BACK.indd 51 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:24 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 2 Significant accounting policies continued IFRS 3 (revised) — Business combinations (effective for annual periods beginning on or after 1 July 2009). Amendments to IAS 27 — Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009). Amendment to IAS 39 Financial Instruments — Recognition and Measurement: Eligible Hedged Items. (effective for annual periods beginning on or after 1 July 2009). IFRIC 17 — Distributions of Non—cash Assets to Owners. (effective for annual periods beginning on or after 1 November 2009). IFRIC 18 — Transfer of Assets from Customers. (effective for annual periods beginning on or after 1 November 2009). The IASB 2009 annual improvement project includes further minor amendments to various accounting standards and is effective from various dates from 1 January 2010. IFRS 2 (amended) — Group Cash-settled Share-based Payment Transactions. (effective for annual periods beginning on or after 1 January 2010). The following standards and interpretations issued by the IASB or IFRIC have not been adopted by the Group as these were not effective for the year 2010. The Group is currently assessing the impact these standards and interpretations will have on the presentation of its consolidated results in future periods. IAS 32 (amendment) — Classification of Rights Issues. (effective for accounting periods beginning on or after 1 February 2010). Revised IAS 24 — Related Party Disclosures. (effective for accounting periods beginning on or after 1 January 2011). This revision will only impact disclosure and have no effect on the net assets or result of the Group. Amendments to IFRIC 14 (IAS 19) — Limit on a Defined Benefit Asset Minimum Funding Requirements and their Interaction (effective for accounting periods beginning on or after 1 January 2011). Amendments to IFRS 7 — Disclosures: Transfers of Financial Assets (effective for accounting periods beginning on or after 1 July 2011). This amendment has not yet been endorsed for use in the EU. Amendments to IAS 12 — Deferred Tax: Recovery of Underlying Assets (effective for accounting periods beginning on or after 1 January 2012). This amendment has not yet been endorsed for use in the EU. IFRS 9 Financial Instruments (effective for accounting periods beginning on or after 1 January 2013). IFRS 9 has not yet been endorsed for use in the EU. The IASB 2010 annual improvement to the IFRS’s project clarify the requirements of IFRSs and eliminate inconsistencies within and between Standards, further minor amendments to various accounting standards and is effective from various dates from 1 January 2011 onwards, but has not yet been endorsed for use in the EU. 52 20358-04888COM BACK.indd 52 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:24 www.888holdingsplc.com 2 Significant accounting policies continued The preparation of consolidated financial statements under IFRS requires the Group to make estimates and judgments that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Included in this note are accounting policies which cover areas that the Directors consider require estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. These policies together with references to the related notes to the financial statements can be found below: Taxation Contingent consideration Intangible assets Impairment of Goodwill and intangible assets Share-based payments Regulatory compliance and contingent liabilities Note 7 10 11 11 22 26 Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries are companies controlled by 888 Holdings Public Limited Company. Control exists where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date the parent gained control until such time as control ceases. The financial statements of the subsidiaries are included in the consolidated financial statements using the purchase method of accounting. On the date of the acquisition, the assets and liabilities of a subsidiary are measured at their fair values and any excess of the fair value of the consideration over the fair values of the identifiable net assets acquired is recognised as goodwill. Inter-Company transactions and balances are eliminated on consolidation. The financial statements of subsidiaries are prepared for the same reporting period as the Parent Company and using consistent accounting policies. Revenue Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised in the accounting periods in which the transactions occurred. Revenue consists of revenue from online gaming and revenue generated from processing customers’ cross currency deposits and withdrawals. It comprises: 20358-04888COM BACK.indd 53 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:24 53 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 2 Significant accounting policies continued Casino and Bingo Casino winnings that are the differences between the amounts of bets placed by customers less amounts won by customers. Poker Ring games: Rake, which is the commission charged from each winning hand played. Tournaments: Entry fees charged for participation in Poker tournaments are recognised when the tournament has concluded. Emerging Offerings Revenue from Emerging Offerings mainly comprise winnings from Sportsbook activity. Casino and Bingo winnings, revenues from the Poker business and Emerging Offerings are stated after deduction of certain bonuses granted to customers. B2B In the case of white label activity, revenue is the net commission charged. Foreign currency Monetary assets and liabilities denominated in non-US dollar currencies are translated into US dollar equivalents using year-end spot foreign exchange rates. Non-monetary assets and liabilities are translated using exchange rates prevailing at the dates of the transactions. Exchange rate differences on foreign currency transactions are included in administrative expenses. The results and financial position of all Group entities that have a functional currency different from US dollars are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; and (ii) income and expenses for each income statement are translated at an average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Taxation The tax expense represents tax payable for the year based on currently applicable tax rates. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base. It is accounted for using the balance sheet liability method. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/assets are settled/recovered. 54 20358-04888COM BACK.indd 54 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:24 www.888holdingsplc.com 2 Significant accounting policies continued Intangible assets Acquisitions Identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. The identified intangibles are amortised over the useful economic life of the assets. For the acquisition completed during the year 2007, the useful economic life of the intangible assets acquired is estimated to be between three months and four years. For the 2009 acquisition, the useful economic life of the intangible assets acquired is estimated to be 18 months. The intangible assets acquired during 2010 are assumed to have useful economic lives of between nine months and four years. The exception is acquisitions of trade names, which have an indefinite useful economic life and therefore an annual impairment test is conducted. Intangible assets are reviewed annually for evidence of impairment. Any impairment in carrying value is charged to the consolidated income statement. Internally generated intangible assets Expenditure incurred on development activities is capitalised only when the expenditure will lead to new or substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on capitalised intangible assets is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. The Group estimates the useful life of these assets as between 3 and 5 years. Goodwill Goodwill represents the excess of the cost of a business combination over the interest in the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of any assets transferred, liabilities assumed and equity instruments issued, plus, for acquisition completed prior to 1 January 2010, any direct costs associated with the acquisition. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated income statement on the acquisition. For business combinations completed prior to 1 January 2010 changes in the estimated value of contingent consideration post acquisition are treated as an adjustment to cost and therefore change the carrying value of goodwill. For business combinations completed after that date changes in the fair value of the contingent consideration are charged or credited to the income statement. In addition for those business combinations completed after 1 January 2010 the direct cost of acquisition are treated immediately as an expense. 20358-04888COM BACK.indd 55 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:25 55 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 2 Significant accounting policies continued Property, plant and equipment Property, plant and equipment is stated at historic cost less accumulated depreciation. Carrying amounts are reviewed at each balance sheet date for impairment. Depreciation is calculated using the straight-line method, at annual rates estimated to write off the cost of the assets less their estimated residual values over their expected useful lives. The annual depreciation rates are as follows: IT equipment Office furniture and equipment Motor vehicles Leasehold improvements Over the shorter of the term of the lease or useful lives 33% 7–15% 15% Impairment of non-financial assets Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually on 31 December, and where applicable an impairment loss is recognised immediately in the income statement. Other non- financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash generating unit (i.e. the lowest Group of assets in which the asset belongs for which there are separately identifiable cash flows). Financial instruments The Group does not hold or issue derivative financial instruments for trading purposes. Investment in equity accounted joint ventures Jointly controlled entities (JCE) are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. JCEs are accounted for using the equity method (equity accounted investees) and are recognized initially at cost. The Group’s share of post-acquisition profits and losses is recognised in the consolidated income statement, except that losses in excess of the Group’s investment in the JCEs are not recognised unless there is an obligation to make good those losses. Profits and losses arising on transactions between the Group and its JCEs are recognised only to the extent of unrelated investors’ interests in the JCE. The investor’s share in the JCEs profits and losses resulting from these transactions is eliminated against the carrying value of the JCEs. Any premium paid for a JCE above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the JCE. Where there is objective evidence that the investment in a JCE has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets. Trade receivables Trade receivables are recognised at fair value and carried at amortised cost and principally comprise amounts due from credit card companies and from e-payment companies. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when there is objective evidence that the full amount may not be collected. 56 20358-04888COM BACK.indd 56 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:25 www.888holdingsplc.com 2 Significant accounting policies continued Cash and cash equivalents Cash comprises cash in hand and balances with banks. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with maturities of three months or less. Equity Equity issued by the Company is recorded as the proceeds received, net of direct issue costs. Trade and other payables Trade and other payables are recognised at fair value and carried at amortised cost. Liabilities to customers Liabilities to customers comprises the amounts that are credited to customers’ bankroll (the Group’s electronic ‘wallet’), including provision for bonuses granted by the Group, less management fees and charges applied to customer accounts, along with full provision for jackpots. These amounts are repayable on demand in accordance with the applicable terms and conditions. Available-for-sale financial assets Available-for-sale financial assets comprise non-derivative financial assets not included in any of the above financial asset categories and comprise principally the Group’s investments in entities not qualifying as joint ventures or subsidiaries. They are carried at fair value with changes in fair value recognised directly in a separate component of equity. Where there is a significant decline in the fair value of an available-for-sale financial asset the full amount of the impairment, including any amount previously charged to equity, is recognised in the income statement. On disposal of an available- for-sale asset any balance within equity is transferred to the income statement. Chargebacks The cost of chargebacks is included in operating expenses. Leases Leases are classified as finance leases wherever the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases and rentals payable are charged to income on a straight-line basis over the term of the lease. Provisions Provisions are recognised when the Group has a present or constructive obligation as a result of a past event from which it is probable that it will result in an outflow of economic benefits that can be reasonably estimated. Segment information Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the management team comprising the Chief Executive Officer and the Chief Financial Officer. These segments are: l B2C (Business to Customer) Casino, Poker ,Bingo and Emerging Offering which mainly comprises 888’s Sportsbook, Live dealer offering and games; and l B2B (Business to Business) which offers Total Gaming Services under the Dragonfish trading brand. Dragonfish offers to its business partners use of technology, software, operations, E-payments and advances marketing services, through the provision of offline/online marketing, management of affiliates, SEO, CRM and business analytics. 57 20358-04888COM BACK.indd 57 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:25 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 2 Significant accounting policies continued Dividends Dividends are recognised when they become legally payable. In the case of interim dividends this is when paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting. Share-based payments Where the Company grants its employees or contractors shares, nil priced options or market value options, the fair value at the date of grant is charged to the income statement over the vesting period. Non-market performance conditions are taken into account by adjusting the number of instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of instruments that eventually vest. Severance pay schemes Severance scheme surpluses and deficits are measured at: l l the fair value of plan assets at the reporting date; less plan liabilities calculated using the projected unit credit method discounted to its present value using yields available on Israeli government bonds that have maturity dates appropriately to the terms of the liabilities; plus l unrecognised past service costs. Any difference between the expected return on assets and that actually achieved, and any changes in liabilities over the year due to changes in assumptions or experience within the scheme, are recognised in other comprehensive income in the period in which they arise. 3 Segment information Business Segments B2C B2B Consolidated Year Ended 31 December, 2010 Casino Poker Bingo offering Emerging Total B2C US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 116,922 38,407 50,140 16,206 221,675 40,438 262,113 114,470 22,993 137,463 125,974 11,489 (944) 19 (2,701) 7,863 271,760 271,760 29,142 5,547 34,689 120,121 154,810 Revenue Result Segment result Unallocated corporate expenses1 Operating profit Financial expenses, net Share of post tax profit of equity accounted joint ventures Tax expense Profit for the year Assets Unallocated corporate assets Total assets Liabilities Segment Liabilities Unallocated corporate liabilities Total liabilities 1 Including share benefit charges of US$2,309,000. 58 20358-04888COM BACK.indd 58 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:25 www.888holdingsplc.com 3 Segment information continued Revenue Result Segment result Unallocated corporate expenses1 Operating profit Financial income Tax expense Profit for the year Assets Unallocated corporate assets Total assets Liabilities Segment Liabilities Unallocated corporate liabilities Total liabilities 1 Including share benefit charges of US$7,012,000. Year ended 31 December, 2009 B2C B2B Consolidated Casino Poker Bingo offering Emerging Total B2C US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 118,693 51,592 10,659 14,457 195,401 51,302 246,703 117,815 31,089 148,904 121,564 27,340 226 (2,733) 24,833 201,332 201,332 37,570 42,662 80,232 29,162 8,408 Other than where amounts are allocated specifically to the B2C and B2B segments above, the expenses, assets and liabilities relate jointly to all segments. These amounts are not discretely analysed between the two operating segments as any allocation would be arbitrary. Analysis of revenue across the B2C segment has been presented purely as additional information and these revenue streams do not constitute separate operating segments for the purposes of IFRS 8 “Operating Segments”. Geographical information The Group’s performance can also be reviewed by considering the geographical markets and geographical locations within which the Group operates. This information is outlined below: Revenue by geographical market1 UK Europe (excluding UK) Americas (excluding USA) Rest of world 1 Allocation of geographical segments is based on Net Revenue Commission received by the Group. Year ended Year ended 31 December 31 December 2009 2010 Revenue US$‘000 128,216 96,814 16,084 20,999 262,113 Revenue US$‘000 90,442 113,672 19,145 23,444 246,703 59 20358-04888COM BACK.indd 59 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:25 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 3 Segment information continued Assets by geographical location Europe (including UK) Rest of World 4 Administrative expenses Share benefit charges — all equity-settled Other administrative expenses Administrative expenses 5 Operating profit Carrying amount of segment assets by location Additions to property, plant and equipment Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 2009 2009 2010 US$‘000 229,954 41,806 271,760 US$‘000 144,663 56,669 201,332 2010 US$‘000 7,365 1,700 9,065 US$‘000 6,017 2,271 8,288 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 2,309 22,313 24,622 US$‘000 7,012 22,498 29,510 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 Operating profit is stated after charging: Staff costs (see note 6) Directors remuneration (see note 6) Audit fees Other fees paid to auditors in respect of taxation services Depreciation (within operating expenses) Amortisation (within operating expenses) Chargebacks Exchange losses Payment service providers’ commissions Share benefit charges — all equity-settled Restructuring costs1 73,386 1,468 402 11 8,480 3,796 2,987 321 13,882 2,309 2,219 US$‘000 71,313 1,900 343 11 7,044 1,458 9,044 2,718 13,750 7,012 — 1 Restructuring costs — During the year the Group initiated measures designed to reduce its overheads and increase operational efficiency. These measures mainly affected employment costs and included redundancies across the Group’s locations. Costs associated with these redundancies are included as per above. 60 20358-04888COM BACK.indd 60 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:25 www.888holdingsplc.com 6 Employee benefits Staff cost including Directors’ remuneration comprises the following elements: Wages and salaries Social security Pension costs Staff costs capitalized in respect of internally generated assets 2010 US$‘000 71,673 2,898 4,521 79,092 (4,238) 74,854 2009 US$‘000 70,580 2,788 4,091 77,459 (4,246) 73,213 In the income statement total staff costs, excluding share benefit charge of US$2,309,000 (2009: US$7,012,000), are included within the following expenditure categories: Operating expenses Research and development expenses Administrative expenses Average headcount number of employees by category: Operation Research and development Administration 2010 US$‘000 48,525 14,483 11,846 74,854 2009 US$‘000 45,483 15,512 12,218 73,213 2010 632 179 126 937 2009 669 136 142 947 At 31 December 2010 the Company employed 928 (2009: 975) staff. Severance pay liability — Israel The Group’s employees in Israel are eligible to receive certain benefits from the Group in certain defined circumstances. As such the Group operates a defined benefit severance pay plan which requires contributions to be made to separately administrated funds. The method used to determine the current service cost and the present value of the defined benefit obligation, according to IAS 19 ‘Employee Benefits’ is the Projected Unit Credit actuarial cost method. Actuarial gains and losses are recognised by the Group using the equity method. The following table summarises the employee benefits figures as included in the Group’s financial statements for 2010 and 2009, respectively: Severance pay liability (within trade and other payables) Income statement Actuarial movements on severance pay liability (included in statement of comprehensive income) 2010 US$‘000 273 2,548 366 2009 US$‘000 229 2,365 196 61 20358-04888COM BACK.indd 61 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:25 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 6 Employee benefits continued Movement in severance pay liability: Severance pay plan assets At beginning of year Expected return Contributions Benefits paid Actuarial gain on assets Exchange differences At end of year Severance pay plan liabilities At beginning of year Interest cost Current service costs Benefits paid Actuarial loss on obligations Exchange differences At end of year Severance pay plan trends Plan assets Plan liabilities Severance pay liability Year ended Year ended 31 December 31 December 2009 2010 US$‘000 6,784 359 2,630 (2,254) 181 579 8,279 US$‘000 4,220 160 2,542 (1,103) 865 100 6,784 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 7,013 299 2,608 (2,380) 547 465 8,552 US$‘000 4,496 126 2,399 (1,135) 1,061 66 7,013 Year ended Year ended Year ended 31 December 31 December 31 December 2008 2009 2010 US$‘000 8,279 (8,552) (273) US$‘000 US$‘000 6,784 (7,013) (229) 4,220 (4,496) (276) The main actuarial assumptions used in determining the fair value of the Group’s employee benefits plan are shown below: Discount rate (nominal) Estimated increase in employee benefits costs Voluntary termination rate 2010 % 4.71 3 70 2009 % 5.06 3 70 The discount rates are based on Israeli government bonds and reflect inflation rates of 2.86% in 2010 (2009: 2.81%). 62 20358-04888COM BACK.indd 62 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:25 www.888holdingsplc.com 7 Taxation Corporate taxes Current tax Deferred tax Taxation expense Profit before taxation Tax at effective tax rate in Gibraltar Effect of overseas taxation Effect of deferred tax originating in overseas jurisdictions Total tax charge for the year Year ended Year ended 31 December 31 December 2009 2010 US$‘000 2,490 211 2,701 US$‘000 2,924 (191) 2,733 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 10,564 — 2,490 211 2,701 US$‘000 27,566 — 2,924 (191) 2,733 Current tax is calculated with reference to the profit of the Company and its subsidiaries in their respective countries of operation: Gibraltar — The Company and its Gibraltar registered subsidiaries are subject to the provisions of the Gibraltar Companies (Taxation and Concessions) Act (the ‘CTCA’) as tax-exempt companies. Subject to a change of ownership or activity of a tax-exempt Company, the grandfathering of tax-exempt benefits in respect of existing tax-exempt companies extended up to 31 December 2010. Commencing as of 1 January 2011, Gilbraltar companies are subject to a corporate tax rate of 10%. However, certain forms of income, including royalty income, are exempt from corporate tax. Israel — 888 have entered into certain transfer pricing agreements with the Israeli Income Tax Commissioner. The agreement in respect of Random Logic Limited is effective until the end of 2010. Domestic corporate tax in Israel in 2010 is 25% (2009: 26%) and is scheduled to go down to 18% from 2011 until 2016. UK — 888’s subsidiary in the UK pays corporate tax in the UK at the applicable rate of 28% (2009: 28%). 8 Earnings per share Basic earnings per share Basic earnings per share have been calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of shares in issue during the year. Diluted earnings per share In accordance with IAS 33, ‘Earnings per share’, the weighted average number of shares for diluted earnings per share takes into account all potentially dilutive shares and share options granted, which are not included in the number of shares for basic earnings per share. In addition, certain employee options have also been excluded from the calculation of diluted EPS as their exercise price is greater than the weighted average share price during the year and it would not be advantageous for the holders to exercise the option. The number of options excluded from the diluted EPS calculation is 781,953 (2009: 2,124,274). 20358-04888COM BACK.indd 63 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:25 63 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 8 Earnings per share continued Profit attributable to ordinary shareholders Weighted average number of Ordinary Shares in issue Effect of dilutive Ordinary Shares and Share options Weighted average number of dilutive Ordinary Shares Basic Diluted Year ended Year ended 31 December 31 December 2009 2010 US$‘000 7,863 345,709,869 2,620,010 US$‘000 24,833 345,182,718 3,960,938 348,329,879 349,143,656 7.2¢ 2.3¢ 2.3¢ 7.1¢ Earnings per share excluding share benefit charges and restructuring costs The Directors believe that EPS excluding share benefit charges and restructuring costs better reflects the underlying performance of the business and assists in providing a clearer view of the performance of the Group. It is also a performance measure used internally to manage the operations of the business. Reconciliation of profit to profit excluding share benefit charges and restructuring costs: Profit attributable to ordinary shareholders Share benefit charges and restructuring costs Profit excluding share benefit charges and restructuring costs Weighted average number of Ordinary Shares in issue Weighted average number of dilutive Ordinary Shares Adjusted basic earnings per share Adjusted diluted earnings per share 9 Dividend Dividends paid 10 Acquisitions made during the year US$‘000 Year ended Year ended 31 December 31 December 2009 2010 US$‘000 7,863 4,528 12,391 345,709,869 345,182,718 348,329,879 349,143,656 9.2¢ 24,833 31,845 7,012 3.6¢ 3.6¢ 9.1¢ Year ended Year ended 31 December 31 December 2009 2010 US$‘000 10,491 US$‘000 22,445 Mytopia social games On 16 June 2010 the Group acquired the trade and assets comprising the Mytopia social games development studio (“Mytopia”) from Real Dice Inc. for an all cash consideration in order to enter this fast growing market. In calculating the goodwill arising on acquisition, the fair value of the assets of Mytopia were valued by a professional valuation firm and recognised in accordance with IFRS 3 (revised) and adjustments from book value have been made where necessary. These adjustments are summarized as follows: 64 20358-04888COM BACK.indd 64 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:25 www.888holdingsplc.com 10 Acquisitions made during the year continued Intangible assets Assets Book value on Fair value acquisition adjustments Fair value US$’000 — US$’000 1,870 — 1,870 US$’000 1,870 1,870 The fair value relates to the recognition of online bingo game application (US$830,000), software license agreement (US$410,000), non-compete agreement (US$540,000) and a service agreement (US$90,000) acquired as part of the acquisition. The online bingo game application intangible asset is being amortised over its estimated useful economic life of 3 years. The software license agreement intangible asset is being amortised over its estimated useful economic life of 9 months. The non-compete agreement intangible asset is being amortised over its estimated useful economic life of 4 years. The service agreement is being amortised over its estimated useful economic life of 1 year. All intangible assets on acquisition have been identified and fair valued. The remaining goodwill represents the access to future trade associated with the operation of Mytopia. Fair value of intangible assets acquired Goodwill Fair value of consideration Which is represented by: Cash consideration to Real Dice Inc. Contingent consideration (included with current liabilities)1 Contingent consideration (included with non-current liabilities)2 Total fair value of consideration at time of acquisition US$’000 1,870 20,173 22,043 12,320 5,955 3,768 22,043 1 US$6.0 million due upon meeting certain milestones connected to the mobile and social networking games was paid in February 2011. This earn-out payment has been discounted. 2 An estimated earn-out payment of US$5.1 million is payable in cash during the second quarter of 2012 based on achieving certain performance criteria during the period from January 2011 to December 2011. The estimated earn-out payment has been discounted. Revenue and operating loss for the post acquisition period was $1 million and $1.4 million respectively. Had the business been owned by the Group for the entire year, the revenue and operating profit for the year ended 31 December 2010 would have been approximately $1.8 million higher and $1.6 million lower respectively. Acquisition costs of US$360,000 were incurred and have been charged to the income statement during the year. Wink online Bingo business (Prior year acquisition) On 31 December 2009 the Group acquired the trade and assets comprising the Wink online Bingo business of Daub Limited (‘Wink Bingo Business’) for an all cash consideration. Intangible assets acquired consisted of customer relationship (US$1,626,000) and trade names intangible assets (US$789,000). The remaining goodwill (US$20,053,000) represented the access to future trade associated with the operation of the Wink online Bingo business. The fair value of consideration originally estimated at the time of acquisition, including contingent consideration, was $21,863,000. As set out in note 11, subsequent financial performance has led to an increase in the consideration payable. The unwinding of the discount element of contingent consideration is charged to finance expenses in the Income statement. 65 20358-04888COM BACK.indd 65 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 11 Intangible assets Cost or valuation At 1 January 2009 Additions Acquisitions At 31 December 2009 Additions Acquisitions At 31 December 2010 Amortisation: At 1 January 2009 Charge for the year At 31 December 2009 Charge for the year At 31 December 2010 Carrying amounts At 31 December 2010 At 31 December 2009 At 31 December 2008 Internally generated Acquired intangible intangible assets assets Goodwill Total US$‘000 US$‘000 US$‘000 US$‘000 5,303 4,910 — 10,213 5,870 — 4,327 100 2,415 6,842 — 2,211 38,558 — 20,053 58,611 67,001 20,173 48,188 5,010 22,468 75,666 72,871 22,384 16,083 9,053 145,785 170,921 363 908 1,271 1,785 3,056 13,027 8,942 4,940 3,013 550 3,563 2,011 5,574 3,479 3,279 1,314 Bingo online business US$‘000 38,058 20,053 58,1 1 1 — 67,001 125,112 Mytopia social games US$‘000 — — — 20,173 — 20,173 — — — — — 145,785 58,611 38,558 Internet domain name US$‘000 500 — 500 — — 3,376 1,458 4,834 3,796 8,630 162,291 70,832 44,812 Total goodwill US$‘000 38,558 20,053 58,61 1 20,173 67,001 500 145,785 Analysis of goodwill by cash generating unit: Valuation at 1 January 2009 Acquisitions Valuation at 1 January 2010 Acquisitions of Mytopia social games (see note 10) Adjustment to the Wink bingo business contingent consideration1 Valuation at 31 December 2010 1 Since the commencement of the earn-out period on 1 April 2010 the financial performance of the Wink bingo business has improved. As a result the Board has revised its estimate in respect of the potential contingent consideration, that will become payable to US$ 75.5 million. This estimate is based on the assumption that the earn-out payment will reach its contractual cap. As a result US$ 72.0 million has consequently been recognized in current liabilities. As the Wink Bingo acquisition was accounted for under IFRS3 (2004) the adjustment to contingent consideration has been taken to goodwill. See note 27, Post balance sheet events, for details in respect of payment deferral arrangement agreed on 18 March 2011. Bingo Online Business Intangible assets and goodwill associated with the cash generating online Bingo business unit relates to the acquisition of the online Bingo business of Globalcom Limited during 2007 and the acquisition of the Wink Bingo business in 2009. All of the income streams generated from the bingo business acquisitions have been treated as a single cash generating unit as the risks and rewards associated with those income streams are deemed to be sufficiently similar. 66 20358-04888COM BACK.indd 66 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 11 Intangible assets continued At the year end, the carrying value-in-use was determined by discounting the expected future cash flows of the online Bingo cash generating unit to their present value. The key assumptions for the value-in-use calculations were those regarding discount rate and growth rates of the business. The Directors estimate discount rates that reflect the current market assessment of the time value of money and risks appropriate to the online Bingo business. The discount rate that is considered by the Directors to be appropriate is 12% (2009: 12%) being the Group’s specific weighted average cost of capital which also applies to the online Bingo cash generating unit. In estimating the future cash flows the Group has used conservative estimates in respect of revenues generated and costs incurred. Growth rates of the online Bingo business are based on past experience and projections of future changes in the online gaming market, taking into account external sources of information such as analysts’ research reports. These suggest that Bingo is expected to demonstrate year on year growth. The Group has used lower growth rates in estimating the future cash flows conservatively reflecting the current uncertainties about the medium-term global economic outlook. The Directors have used forecasts for the next five years of the expected cash flows, of which the first year is based on the Group’s current approved budget. An annual growth rate of 7% (2009: 2%) was used for 2011 mainly attributed to the success of the Wink online bingo business. For 2012–2015, on average, no growth was assumed, consistent with prior year assumption. Following year five, the Group extrapolates cash flows in perpetuity, using an estimated conservative growth rate of 1% (2009: 1%), which is lower than the forecast long-term growth rate of the UK economy. Marketing costs associated with the Bingo Cash-Generating Unit were projected as a fixed percentage of revenues. All other operational costs are forecasted as percentage of revenue, such percentage increased conservatively by 7% (2009: 10%) in each of the five year periods to 2015, over and above the level of growth in revenues and well above actual level of 2010. The Directors are not aware at this time of any need to change their key assumptions on which they have based their determination of the recoverable amount of the goodwill which would cause its carrying amount to exceed its recoverable amount. In fact, although such movements are not expected to arise, neither a 1% decrease in the growth rate in each of the next three years nor a 5% increase in the discount rate would have led to an impairment of the acquired intangible assets and goodwill in the current year. Mytopia social games Intangible assets and goodwill are associated with the cash generating Mytopia social games unit acquired during June 2010 (see note 10). The intangible assets including an online bingo game application, software license agreement, non- compete agreement and a service agreement, are being amortised over their estimated useful economic lives of up to four years. On acquisition, the intangible assets have been identified and valued using third party professional valuers. At the year end, the carrying value-in-use was determined by discounting the expected future cash flows generated by the Mytopia social games cash generating unit to their present value. The key assumptions for the value-in-use calculations were those regarding discount rate, users’ life time value, marketing spend and growth rates of the business. The Directors estimate discount rates that reflect the current market assessment of the time value of money and risks appropriate to the Mytopia social games business. The discount rate that is considered by the Directors to be appropriate is 18%. This discount rate is higher than Group discount rate in line with the risk profile of the cash expected to be generated by Mytopia and consistent with the rates applied at acquisition. In estimating the future cash flows the Directors have used appropriate estimates in respect of revenues generated and costs incurred. Growth rates of the Mytopia social games business are based on projections of future changes in the Social games market, taking into account external sources of information such as analysts’ research reports and publicly available information that analyzes KPIs of various social networks game providers. The Directors have used forecasts for the next four years of the expected cash flows, of which the first year is based on the Group’s current approved budget. Revenue is forecast to grow between 2011 and 2014 assuming a compound quarterly growth rate of 21%. . 67 20358-04888COM BACK.indd 67 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 11 Intangible assets continued The Mytopia social games cash generating unit is in the process of developing two new branded social games. Launch is scheduled for the fourth quarter of 2011 and first quarter of 2012. Forecast revenues assume lower user’s life time value compared to other major social games. The Directors assumed steady Cost Per Install (“CPI”) during 2011–2014 based on analysis of empirical data of marketing campaigns that took place on Mytopia’s current bingo social game platform. In the case of the two new social games, CPI is assumed to increase by 50% after the first four months of operation, by an additional 33% after a period of one year and 20 months for each of the games respectively and by 10% thereafter. Marketing costs were projected to increase by a fixed compounded monthly percentage during 2012 to 2014 across all games. Cost of sales is forecast at an average rate of 23% of revenue. All other overhead costs (mainly comprise of wages) are forecast in line with the 2011 budget which assume an increase of 50% over 2010 actual figure on an annualized basis. Thereafter these costs are assumed to increase by 3% in each of 2012 to 2014. Following year four, the Group has used a long term growth rate of 2%. The Directors are not aware at this time of any need to change their key assumptions on which they have based their determination of the recoverable amount of the goodwill which would cause its carrying amount to exceed its recoverable amount. In fact, although such movements are not expected to arise, neither a 1% decrease in the growth rate nor a 1% increase in the discount rate would have led to an impairment of the acquired intangible assets and goodwill in the current year. Internet domain name During 2008 the Group acquired an internet domain name based business which is used to generate traffic into the Group’s various web sites. Out of total consideration of US$513,000, an intangible asset of US$13,000 was recognized whilst the remainder of US$500,000 was recognised as goodwill. The Directors performed an impairment review in respect of the carrying value-in-use of the internet domain name. The directors have assumed a discount rate of 12% (2009: 12%) which is being the Group’s specific weighted average cost of capital. No growth was assumed for the period 2011–2015. The Directors are not aware at this time of any need to change their key assumptions on which they have based their determination of the recoverable amount of the goodwill which would cause its carrying amount to exceed its recoverable amount. In fact, although such movements are not expected to arise, neither a 1% decrease in the growth rate nor a 5% increase in the discount rate would have led to an impairment of the goodwill in the current year. Internally generated intangible assets The Group has put in place processes and procedures which enable it to ascertain technological feasibility before development costs are incurred and therefore be in a position to capitalise costs incurred after that point. Such expenditure is only capitalised when the development cost meets the definition of an intangible asset and the recognition criteria as set out in IAS 38 ‘Intangible assets’. The Group estimates the useful life of these assets as between three and five years. These assets are subject to impairment test wherever events or changes in circumstances indicate their carrying amount may not be recoverable on the same basis as described above for acquired intangible assets. At 31 December 2010 no impairment needs to be recognised and the carrying value of internally generated assets is considered appropriate. 68 20358-04888COM BACK.indd 68 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 11 Intangible assets continued Yearly impairment review The Group regularly monitors the carrying value of its acquired intangible assets and goodwill, or when such events or changes in circumstances indicate that these may be impaired. The result of the review, undertaken as at 31 December 2010, was that no impairment needs to be recognised and the carrying value of the acquired intangible assets and goodwill is considered appropriate. 12 Property, plant and equipment Cost At 1 January 2009 Additions Disposals At 31 December 2009 Additions Disposals At 31 December 2010 Accumulated depreciation At 1 January 2009 Charge for the year Disposals At 31 December 2009 Charge for the year Disposals At 31 December 2010 Depreciated cost At 31 December 2010 At 31 December 2009 At 31 December 2008 Office furniture and Motor Leasehold IT equipment equipment vehicles improvements Total US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 25,515 7,917 (307) 33,125 8,617 — 41,742 16,491 5,485 (307) 21,669 6,920 — 28,589 13,153 11,456 9,024 2,501 140 — 2,641 120 — 2,761 1,271 219 — 1,490 251 — 1,741 1,020 1,151 1,230 528 — (25) 503 63 (35) 531 238 74 (25) 287 75 (13) 349 182 216 290 14,617 231 — 14,848 265 — 43,161 8,288 (332) 51,117 9,065 (35) 15,113 60,147 5,421 1,266 — 6,687 1,234 — 7,921 7,192 8,161 9,196 23,421 7,044 (332) 30,133 8,480 (13) 38,600 21,547 20,984 19,740 20358-04888COM BACK.indd 69 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 69 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 13 Investment in equity accounted joint ventures The following entity meets the definition of a Jointly controlled entity and has been equity accounted in the consolidated financial statements: Name Technology Solutions (Gibraltar) Limited Country of incorporation Gibraltar Percentage Percentage of equity of equity interest 2010 % 50% interest 2009 % — On 6 October 2010 the Group entered into a Joint Venture Agreement (“JVA”) via 888 Regulated Markets Ltd. (“888 RM”), a wholly owned subsidiary, with Prima Networks Ltd. (“PNL”) and Technology Solutions (Gibraltar) Ltd. (“TSG”), a Gibraltar Company jointly owned by 888 RM and PNL in equal parts. The Group through 888 RM obtained during the year a license to operate online poker games in France. Under the terms of the JVA, 888 RM, PNL and TSG operate the network jointly, utilizing rights to use poker software technology and related services required to make the Games available for use in the French poker networks of PNL (licensed to TSG) and 888 RM and combining them into one French poker network sharing the liquidity of their respective members. Aggregated amounts relating to TSG are as follows: Current assets Non-current assets Current liabilities Non-current liabilities Revenues Expenses Profit Share of before tax profit of Joint Venture Investment including loans in equity accounted Joint Venture 2010 US$’000 6 2,502 2,467 — 414 (376) 38 19 1,297 2009 US$’000 — — — — — — — — — 70 20358-04888COM BACK.indd 70 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 14 Financial Assets — Available for sale investments Opening balance at the beginning of the year Investments during the year Adjustment to market price Disposal of available for sale assets during the year Year ended Year ended 31 December 31 December 2009 2010 US$‘000 — 175 — — 175 US$‘000 223 — 513 (736) — Available-for-sale assets in 2009 are quoted equity securities, the fair value of which is based on their published market price. In 2010 available for sale investments comprised of unquoted securities. The fair value of these has been determined on the basis of expected cash flows discounted using a rate based on the market interest rate and a premium specific to the unlisted securities. Fair value movements for 2010 were insignificant. 15 Deferred taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Group’s deferred tax assets resulting from temporary differences are as follows: Accrued severance pay Provision for share benefit charges Provision for vacation Provision for convalescence 16 Cash and cash equivalents Cash and cash equivalents Restricted cash Restricted cash primarily relates to deposits held by banks for guarantees. Year ended Year ended 31 December 31 December 2009 2010 US$‘000 88 94 382 22 586 2010 US$‘000 60,569 951 61,520 31 December 31 December 2009 US$‘000 25 238 508 26 797 US$‘000 86,836 675 87,511 71 20358-04888COM BACK.indd 71 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 17 Trade and other receivables Trade receivables Corporate tax Other receivables and prepayments 31 December 31 December 2009 2010 US$‘000 12,332 796 11,216 24,344 US$‘000 13,382 — 7,826 21,208 The carrying value of trade and other receivables approximates to their fair value as the credit risk has been addressed as part of impairment provisioning and, due to the short-term nature of the receivables; they are not subject to ongoing fluctuations in market rates. 18 Share capital Share capital comprises the following: Ordinary Shares of £0.005 each Ordinary Shares of £0.005 each Issue of Ordinary Shares of £0.005 each Share buy-back Authorised 31 December 31 December 31 December 31 December 2009 2009 2010 Number Number 426,387,500 426,387,500 2010 US$‘000 3,880 US$‘000 3,880 Allotted, called up and fully paid 31 December 31 December 31 December 31 December 2009 2009 2010 Number Number 346,534,097 342,848,261 3,685,836 2,190,090 (3,294,678) — 345,429,509 346,534,097 2010 US$‘000 3,152 17 (24) 3,145 US$‘000 3,115 37 — 3,152 The following tables include details on issue of ordinary shares of £0.005 each as part of the Group’s employee share option plan (see note 22) during 2010 and 2009: Issued during 2010 January 2010 March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 2010 October 2010 72 Ordinary Shares of £0.005 each 255,812 88,884 613,110 145,055 421,905 125,884 231,653 279,306 28,481 20358-04888COM BACK.indd 72 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 18 Share capital continued Issued during 2009 January 2009 March 2009 April 2009 May 2009 June 2009 July 2009 September 2009 October 2009 Ordinary shares of £0.005 each 850,741 609,060 358,925 51,659 683,068 141,975 468,232 521,999 During 2010, the Company did not issue shares (2009: Nil) in respect of employees’ exercising of market value options. Shares issued are converted into US$ at the exchange rate prevailing on the date of issue. The issued and fully paid share capital of the Group amounts to US$3,210,000 (2009: US$3,217,000) and is split into 345,429,509 (2009: 346,534,097) Ordinary Shares. The share capital in UK sterling (GBP) is £1,727,148 (2009: £1,732,670) and translates at an average exchange rate of US$1.86 (2009: US$1.86) to GBP. 19 Trade and other payables Trade payables Corporate taxes Other payables and accrued expenses 31 December 31 December 2009 2010 US$‘000 4,179 309 33,326 37,814 US$‘000 5,239 210 33,402 38,851 The carrying value of trade and other payables approximates to their fair value given the short maturity date of these balances. 20 Liabilities to customers and progressive prize pools Liabilities to customers Progressive prize pools 31 December 31 December 2009 2010 US$‘000 30,630 4,095 34,725 US$‘000 34,194 3,376 37,570 73 20358-04888COM BACK.indd 73 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 21 Investments in significant subsidiaries Name Cassava Enterprises (Gibraltar) Limited Virtual Marketing Services (UK) Limited Cassava Sports Limited Country of incorporation Gibraltar UK Gibraltar Active Media Limited Virtual Marketing Services (Gibraltar) Limited Dixie Operation Limited Random Logic Limited Brigend Limited Fordart Limited BVI Gibraltar Antigua Israel Gibraltar Gibraltar New Wave Virtual Ventures Limited Gibraltar Virtual Internet Services limited Gisland Limited Gibraltar Gibraltar Percentage Percentage of equity of equity interest 2010 % 100 100 100 interest 2009 Nature of business 100 Gaming website operator % 100 Advertising services 100 Domain site owner through which a third party operates a betting exchange 100 Customer call center employer 100 100 Marketing acquisition Customer call center operator 100 Research, development 100 100 and marketing Bingo business operator General commercial business activities 100 Development of social games — Mytopia. 100 General commercial business activities 100 Provider of payments service solutions; Holds money transmission license 100 100 100 100 100 100 100 100 100 888 Regulated Markets Limited Malta 100 100 Holder of French online gaming license 74 20358-04888COM BACK.indd 74 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 22 Share-based payment Prior to flotation, the Company adopted two equity-settled employee share incentive plans — the 888 All-Employee Share Plan and the Long-Term Incentive Plan. The 888 All-Employee Share Plan is open to all employees and Executive Directors of the Group who are not within six months of their normal retirement age at the discretion of the Remuneration Committee. Awards under this scheme will vest in instalments over a fixed period of up to four years. The Company grants awards to certain Executive Directors and members of its senior management. These awards are subject to performance conditions imposed by the Remuneration Committee at the dates of grant. Details of Shares and Share Options granted as part of the 888 All-Employee Share Plan: Share options granted 31 December 2010 31 December 2009 Outstanding at the beginning of the year Market value options granted during the year Market value options lapsed during the year Outstanding at the end of the year1,2 Weighted average exercise price £1.38 — £1.36 £1.38 Weighted average Number exercise price £1.50 6,027,789 — (1,440,308) 4,587,481 Number 5,422,027 2,095,864 (1,490,102) 6,027,789 £1.06 £1.36 £1.38 1 Of the total number of options outstanding at the end of the year, 2,836,040 had vested and were exercisable at the end of the year (2009: 2,450,188). 2 Range of exercise price for options outstanding at the end of the year is £1.02–£1.80 (2009: £1.02–£1.80). Shares granted Outstanding at the beginning of the year Shares granted — future vesting Lapsed future vesting shares Shares issued during the year Outstanding at the end of the year Shares are granted at a nominal exercise price. 31 December 31 December 2009 2010 Number 7,182,929 1,689,103 (2,240,804) (2,190,090) 4,441,138 Number 9,786,426 2,429,049 (1,346,710) (3,685,836) 7,182,929 The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled 888 All-Employee Share Plan: Valuation information — Market value options Option pricing model used Weighted average share price at grant date Weighted exercise price Risk-free interest rate range Expected volatility of the price of the underlying share 2010 2009 — Monte Carlo £1.11 — — £1.11 — 3.99%–5.48% 55%–63% — 75 20358-04888COM BACK.indd 75 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 22 Share-based payment continued During 2010 no market value options were granted. Exercise period of the market value options is from vesting until expiry of 10 years after grant date. The Monte Carlo model takes into account all the minimum requirements set by IFRS 2 such as: the exercise price of the option, the current price of the underlying share, the expected volatility of the price of the underlying share, the expected dividend on the underlying share, the expected term of the option both contractual term and based on employees’ expected behaviour and the risk-free interest rate for the expected term of the option. Valuation information — Shares granted Weighted average share price at grant date Weighted average share price at issue of shares Average remaining life until vesting (Months) 2010 £0.50 £0.66 15 2009 £1.06 £0.97 15 Shares granted for future vesting are fair valued at the share price at grant date. The restrictions on the shares during the vesting period, primarily relating to non-receipt of dividends, have an immaterial effect on this fair value estimate at grant date. In accordance with International Financial Reporting Standards a charge to the income statement in respect of any shares or options granted under the above schemes will be recognised and spread over the vesting period of the shares or options based on the fair value of the shares or options at the date at grant, adjusted for changes in vesting conditions at each balance sheet date. This charge has no cash impact. Share benefit charges Charges in respect of share and option awards granted this year Charges in respect of share and option awards granted in previous years Charge for the year 23 Related party transactions Year ended Year ended 31 December 31 December 2009 2010 US$‘000 246 2,063 2,309 US$‘000 1,146 5,866 7,012 During the year the Group paid US$258,815 (2009: US$258,506) in respect of rent and office expenses to companies of which John Anderson is a Director. At 31 December 2010 the amount owed to those companies was US$nil (2009: US$nil). Remuneration paid to the Directors in the year totalled US$2,284,000 (2009: US$2,729,000). Share benefit charge in respect of awards granted to the Directors totalled US$348,380 (2009: US$1,919,127). 76 20358-04888COM BACK.indd 76 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:26 www.888holdingsplc.com 24 Commitments Lease commitments Future minimum lease commitments under property operating leases for the year ended 31 December 2010 are as follows: Leases expiring within One year Two to five years Year ended Year ended 31 December 31 December 2009 2010 US$‘000 2,937 12,956 15,893 US$‘000 2,463 8,104 10,567 The amount paid in the year was US$3,060,000 (2010: US$2,646,000). Lease commitments on the Group’s property are shown to the date of the first break clause. 25 Financial risk management The Group is exposed through its operations to risks that arise from use of its financial instruments. Policies and procedures for managing these risks are set by the Board following recommendations from the Chief Financial Officer. The Board reviews the effectiveness of these procedures and, if required, approves specific policies and procedures in order to mitigate these risks. The main financial instruments used by the Group, on which financial risk arises, are as follows: Trade and other receivables; l Cash and cash equivalents; l Restricted cash; l l l l Contingent consideration on acquisition; l Available-for-sale financial investments. Trade and other payables; Liabilities to customers; Detailed analysis of these financial instruments is as follows: Financial assets Trade receivables Other receivables Cash and cash equivalents Restricted cash Available-for-sale financial investments 31 December 31 December 2009 2010 US$‘000 12,332 12,012 60,569 951 175 86,039 US$‘000 13,382 7,826 86,836 675 — 108,719 In accordance with IAS 39, with the exception of available-for-sale assets, all financial assets are classified as loans and receivables. 20358-04888COM BACK.indd 77 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:26 77 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 25 Financial risk management continued Financial liabilities Trade payables Other payables and accrued expenses Contingent Consideration Liabilities to customers 31 December 31 December 2009 2010 US$‘000 4,179 33,635 82,271 34,725 154,810 US$‘000 5,239 33,612 3,811 37,570 80,232 In accordance with IAS 39, all of the above financial liabilities are held at amortised cost except for US$10,225,000 relating to the contingent consideration arising on acquisitions accounted for under IFRS3 (revised) which are recognised as fair value. At 31 December 2010 and 2009, the fair value and the book value of the Group’s financial assets and liabilities were materially the same. Capital The capital employed by the Group is composed of equity attributable to shareholders. The primary objective of the Group is maximizing shareholders’ value, which, from the capital perspective, is achieved by maintaining the capital structure most suited to the Group’s size, strategy, and underlying business risk. Other than disclosed elsewhere in note 24, there are no demands or restrictions on the Group’s capital. The main financial risk areas are as follows: Credit risk Trade receivables The Group’s credit risk is primarily attributable to trade receivables who are the Group’s payment service providers (‘PSP’). These are third party companies that facilitate deposits and withdrawals of funds to and from customers’ virtual wallet with the Group. These are mainly intermediaries that transact on behalf of the main credit card companies. The risk is that a PSP would fail to discharge its obligation with regard to the balance owed to the Group. The Group reduces this credit risk by: l Monitoring those balances on a regular basis. l Arranging for the shortest possible cash settlement intervals. l Replacing rolling reserve requirements, where they exist, with a Letter of Credit by a reputable financial institution. l Ensuring a new PSP is only contracted following various due diligence and ‘Know Your Customer’ procedures. l Ensuring policies are in place to reduce dependency on any specific PSP. The Group believes that based on the above and on extensive past experience, the PSP receivables are of good credit quality and there is no requirement to provide for any potential bad debts arising from a PSP failing to discharge its obligation. None of the balances owed by the various PSP are overdue or impaired (2009: Nil). 78 20358-04888COM BACK.indd 78 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 www.888holdingsplc.com 25 Financial risk management continued An additional credit risk the Group faces relates to customers disputing charges made to their credit cards (‘chargebacks’) or any other funding method they have used in respect of the services provided by the Group. Customers may fail to fulfil their obligation to pay which will result in funds not being collected. These chargebacks and uncollected deposits, when occurring, will be deducted at source by the PSPs from any amount due to the Group. As such the Group provides for these eventualities by way of a provision based on analysis of past transactions. This provision is netted off from the trade receivables balance and at 31 December 2010 was $886,000 (2009: $1,586,000). The Group’s in-house Fraud and Risk Management department carefully monitors deposits and withdrawals by following prevention and verification procedures using internally developed bespoke systems integrated with commercially available third party measures. Cash and cash equivalents The Group controls its cash position out of its Gibraltar headquarters. Subsidiaries in its other locations (Israel, Antigua and London) maintain minimum cash balances which are deemed required for their operations. Cash settlement proceeds from PSPs, as described above, are paid into bank accounts controlled by the Treasury function. The Group maintains its funds with highly reputable financial institutions and will not hold funds with financial institutions with low credit rating. The Group maintains its cash reserve in highly liquid deposits and regularly monitors rates in order to maximize yield. Restricted cash Restricted cash is mainly attributed to a deposit in respect of the Group’s obligation with the developer of the offices of its subsidiary in Israel. The Group’s maximum exposure to credit risk by type of financial instrument is summarized below: Trade receivables Other receivables Cash and cash equivalents Restricted cash Available-for-sale financial investments US$‘000 value 12,332 31 December 2010 Carrying Maximum exposure US$‘000 12,332 12,012 60,569 951 175 86,039 86,039 60,569 12,012 951 175 31 December 2009 Carrying Maximum value exposure US$‘000 US$‘000 13,382 7,826 86,836 675 — 13,382 7,826 86,836 675 — 108,719 108,719 79 20358-04888COM BACK.indd 79 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:27 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 25 Financial risk management continued Liquidity risk Liquidity risk exists in the case where the Group will encounter difficulties in meeting its financial obligations as they become due. The Group monitors its liquidity in order to ensure that sufficient liquid resources are available to allow it to meet its obligations. The following table details the contractual maturity analysis of the Group’s financial liabilities: On demand In 3 months Between 3 months and 1 year More than 1 year 31 December 2010 Trade payables US$‘000 Other Contingent Liabilities payables1 consideration to customers US$‘000 US$‘000 US$‘000 1,857 2,068 254 — 4,179 7,356 24,621 662 996 33,635 — 5,987 72,046 4,238 82,271 34,725 — — — 34,725 1 Includes other payables, accrued expenses and provisions. On demand In 3 months Between 3 months and 1 year More than 1 year 31 December 2009 Trade payables US$‘000 Other Contingent Liabilities payables1 consideration to customers US$‘000 US$‘000 US$‘000 2,002 3,237 — — 5,239 4,592 25,774 3,017 229 33,612 — — — 3,811 3,811 37,570 — — — 37,570 Total US$‘000 43,938 32,676 72,962 5,234 154,810 Total US$‘000 44,164 29,011 3,017 4,040 80,232 1 Includes other payables, accrued expenses and provisions. Market risk Interest rate risk The Group’s exposure to interest rate risk is limited to the interest bearing deposits in which the Group invests surplus funds. The Group’s policy is to invest surplus funds in low risk money market funds or on call over night facilities. The Group also arranges with its principal bankers that excess funds are swept automatically across its accounts, every night, in order to maximize availability of funds for investments. Downside interest rate risk is minimal as the Group has no borrowings. Given current low US$ interest rate a 0.5% downward movement in bank interest rates would not have a significant impact on finance income for the year. However, a 0.5% increase in interest rates would, based on the year end deposits, increase annual profits by US$300,000. 80 20358-04888COM BACK.indd 80 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 www.888holdingsplc.com 25 Financial risk management continued Currency risk The Group’s financial risk arising from exchange rate fluctuations is mainly attributed to: l Mismatch between Balance sheet Liabilities to customers which is predominately denominated in US$ and the net receipts from customers which are settled in the currency of the customer’s choice, of which sterling (GBP) and euros (EUR) are significant. l Mismatch between reported revenue which is mainly generated in USD (the Group’s functional and reporting currency) and significant portion of deposits which are settled in local currencies. l l Expenses, the majority of which are denominated in foreign currencies including sterling (GBP), the euro (EUR) and the New Israeli Shekel (ILS). The Wink Bingo contingent consideration is denominated in GBP. The Group will enter into a specific forward contract in order to fix the economic impact of the currency mismatch. The Group continually monitors the foreign currency risk and takes steps, where practical, to ensure that the net exposure is kept to an acceptable level, inter alia by using foreign exchange forward contracts designed to fix the economic impact of known liabilities. At 31 December 2010 and 31 December 2009, there were no outstanding forward contracts. There were no significant fair value movements on these contracts during the year. The tables below detail the net financial position by currency at 31 December 2010 and 2009: Cash and cash equivalent Receivables Available-for-sale financial investments Net monetary assets Payables Net monetary liabilities Net financial position Cash and cash equivalent Receivables Net monetary assets Payables Net monetary liabilities Net financial position 31 December 2010 GBP EUR ILS USD Other Total US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 11,820 10,779 — 22,599 (94,226) (94,226) (71,627) 9,430 4,631 — 14,061 (2,828) (2,828) 11,233 5,706 1,454 — 7,160 (9,308) (9,308) (2,148) 31,496 5,863 175 37,534 (48,115) (48,115) (10,581) 3,068 1,617 — 61,520 24,344 175 4,685 86,039 (333) (333) (154,810) (154,810) 4,352 (68,771) 31 December 2009 GBP EUR ILS USD Other Total US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 11,753 7,577 19,330 (23,969) (23,969) (4,639) 4,803 1,541 6,344 (2,977) (2,977) 3,367 7,636 665 8,301 (9,868) (9,868) (1,567) 62,195 9,395 71,590 (42,924) (42,924) 28,666 1,124 2,030 3,154 (494) (494) 2,660 87,511 21,208 108,719 (80,232) (80,232) 28,487 20358-04888COM BACK.indd 81 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:27 81 888 Holdings plc Annual Report & Accounts 2010 Notes to the Consolidated Financial Statements 25 Financial risk management continued Sensitivity analysis The table below details the effect on profit before tax of a 10% strengthening (and weakening) in the US dollar exchange rate at the balance sheet date for balance sheet items denominated in Sterling, Euros and New Israeli Shekels: 10% Strengthening 10% Weakening 10% Strengthening 10% Weakening Year ended 31 December, 2010 GBP 7,163 EUR 1,123 (7,163) (1,123) ILS 215 (215) Year ended 31 December, 2009 GBP 464 (464) EUR 336 (336) ILS 156 (156) 26 Contingent liabilities and regulatory issues (a) As part of the Board’s ongoing regulatory compliance and operational risk assessment process, the Board continues to monitor legal and regulatory developments, and their potential impact on the business, and continues to take appropriate advice in respect of these developments. (b) Given the nature of the legal and regulatory landscape of the industry, from time to time the Group has received notices, communications and legal actions from a small number of regulatory authorities and other parties in respect of its activities. The Group has taken legal advice as to the manner in which it should respond and the likelihood of success of such actions. Based on this advice and the nature of the actions, the Board is unable to quantify reliably any material outflow of funds that may result, if any. Accordingly, no provisions have been made. (c) The Group operates in numerous jurisdictions. Accordingly, the Group is filing tax returns, providing for and paying all taxes it believes are due based on local tax laws, transfer pricing agreements and tax advice obtained. The Group is periodically subject to audits and assessments by local taxing authorities. The Board is unable to quantify reliably any exposure for additional taxes, if any, that may arise from the final settlement of such assessments. Accordingly no additional provisions have been made. (d) Following the enactment of the UIGEA on 13 October 2006, the Group stopped taking any deposits from customers in the US and barred such customers from wagering real money on all of the Group’s sites. Notwithstanding this, there remains a residual risk of an adverse impact arising from the Group having had customers in the US prior to the enactment of the UIGEA. The Board is not able to identify reliably at this stage what, if any, liability may arise and accordingly, no provision has been made. On 5 June 2007 the Group announced that it has initiated preliminary discussions with the United States Attorney’s Office for the Southern District of New York. It is too early to assess any particular outcome of these discussions. 27 Postbalance sheet events On 18 March 2011 the Group announced that it has entered into an amendment agreement with the Wink Bingo vendors to reschedule the earn out payment payable in May 2011. As announced on 7 February 2011 the earn out payment is expected to be at the upper end of the earn out range. Under the revised payment terms the Group made a payment out of its cash resources of £9.26 million on 18 March 2011 and further payments of £9.26 million is due on 21 May 2011 and £6.173 million on 31 August 2011. The balance will be payable on 21 May 2012. Payments due after 21 May 2011 bear interest at 15% per annum. The Group may repay outstanding amounts without penalty. The Group has agreed to implement security over the assets comprising the Wink bingo business in favour of the vendors. 82 20358-04888COM BACK.indd 82 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 www.888holdingsplc.com Company Balance Sheet At 31 December 2010 Assets Non-current assets Investments in subsidiaries Fixed assets Current assets Trade and other receivables Cash and cash equivalents Total assets Equity and liabilities Equity Share capital Share premium Retained earnings Capital redemption reserve Total equity attributable to equity holders of the parent Liabilities Current liabilities Trade and other payables Total liabilities Total equity and liabilities Note 2 3 4 5 6 31 December 31 December 2009 2010 US$‘000 US$‘000 18,941 — 18,941 124,819 45,928 170,747 189,688 3,152 65 14,344 — 17,561 20,956 5 20,961 135,339 13,674 149,013 169,974 3,145 65 7,454 24 10,688 159,286 159,286 169,974 172,127 172,127 189,688 The financial statements on pages 83 to 87 were approved and authorised for issue by the Board of Directors on 31 March 2011 and were signed on its behalf by: Gigi Levy Chief Executive Officer Aviad Kobrine Chief Financial Officer The notes on pages 86 and 87 form part of these financial statements 20358-04888COM BACK.indd 83 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:27 83 888 Holdings plc Annual Report & Accounts 2010 Company Statement of Changes in Equity For the year ended 31 December 2010 Year ended 31 December 2010 Capital Share redemption Share capital reserve premium US$’000 3,115 US$’000 — US$’000 65 Available- for-sale reserve US$’000 (536) — 37 — — 3,152 — 17 — (24) — 3,145 — — — — — — — — 24 — 24 — — — — 65 — — — — — 65 — — — 536 — — — — — — — Retained earnings US$’000 17,951 Total US$’000 20,595 (22,445) (22,445) (37) 7,012 11,863 14,344 (10,491) (17) 2,309 (3,465) 4,774 7,454 — 7,012 12,399 17,561 (10,491) — 2,309 (3,465) 4,774 10,688 Balance at 1 January 2009 Dividend paid Issue of shares Share benefit charges Total comprehensive income for the year Balance at 1 January 2010 Dividend paid Issue of shares Share benefit charges Share buy-back Total comprehensive income for the year Balance at 31 December 2010 The following describes the nature and purpose of each reserve within equity. Share capital — represents the nominal value of shares allotted, called-up and fully paid for. Capital redemption reserve — represents amounts transferred from the share capital reserve following the buy back and cancellation of equity shares. Share premium — represents the amount subscribed for share capital in excess of nominal value. Available-for-sale reserve — represents the gain or loss arising from a change in the fair value of an available-for-sale financial asset. Retained earnings — represents the cumulative net gains and losses recognised in the consolidated income statement. 84 20358-04888COM BACK.indd 84 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 www.888holdingsplc.com Company Statement of Cash Flows For the year ended 31 December 2010 Cash flows from operating activities: Loss before income tax Adjustments for Interest received Share benefit charges Depreciation Decrease/(increase) in amounts owed by subsidiaries (Increase)/decrease in other accounts receivables (Decrease)/increase in trade payables (Decrease)/Increase in amounts owed to subsidiaries Increase/(decrease) in other accounts payables Cash generated from/(used in) operations Tax paid Net cash generated from/(used in) operating activities Cash flows from investing activities: Interest received Disposal of available-for-sale assets Purchase of fixed assets Dividends received Net cash generated from investing activities Cash flows from financing activities: Dividends paid Share buy-back Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year The notes on pages 86 and 87 form part of these financial statements. 31 December 31 December 2010 US$‘000 2010 US$‘000 2009 2009 US$‘000 US$‘000 (5,810) (63) 293 1 (11,047) 528 39 (11,035) (1,702) 63 — (6) 10,491 (10,491) (3,465) (10,426) (176) 1,884 — 10,490 (626) (168) 4,832 690 176 732 — 22,445 6,500 (45) 6,455 (28,796) (50) (28,846) 10,548 23,353 (22,445) — (13,956) (32,254) 45,928 13,674 (22,445) 7,363 38,565 45,928 20358-04888COM BACK.indd 85 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:27 85 888 Holdings plc Annual Report & Accounts 2010 Notes to the Company Financial Statements 1 General information and accounting policies A description of the Company, its activities and definitions are included in note 1 to the consolidated financial statements. The Company has applied accounting policies identical to the Group’s accounting policies listed in note 2 to the consolidated financial statements other than in relation to investments in its subsidiaries which are held at cost less any impairment provision required. Under Section 10(2) of the Gibraltar (Consolidated Accounts) Act 1999, the Company is exempt from the requirement to present its own income statement. 2 Investments in subsidiaries The Company’s subsidiaries are listed in note 21 to the consolidated financial statements and are held at cost less provision for any impairment. The Group applies IFRIC 11 ‘Group and treasury share transactions’. Consequently, the Parent Company recognises as a cost of investment the value of its own shares that it makes available for the purpose of granting share options to employees or contractors of its subsidiaries. The movement on investment in subsidiaries in both years was in respect of IFRIC 11. This amount was US$2,015,000 in 2010 (2009: US$5,164,000). 3 Trade and other receivables Amounts due from subsidiaries Other receivables and prepayments 31 December 31 December 2009 2010 US$‘000 134,902 437 135,339 US$‘000 123,855 964 124,819 The carrying value of trade and other receivables approximate to their fair value. None of the balances included within trade and other receivables are past due or impaired. Amounts due from subsidiaries are payable on demand. 4 Cash and cash equivalents Cash and cash equivalents Year ended Year ended 31 December 31 December 2009 2010 US$‘000 13,674 13,674 US$‘000 45,928 45,928 5 Share capital The disclosures in note 18 to the consolidated financial statements are identical for the Company. 86 20358-04888COM BACK.indd 86 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 www.888holdingsplc.com 6 Trade and other payables Trade payables Amounts due to subsidiaries Corporate tax Other payables and accrued expenses 31 December 31 December 2009 2010 US$‘000 61 156,959 190 2,076 159,286 US$‘000 21 168,105 223 3,778 172,127 The carrying value of trade and other payables approximate to their fair value. All balances included within trade and other payables are repayable on demand. Financial risk management The Company’s financial risk management objectives and policies are identical to those of the Group as disclosed in note 25 to the consolidated financial statements. Contingent liabilities The disclosures in note 26 to the consolidated financial statements are identical for the Company. Share-based payment The disclosures in note 22 to the consolidated financial statements are identical for the Company except that the charge for the year is partly taken to investment in subsidiaries as set out in note 2. 7 8 9 10 Related party transactions During the year the Company received dividends from its subsidiaries totalling US$10,491,000 (2009: US$22,445,000) and paid to its shareholders dividends totalling US$10,491,000 (2009: US$22,445,000). Remuneration paid to Directors of the Company by its subsidiaries in the year totalled US$127,938 (2009: US$155,437). Share benefit charges in respect of options and shares of the Company awarded to employees of subsidiaries totalled US$2,015,000 (2009: US$5,164,000). During the year subsidiaries of the Company participated in funding its costs which totalled US$8,379,000 (2009: US$9,585,000). At 31 December 2010, net amount owed by the Company to its subsidiaries US$22,059,000 (2009: US$44,214,000). 20358-04888COM BACK.indd 87 20358.04 25/04/2011 Proof 9 14/04/2011 16:50:27 87 888 Holdings plc Annual Report & Accounts 2010 Shareholder Information Group websites A range of shareholder information is available in the Investor Relations area of the Group’s website, www.888holdingsplc.com, including: l Latest information on the Group’s share price l l News and events Information on the Group’s financial performance The following websites can be also accessed through the Group’s main web portal www.888.com or are available directly. Casino 888’s Casino games are offered through its Casino-on-Net and Reef Club Casino offerings l www.Casino-on-Net.com l www.ReefClubCasino.com Poker 888’s Poker offering is through Pacific Poker l www.PacificPoker.com Sportsbook 888’s Sportsbook offering is through 888sports l www.888sport.com Bingo 888’s Bingo offering is through 888ladies and Wink l www.888ladies.com l www.winkbingo.com 888.tv: A portal for skill games allowing members to download games, open accounts and play tournaments l www.888.tv 888.info: Allows members to practice their gaming skills for fun through a number of key Casino and Poker games l www.888.info 888responsible: The Group’s dedicated site focusing on responsible gaming l www.888responsible.com 88 20358-04888COM BACK.indd 88 20358.04 14/04/2011 Proof 9 14/04/2011 16:50:27 888 Holdings plc Annual Report & Accounts 2010 Welcome to 888 one of the world’s most popular online gaming entertainment and solutions providers. 888 is one of the world’s most popular online gaming entertainment companies Contents 888 is a truly global gaming destination that remains at the cutting edge of the online gaming industry, offering both players and B2B partners the chance to enjoy a world- class gaming experience in a personalised and localised setting. 888’s consumer facing websites offer more than just online gaming. They are an entertainment destination, places where people can enjoy a truly interactive experience that extends beyond pure play and be part of an online social network that shares common interests. Through Dragonfish partners also benefit from 888’s decade long industry experience. Dragonfish provides partners with Total Gaming Services — customisable solutions offering the ideal platform through which to establish an online gaming presence and monetise a brand. As well as providing players with an innovative, comprehensive and enjoyable gaming experience, 888 websites provide an exciting customer experience in a safe and secure environment. It remains a leader in corporate responsibility, with specialist websites dedicated to both responsible gaming and corporate responsibility. Our strategy is to increase shareholders’ value through achieving profitable growth both organically, through the acquisition and retention of valuable players and partners, and through acquisitions. 01 Highlights 02 Chairman’s Statement 04 Chief Executive Officer’s Review 08 Enhanced Business Review 24 Corporate Social Responsibility 28 Risk Report 30 Board of Directors 31 Corporate Governance 35 Directors’ Remuneration Report 42 Directors’ Report 45 Independent Auditors’ Report 47 Consolidated Income Statement 48 Consolidated Balance Sheet 49 Consolidated Statement of Changes in Equity 49 Consolidated Statement of Comprehensive Income 50 Consolidated Statement of Cash Flows 51 Notes to the Consolidated Financial Statements 83 Company Balance Sheet 84 Company Statement of Changes in Equity 85 Company Statement of Cash Flows 86 Notes to the Company Financial Statements 88 Shareholder Information Shareholder Services All enquiries relating to Ordinary Shares, Depository Auditors BDO LLP Interests, dividends and changes of address should be Chartered Accountants directed to the Group’s Transfer Agent: 55 Baker Street Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0870 162 3100 www.capitaregistrars.com London W1U 7EU UK BDO Limited Registered Auditors Montagu Pavilion 8–10 Queensway Gibraltar Further Information For further information please contact: Incorporated in Gibraltar with registered number 90099 Company Secretary 888 Holdings Public Limited Company Suite 601/701 Europort Europort Road Gibraltar info@888holdingsplc.com Principal Bankers The Royal Bank of Scotland plc 280 Bishopsgate London EC2M 4RB Solicitors Freshfields Bruckhaus Deringer 65 Fleet Street London EC4Y 1HS Hassans 57/63 Line Wall Road Gibraltar 20358-04 CVR(8mm spine).indd 2 20358.04 14/04/2011 Proof 9 20358.04 14/04/2011 Proof 9 14/04/2011 16:55:49 l 8 8 8 H o d n g s p l c i 888 Holdings plc Suite 601/701 Europort Europort Road Gibraltar T: +350 20049800 F: +350 20048280 E: Info@888holdingsplc.com www.888holdingsplc.com A n n u a l R e p o r t & A c c o u n t s 2 0 1 0 Annual Report & Accounts 2010 20358-04 CVR(8mm spine).indd 1 20358.04 14/04/2011 Proof 9 20358.04 14/04/2011 Proof 9 14/04/2011 16:55:49 

Continue reading text version or see original annual report in PDF format above