Gaming Realms plc 
Annual Report & Accounts 2015
Integrated. Intelligent. Immersive.
Gaming Realms plc Annual Report & Accounts 2015 The Group strategy is to build an 
international portfolio of engaging 
casual gaming products and brands  
in the £30 billion worldwide online 
gambling market.
Strategic Report
01 Highlights
02 Gaming Realms at a Glance
04 Chairman’s Statement
06 Chief Executive’s Review
10  Financial Review
12 Principal Risks and Uncertainties
Corporate Governance
14 Board and Executive Management
16 Directors’ Report
17 Statement of Directors’ Responsibilities
18 Corporate Governance 
Financial Statements
19 Independent Auditor’s Report
20 Consolidated Statement of Profit and Loss and Other 
Comprehensive Income
21 Consolidated Statement of Financial Position
22 Consolidated Statement of Cash Flows
23 Consolidated Statement of Changes in Equity
24  Notes to the Consolidated Financial Statements
46 Parent Company Statement of Financial Position
47 Parent Company Statement of Changes in Equity
48 Notes to the Parent Company Financial Statements
IBC Company Information
www.gamingrealms.com 01 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
  Q4 15 Q3 15 Q2 15 Q1 15
£7.0m
£3.8m
£4.2m
£6.2m
 Q1 16
£7.5m
59,275
35,857
37,032 37,824
62,106
  Q4 15 Q3 15 Q2 15 Q1 15 Q1 16
8,111
7,233 7,124
8,305
5,232
  Q4 15 Q3 15 Q2 15 Q1 15 Q1 16
5,050
2,974 3,042
4,882
5,232
  Q4 15 Q3 15 Q2 15 Q1 15 Q1 16
2015 FINANCIAL HIGHLIGHTS
 › Revenue up 116%* to £21.2m for the year 
ended 31 December 2015 (12M 2014: 
£9.8m, 15M 2014: £11.2m)
 › Real money gaming revenue up  
362%* to £10.8m (12M 2014: £2.3m,  
15M 2014: £2.7m)
 › Social and licensing revenue up 294%* to 
£2.5m (12M 2014: £0.6m, 15M 2014: £1.2m)
 › Total new depositing players up 55%*  
to 169,988 (12M 2014: 109,561, 15M  
2014: 138,852)
 › Adjusted EBITDA loss of £4.1m (15M 2014: 
£7.8m) which includes marketing 
investment of £11.5m (15M 2014: £10.2m)
Highlights
Revenue New depositing players
Average daily players Average daily players (excluding 
white labels)
* Year-on-year comparatives have been adjusted to the 12-month period  
to 31 December 2014. The Group’s 2014 full year results reported its 
performance for the 15-month period to 31 December 2014 (see page 11).
2015 OPERATIONAL HIGHLIGHTS
 › Completed £12.5m fundraising and 
acquisition of GameHouse social mobile 
gaming business and Slingo IP and games
 › Launch of proprietary platform (“Grizzly”) 
and the migration of PocketFruity brand 
onto Grizzly platform together with launch 
of slingo.com
 › Launch of Slingo Blast and Lucky Streak 
Slots free to play apps 02 Gaming Realms plc Annual Report & Accounts 2015
Gaming Realms at a Glance
WHERE WE ARE IN THE WORLD
Canada
808 Douglas Street 
Victoria
BC
US 
1501 First Avenue South 
Seattle
WA 
Gaming Realms  
creates and publishes  
innovative real money  
and social games for  
mobile, with operations  
in the UK, the US and Canada. 
Through its market-leading mobile 
platform and unique IP and brands, 
Gaming Realms is bringing together 
media, entertainment and gaming 
assets in new game formats.
The Group is deploying its IP and creative 
content through both its real money 
gambling operations in the UK and social 
free to play Slingo and casino apps for 
territories where it doesn’t hold a 
gambling license (through its Blastworks 
publishing brand). Whilst we utilise 
Original game content 
and IP development
We build original content from our own 
London, Seattle and Vancouver Island 
based games studios incorporating social 
metagames and real money mechanics 
with well-known brands.
Global audience creation 
and monetisation
With the latest digital acquisition methods, 
we concentrate on delivering a lower cost 
per acquisition of user by leveraging the 
mass appeal of branded content coupled 
with CRM specific to the individual user. 
This has expanded our audience well 
beyond the traditional gaming market.
Advanced gaming 
platform
We have invested heavily in mobile-based 
gambling and social platforms powered 
by algorithmic CRM and personalised 
content. The real money gambling is run 
from Guernsey and is fully licensed by 
the UK Gambling Commission for both 
development and operation.
SPANNING REAL MONEY AND SOCIAL GAMING
common elements across both parts  
of the business, we are also developing 
unique content and IP for each platform. 
The Group is also licensing its unique IP 
to third-party operators in non-core 
markets in order to expedite growth 
internationally and to reach broader 
audiences.  03 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
51%
female
63% 
under 35
Real money players
Strategic partners  
and licensing
Partners include Fremantle, Zynga, 
Ainsworth, NetEnt, Pala Interactive and 
Scientific Games. Not only do we leverage 
our own IP across multiple brands, but we 
also license Slingo into markets adjacent to 
the Group’s core mobile gaming business.
Experienced team
We have one of the most experienced 
teams in the real money and social 
industries gained from companies such as 
bwin.party, Cashcade, Gamesys, GTECH, 
Aristocrat, Betfair, Sky Vegas, DoubleDown, 
Virtue Fusion and Hasbro.
Data and algorithmic 
optimisation
“It’s all about the data” – from advanced 
algorithms to individual landing pages 
designed to give the player an optimised 
experience.
UK
1 Valentine Place
London
Guernsey
Upland Business Centre 
Upland Road
St Peter Port 
 83% UK
 9% Rest of the world
 8% US 
Revenue split (real money  
and in app purchases)
Isle of Man
49 Victoria Street
Douglas 04 Gaming Realms plc Annual Report & Accounts 2015
The acquisition of  
Slingo IP and games  
perfectly fits our strategy 
for delivering mobile 
based entertainment 
content. The results 
speak for themselves in 
so far as we have higher 
margin games, lower 
CPAs and a great pipeline 
of licensing deals.
Dear Shareholder,
On behalf of the Board, I am pleased  
to report that significant progress was 
made in 2015. We have developed and 
published real money and free to play 
original content on our new proprietary 
gaming platform, with positive business 
intelligence, growth and results 
supporting our strategy. This has 
continued into the current year.
In August 2015, Gaming Realms 
completed the acquisition of the 
GameHouse social and mobile assets 
and Slingo brand from RealNetworks, 
Inc. With this came the IP for Slingo, 
a new social games platform, a portfolio 
of mobile games, two games studios 
and highly experienced teams in Seattle 
and Vancouver Island.
During the year, two original Slingo real 
money games were developed and 
published on the Grizzly platform, and 
have quickly become amongst our best 
performing games in the UK. In our 
social business we launched two free to 
play mobile apps during the year (Slingo 
Blast and Lucky Streak Slots), as well as 
continuing to publish and monetise 
several acquired games including 
Hidden Artifacts.
Since the acquisition from RealNetworks, 
we have signed new strategic 
partnership agreements with Zynga and 
Scientific Games to distribute Slingo into 
adjacent gaming markets currently 
outside our strategic focus. This clearly 
highlights the strength of our IP and 
ability to extend its reach into massive 
markets such as national and state 
lotteries as well as the global gaming 
machine market with leading providers.
Chairman’s Statement 05 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Our strategic focus has been further 
underlined by streamlining our 
operational focus on our own proprietary 
technology and game publishing.  
We have therefore sold our third-party 
platform gaming assets as we believed 
we could achieve superior economics 
from selling these assets, as well as 
increasing management focus in the 
areas of highest shareholder return.
Financial review
As indicated in the trading update in 
January, I am pleased to report that the 
Group has delivered full year 2015 
revenue of £21.2m and an adjusted 
EBITDA loss of £4.1m, which is in line 
with market expectations. The 2015 
performance has seen an increase of 
revenue of 116% versus the comparable 
12 months to 31 December 2014. 
Adjusted EBITDA loss has also decreased 
by 30% in the same period.
People
During 2015 the Group deepened its 
talent pool in critical areas related to our 
platform and content development, and 
the social gaming acquisition brought 
a further 57 experienced professionals 
into Gaming Realms. At year end we 
employed 169 people (2014: 84). 
It is the view of the Board that this 
expansion in multiple territories continues 
to have a very positive impact on both 
culture and performance. 
Outlook for 2016
The first quarter of 2016 has seen further 
increase in like-for-like revenues of 7%  
to £7.5m from the previous quarter  
(Q4 2015: £7.0m).
OPERATIONAL 
HIGHLIGHTS
Increase in active daily  
players compared to  
previous financial year.
+478% 78,198
+199%
3,639
Increase in new real money 
gambling depositors compared  
to the previous financial year.
Our strategy of investing in content, 
platforms, and building a large and 
profitable audience continues to drive 
our growth. In addition to our B2B 
licensing partnerships into global lottery 
and land-based casino markets, our 
ability to attract highly complementary 
media brands such as Britain’s Got 
Talent, the X Factor and Deal or No Deal 
into our own B2C business offers us 
potential for further growth in the 
remainder of 2016.
The Board is excited by the progress 
of the Group in the year under review, 
encouraged by the developments 
already achieved in the current year, and 
believes that shareholders should share 
their enthusiasm and confidence in the 
future of Gaming Realms.
Significant shareholders At 31.03.2016
Michael Buckley 8.37%
Patrick Southon 4.57%
Simon Collins 4.14%
Other Directors and 
management team 4.84%
Artemis Alpha Trust plc 4.56%
Helium Rising Stars Fund 
Limited 5.80%
Henderson Volantis 
Capital 7.98%
Rich Ricci 6.96%
Standard Life 2.96%
Others 49.82%
Michael Buckley
Chairman
3 May 2016
  Gaming Realms plc Annual Report & Accounts 2015 06
Chief Executive’s Review
Overview
Our second full year of trading  
has delivered tangible success as  
we have transitioned to a broader based 
developer, publisher and licensor of  
next generation mobile gaming content. 
It was the first full year of operation 
for our Grizzly platform, which we have 
been able to scale rapidly with both 
content and audience. Additionally, 
the platform has lowered cost per 
acquisition (“CPA”) and shortened 
our investment payback periods.
The acquisition of the GameHouse 
social mobile gaming business and 
Slingo IP and games, has enabled 
this transition to occur in not just 
the UK regulated gaming market, 
but also into a new global mobile 
market across multiple channels. 
This has been clearly evidenced by a 
growing number of strategic lottery, 
media and platform partnerships.
Our platform investment has also paid 
off, allowing a single focus on core 
content development usable across 
real money and social audiences as 
well as through the above mentioned 
distribution partnerships.
Platform and content development
During the year Grizzly was significantly 
enhanced following our beta launch 
of SpinGenie in Q4 2014, which scaled 
over £24m in deposits and £403m in 
wagers in 2015. We added new third-
party branded games and migrated 
PocketFruity casino onto Grizzly in  
Q1 2015. This allowed efficiency within 
the development team and also 
increased scalability for the brand. 
We also built our first real money 
Slingo games, Slingo Riches and Slingo 
Extreme – they quickly became the top 
performing games in 2015, accounting 
for 21% of the GGR in Q4 and were 
the most popular games played by 
over 47% of the funded players. 
We are most excited  
by the unified roadmap  
of new developments  
for both social and  
real money products  
and platform, which is 
only made possible by 
owning the value chain 
from end to end. 07 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
With the Group’s continued focus on 
mobile in terms of both platform and 
the content, 80% of our players gamble 
on mobile devices, accounting for 73% 
of our Gross Gaming Revenue in the UK.
In our social business, we grew our 
active development to five games in  
the portfolio by the end of 2015. Both 
Slingo Adventure and Slingo Shuffle 
mobile apps were launched in 2015 and 
together with the existing apps, scaled 
to approximately 964,000 monthly 
average users (“MAU”). We also 
completed the beta version of Slingo 
Blast for iOS and Android, and our new 
social version of our platform from which 
we beta launched our new social casino, 
Lucky Streak Slots in December.
Social games and Slingo IP acquisition
The acquisition of the Social Gaming  
and Slingo assets has enhanced each 
area of our content development,  
mobile audience scaling and platform 
leverage capability. Acquiring two games 
studios, rebranded as Blastworks, with 
their associated mobile marketing  
and publishing teams in Seattle and 
Vancouver Island, together with 
experienced leadership, operating  
under the name Blastworks, has opened 
up several new revenue streams and 
content opportunities for the Group.
It has brought revenues through its free 
to play apps in the US (65%), the UK (5%) 
and rest of the world (30%). The revenue 
is derived from the in-game sale of 
virtual goods and advertising services. 
We engage with our users on our free 
to play platform which is delivered 
through mobile platforms such as iOS, 
Android and Amazon as well as social 
networking sites such as Facebook.
In just over four months since acquisition 
the assets delivered £2.5m in revenue 
to 31 December 2015 and we acquired 
36,835 in new depositing players.
Marketing
Our marketing strategy during the year 
was to continue to target growth on 
the Grizzly platform. We added new 
features to the platform to allow for 
multiple offers by different channels 
which yielded improved returns and 
lower CPAs. The result has been an 
overall CPA on the Grizzly platform 
of £79 with 78,198 new depositing 
players in the year. We believe this is 
the lowest CPA across the industry for a 
UK casino. Our revenue per depositing 
player was £125 which is reflective 
of the new player base in 2015.
Marketing for our social gaming apps 
followed a similar strategy in order to get 
scale on the platforms. With new app 
releases in the year and constant release 
cycles, we were able to continuously 
improve acquisition and retention 
campaigns during the year. The cost 
of a new depositing player was £21.
Our cross device marketing capability 
continues to be a significant asset of the 
Group. In addition to marketing our own 
UK regulated gaming properties, our 
team integrated and complimented our 
social marketing activities immediately 
following the acquisition. With the 
sale of our third-party platform driven 
websites in 2016, our team will further 
focus on our B2C in both the real 
money and social markets leveraging 
a single BI and data platform.
Our player acquisition and CRM programs 
continue to leverage cutting edge 
technology, data science algorithms and 
proven talent in both the UK and the US.
Licensing and content innovation
In line with the Group strategy of 
developing, publishing and licensing 
next generation mobile content, 
we made great progress in 2015. As 
we have moved into 2016, we have 
seen the benefit of this with licensing 
deals with Zynga and Scientific 
Games. We are also delighted to have 
obtained a transactional waiver for 
New Jersey to provide a new bingo 
game into that market through a 
partnership with Pala Interactive. 
We have also looked to partner with 
market-leading content providers, 
integrating games from Ainsworth 
Technology, Instant Win Gaming, 
NetEnt and IGT. On top of this we 
have more recently signed licenses 
with Fremantle Media and Endemol 
to build unique branded Slingo games 
to widen our marketing appeal. 
Outlook
Our strategy for 2016 is to consolidate 
and focus on our core products. By 
disposing of our third-party platform 
driven websites, we are in a stronger 
position to streamline operations on our 
proprietary platforms. We continue to 
develop unique content which will bring 
exciting licensing opportunities in 2016 
and deliver growth and new potential 
for the Group. This content will also 
be delivered on our core platforms to 
enable greater product differentiation 
and player engagement. With the 
proven success of our marketing 
strategy, the new platform and the 
acquisition of Slingo, we are in a strong 
position for significant progress. 
Patrick Southon
Chief Executive Officer
3 May 2016 08 Gaming Realms plc Annual Report & Accounts 2015
18–24 25–34 35–44 45–54 55–64 65+
Age group
Avg NGR
200
0
50
100
150
 Female  Male
 66.71 
 45.68 
 123.30 
 194.17 
83.24
 128.04 
 181.12 
 152.26 
 185.99 
 138.14 
 187 .31 
 96.04 
0 10 20 30 40 50 60 70 80 90 100
% of users
18–24
25–34
35–44
45–54
55–64
65+
Age group  Mobile     Desktop
Chief Executive’s Review continued
PLAYER DEMOGRAPHICS  
FOR REAL MONEY
With our focus on mobile delivery and original 
game IP, we are able to acquire a younger audience 
than the traditional online bingo industry. 25 to 34 
year olds account for nearly double the new users 
of any other age group and is reflective of the 
Group’s digital mobile acquisition methods. Whilst 
the products male/female split is roughly 50/50 in 
terms of acquisition, women as a group are near 
50% more profitable than their male counterparts 
which we believe is due to the paucity of female 
focused games as opposed to male dominated 
sportsbooks and represents a key opportunity for 
the Group moving forward.
Demographic – NGR of funded users
Players under 35
63%
Real money players
51% female 
49% male
Game device type GGR
% of 
total 
GGR Margin
Unique 
funded 
players
% of 
unique 
funded 
players
Unique 
players
% of 
unique 
players
Average 
age Sessions
% of 
sessions
Desktop 2,772,377 20% 3.75% 35,141 39.1% 94,707 31.3% 40  173,390 18.6%
Mobile 11,366,617 80% 4.75% 76,863 85.4% 235,934 78.0% 34  758,295 81.4%
Snapshot: Device age split (last 6 months)
Game activity by device (last 6 months) 09 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
(last 6 months)
STRATEGY IN ACTION
Case study
Data driven and content rich for 
real money and social games  
with our new Grizzly platform
During 2015, Gaming Realms realigned its strategy to focus 
on its sites operating on the Grizzly proprietary platform, as 
well as creating and publishing innovative mobile content 
for real money and social gaming. 
The Group’s differentiated mobile offering on Grizzly which 
includes Slingo games, has led to significant revenue 
growth, as reflected in the Group’s updated trading 
statement announced on 27 January 2016. The Group has 
decided to continue to build on this success and focus 
investment in new games given the significantly superior 
marketing returns generated on the Grizzly platform.  
As a result, the Group has agreed to divest of the  
third-party platform driven website properties.
 
The Group intends to use the proceeds from the  
disposals for the development of new gaming content  
and marketing campaigns. 
£10m+ platform investment
Leading edge Grizzly mobile gaming platform integrated  
with “GameHub” social metagame platform, powered by 
algorithmic CRM and personalised content.
Data science 
and machine 
learning drives  
UX and profit
Simultaneous 
deployment  
on any device
Rapid intake  
and publishing of 
new content
80%
of gross gaming 
revenue
from 
mobile
85%
of unique  
funded players 
Gaming Realms UK market positioning targeting 
younger female demographic
Bingo and casino
• Tombola
• Gala
• Jackpot Joy
• Foxy
Slingo and casino
• Gaming Realms
Sportsbook  
and casino
• William Hill
• Ladbrokes
• Betfair
• 32 Red
Age
Bingo
£83m  
GGY
60
50
40
30
20
Sportsbook
£535m  
GGY
Male Female
Casino
£834m  
GGY 10 Gaming Realms plc Annual Report & Accounts 2015
The Group delivered 
revenue growth of 116%  
to £21.2m (12M 2014: 
£9.8m) as a result of the 
addition of the GameHouse 
social mobile business  
and Slingo IP and games 
(£2.5m) and strong organic 
growth on real money 
gaming which increased 
362% to £10.8m  
(12M 2014: £2.3m).
Financial Review
Overview
Gaming Realms has delivered growth  
of 116% year-on-year to £21.2m  
(12M 2014: £9.8m, 15M 2014: £11.2m). 
Real money gambling on the Grizzly 
platform has grown 362% to £10.8m 
(12M 2014: £2.3m, 15M 2014: £2.7m). 
With investment in marketing and 
development of the platform we had 
an adjusted EBITDA loss of £4.1m (12M 
2014: £5.9m, 15M 2014: £7.8m).
Marketing for the year was £11.5m  
(12M 2014: £8.1m, 15M 2014: £10.2m) 
as the Group continued to acquire players 
to grow its platform and revenues.
During the year, Gaming Realms acquired 
the free to play Slingo assets and games 
studios from RealNetworks, Inc. The 
attributable revenue from acquisition 
was £2.5m with adjusted EBITDA loss 
attributed to these assets of £1.4m. 
Following the acquisition of the trade and 
assets of the Slingo free to play apps and 
game studios from RealNetworks, Inc.,  
we have introduced a new segment, 
social gaming and licensing, for the US 
business. The integration of the social free 
to play business has been integrated well 
into the Group and we are pleased with 
the initial contribution from this operation.
Income statement items
Revenue is made up of £10.8m  
(2014: £2.7m) from real money  
gambling on our Grizzly platform,  
£7.8m (2014: £7.4m) from marketing 
services and £2.5m from the Slingo 
assets acquired from RealNetworks,  
Inc. on 10 August 2015.
The increase in revenue in real money 
gambling is a reflection of the continuing 
investment into development, 
£1.8m (2014: £0.6m) and marketing 
£6.2m. The marketing has been very 
successful in the year delivering 
78,198 new depositing players at a 
cost per acquisition of £79. We have 
also seen positive ROI on marketing 
within six months after paying point 
of consumption tax, third-party 
licences, and ID and transaction fees. 11 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Point of consumption tax was introduced 
in December 2014 and accounted  
for £1.5m (2014: £0.4m) cost for real 
money gambling.
Operating expenses, including point  
of consumption tax, transaction fees  
and third-party licences totalled £5.7m  
(2014: £2.5m). The increase is a result of 
the introduction of point of consumption 
tax, and also driven by increased 
revenues and player deposits. The 
addition of the Slingo business also 
accounted for £0.6m of operating costs. 
The costs are in line with management 
expectations. 
Social games, Slingo IP acquisition and 
placing of £12.5m
On 10 August 2015, the Group 
acquired the following assets from 
RealNetworks, Inc.: GameHouse US; 
social and mobile freemium portfolio 
games and publishing network; Slingo 
brand and patents; certain game 
domains including sudoku.com and 
mahjong.com; an IP licence relating to 
the GameHouse Promotion Network 
and the entire issued share capital 
of Backstage Technologies Inc which 
includes the Canadian Game studio and 
collectively have organised these under 
a new division called Blastworks. The 
acquisition is in line with the Group’s 
strategy to build an international 
portfolio of engaging casual gaming 
brands. This operation is reported in the 
social gaming and licensing segment. 
The segment generated revenue of 
£2.5m and an adjusted EBITDA loss of 
£1.4m in the period between 10 August 
2015 and 31 December 2015.
Total consideration for the acquisition 
was £12m ($18m) of which £6.9m 
($10.7m) was paid in cash on completion 
with $4m payable on the first 
anniversary of completion and the 
remaining $4m payable on the second 
anniversary. The Group incurred 
acquisition related costs of £0.3m which 
have been disclosed in note 4 to the 
consolidated financial statements.
As part of the acquisition, the 
Group raised £12.5m for the issue 
of approximately 50m new ordinary 
shares as a placing completed on 
10 August 2015. Costs incurred in 
relation to the placing totalled £0.5m.
Details of the fair value of identifiable 
assets and liabilities acquired, and 
purchase consideration and goodwill are 
disclosed in note 25 to the consolidated 
financial statements.
To make year-on-year comparison easier, certain comparatives have been adjusted to 12 months to 31 December 2014 on an 
estimated actual basis as noted in the following table:
1 January 2015 to 
31 December 2015 
£
1 January 2014 to 
31 December 2014
£
Change
%
1 October 2013 to 
31 December 2013 
£
1 October 2013 to 
31 December 2014
£
Revenue 21,208,446 9,798,299 116 1,428,907 11,227,206
Marketing expenses (11,510,755) (8,122,725) 42 (2,082,995) (10,205,720)
Operating expenses (5,725,255) (2,089,814) 174 (370,364) (2,460,178)
Administrative expenses (8,079,852) (5,436,039) 49 (943,574) (6,379,613)
Adjusted EBITDA* (4,107,416) (5,850,279) (30) (1,968,026) (7,818,305)
* EBITDA and adjusted EBITDA are non-GAAP measures and excludes acquisition, restructuring and other expenses as described in note 4 and share based payment 
charges as described in note 24.
Dividend
During the year, Gaming Realms did not 
pay an interim or final 2014 dividend. 
The Board of Directors are not proposing 
a final dividend for the current year.
Corporation and deferred taxation
The Group received £213,083 in research 
and development credits in the year and 
has recognised the unwind of deferred 
tax of £122,692 (2014: £46,431) on 
business combinations.
Mark Segal
Chief Financial Officer
3 May 2016 12 Gaming Realms plc Annual Report & Accounts 2015
Principal Risks and Uncertainties
The Board constantly monitors and assesses risks and uncertainties within the Group’s trading activities. Unfortunately, there will 
always be a level of risk which needs to be evaluated against the Group’s potential returns in any activity.
Risk Description of risk How this risk is managed
REGULATORY 
AND 
LEGISLATION
Online gambling and gaming is subject to  
a dynamic and complex regulatory regime.
The Group now holds licences from the 
Alderney Gambling Control Commission, the 
UK Gambling Commission and a transactional 
waiver for New Jersey Division for Gaming 
Enforcement.
It is key to the Group to maintain compliance 
with all licences and any new ones that are 
required. These are critical to the continuing 
operation of the Group’s gambling activities 
and also the production and supply of its 
unique content into both its operations and 
other third parties.
The Group has a compliance team to ensure that 
all regulatory guidelines are maintained in its 
gambling operations. The Group also maintains 
close legal counsel to advise on any changes to 
the regulatory framework, as well as updates on 
territories currently outside the Group’s activities.
TAXATION
From the end of 2014, the Group was subject 
to point of consumption tax in relation  
to its gambling activities within the UK.  
Any changes to the tax rate or the point it is 
incurred may adversely affect duty payable.
The Group has legal entities in several 
jurisdictions, including US, Canada and 
Alderney. Its real money gambling operations 
are based in Alderney where there is a zero 
rate for corporation tax and is outside the 
scope of VAT. If there was a change to the 
rate of corporate tax or VAT in Alderney, it 
would have an adverse effect on the amount 
of tax payable within the Group.
The Group continues to take advice and be 
prepared for any adverse changes in the 
gambling tax regime.
The Group has undertaken a detailed transfer 
pricing exercise to ensure that revenue and  
profits are attributed correctly between the 
operating locations. Corporate Governance Financial Statements
13 Gaming Realms plc Annual Report & Accounts 2015
Strategic Report
Risk Description of risk How this risk is managed
COMPETITION
The online and free to play gaming markets 
are highly competitive in North America 
and the UK. Failure to be able to hold a 
competitive advantage would result in 
attracting less players and have lower 
engagement on our apps and sites.
In following the Group’s strategy of developing 
new unique IP and content, the Group feels well 
placed to be able to compete in the markets it 
operates in. It invests significant resource to be 
able to improve its development and operations.
Diverse products and geographies also helps to 
diversify the risk.
TIME TO 
MARKET
The Group invests highly in technology and 
bringing new products and games to market. 
A delay in time to market will result in a loss 
of competitive advantage, a loss in potential 
revenue and also increasing cost of 
development.
The Group has invested highly in having a dual 
product track to allow its products and games  
to be ready for both licensing and publishing 
exploitation in the same release.
Extensive work is undergone on the planning 
stage to ensure that timeframes can be met  
and products go live at the highest standard.
THE TEAM
During the year the team has expanded 
across multiple locations. The ability to carry 
out the Group’s strategy is dependent on 
the engagement of its senior management 
team, its technology, marketing and 
operations teams.
The Group continues to invest in its employees to 
ensure that it can attract, recruit and maintain a 
high quality team.
To ensure this happens, the Group has taken on a 
management and engagement course during the 
year for all roles within the business.
The 2015 Strategic Report on pages 1 to 13, has been approved by the Board of Directors.
On behalf of the Board
Michael Buckley   Patrick Southon
Chairman   Chief Executive Officer
3 May 2016   3 May 2016
  14 Gaming Realms plc Annual Report & Accounts 2015
Michael Buckley
Chairman
Michael Buckley was Chairman of 
Cashcade, which he founded with Patrick 
Southon and Simon Collins in 2000. 
Cashcade became a leading UK-based 
online gaming company prior to its sale 
to PartyGaming plc in 2009 for an 
aggregate sale consideration of £96m 
for shareholders.
Michael has invested in, and been 
Chairman of a number of public 
companies. These include SelecTV plc, a 
producer of comedy and comedy drama 
series for television such as Lovejoy, Birds 
of a Feather and The New Statesman. 
SelecTV invested in a consortium which 
in 1991 won the franchise to create 
Meridian Television of which Michael 
was a founding Director. He was also 
Chairman of Pacific Media plc, which 
invested in a number of internet backbone 
companies in Asia during the 1990s 
as well as creating a chain of movie 
theatres in South East Asia in partnership 
with United Artists Theatre Circuit 
Inc. Michael has held other public and 
private company directorships, having 
obtained a professional qualification 
as a chartered accountant in the UK.
Atul Bali
Deputy Executive Chairman
Atul Bali was the President of 
RealNetworks Games business 
incorporating GameHouse, Slingo, GPN 
and other assets in the cross platform 
casual, social casino and next generation 
ad serving businesses. He also serves on 
the Boards of several real money 
gambling businesses focused on lottery, 
casino, sports betting and as an adviser 
to two fintech businesses.
Prior to RealNetworks, he served as the 
President of Aristocrat Americas, a 
leading supplier to the Casino industry; 
the CEO of XEN Group (now Disruptive 
Technologies Limited) a social media 
investment fund; President and CEO of 
GTECH G2 (following a long career in 
mergers and acquisitions, corporate and 
global business development). 
He trained as a chartered accountant 
with KPMG in the UK, following a degree 
in Law and Economics. He lives in Seattle 
with his wife and three children.
Patrick Southon
Chief Executive Officer
Patrick Southon has been working 
within the online gambling sector for 
the last sixteen years. He is particularly 
focused on marketing, brand building 
and media buying. Patrick was Managing 
Director of Cashcade and Managing 
Partner of NewGame, an investment 
fund focusing on innovation within the 
gambling sector. His marketing expertise 
allowed Cashcade to build a distinctive 
and prominent brand identity around, 
among others, its flagship “Foxy Bingo” 
brand and turned the company into 
one of the most effective advertisers 
on British television. Based on research 
by TNS, Marketing Magazine cited Foxy 
Bingo as having the best value television 
advertising between 2008 and 2010.
Simon Collins
Executive Director
Simon Collins was the co-founder and 
Commercial Director of Cashcade. He 
formed a range of profitable B2B and 
affiliate relationships for Cashcade and 
was an early adopter of both search 
engine and social network marketing 
in the monetised digital gaming space. 
In 2008 and 2009, Cashcade featured 
in The Sunday Times top 20 fastest 
growing technology companies and the 
business won numerous other industry 
awards. Following the sale of Cashcade, 
Simon remained at bwin.party until April 
2011, where he focused on innovation, 
research and development as well as 
the ongoing development of Cashcade’s 
brand in the social networking space. 
Since leaving bwin.party, Simon joined 
Patrick Southon in founding NewGame 
an investment fund focusing on 
innovation within the gambling sector.
Mark Segal
Chief Financial Officer
Mark Segal joined Gaming Realms in May 
2013 having left bwin.party as Finance 
Director for the bingo vertical. Previous 
to that Mark was Finance Director 
of Cashcade until it was acquired by 
PartyGaming plc in July 2009. Mark was 
responsible for the full finance function, 
including commercial negotiations, 
business intelligence and operational 
support in the business, and was involved 
in the sale to PartyGaming plc and 
acquisition by Cashcade of Independent 
Technology Ventures in July 2007. Prior 
to joining Cashcade, in May 2005, Mark 
spent five years at the accountancy firm 
Martin Greene Ravden, where he qualified 
as a chartered accountant in 2003.
Jim Ryan
Non-executive Director
Jim Ryan is the CEO of Pala Interactive, 
LLC a real money gambling operator 
focused on the US regulated online 
gaming market. Prior to Pala Interactive, 
Jim was the Co-CEO of bwin.party digital 
entertainment plc. He has spent the last 
14 years of his career in leadership roles 
within the online gaming sector. Jim has 
led a number of the industry’s largest 
merger and acquisition transactions 
which include the merger of PartyGaming 
plc and bwin, the acquisitions of Cashcade 
(Foxy Bingo) and the World Poker Tour and 
the sale of St Minver Limited to GTECH. 
Jim held senior posts at four publicly 
listed companies. In addition to his role 
of CEO of PartyGaming plc and Co-CEO 
of bwin.party digital entertainment plc 
he was President and CEO of Excapsa 
Software Inc. and as CFO of CryptoLogic 
Inc. and CFO of SXC Health Solutions 
Corp and was CEO of St. Minver Limited. 
Jim also held senior management posts 
at Procuron Inc., Metcan Information 
Technologies Inc. and Epson Canada 
Limited. Educated at Brock University 
(Goodman School of Business) in Ontario, 
Canada, where he obtained a business 
degree with first class honours, Jim 
obtained professional qualifications as 
a chartered accountant and certified 
public accountant from the Canadian 
Institute of Chartered Accountants.
Mark Wilson
Non-executive Director
Mark Wilson is a strategic adviser and 
investor in media, gaming and real 
estate. Mark has held multiple senior 
leadership positions, serving as CEO of 
Television Games Network, Executive 
Chairman of Music Choice International, 
President of Hubbard Enterprises, 
Managing Member of New Mexico 
Gaming LLC, and General Counsel and 
Corporate Secretary of Churchill Downs. 
He received a Juris Doctorate from the 
University of Louisville.
Board and Executive Management
BOARD OF DIRECTORS 15 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Stephen Downer
Chief Operating Officer
Stephen Downer has more than fifteen 
years of experience in online gaming. As 
Director of Gaming at Sky Bet for ten 
years, he launched and ran Sky Vegas, 
Sky Poker and Sky Bingo until 2012. A 
year later, Stephen led Betfair’s online 
casino launch in New Jersey, and more 
recently managed Betfair’s regulated 
sports betting and gaming businesses in 
Spain, Denmark and Bulgaria.
David Hampstead
Chief Technology Officer
David Hampstead is a J2EE, database and 
Amazon EC2 expert who has worked 
designing and implementing enterprise 
information systems since leaving 
university in 2001.
David is an avid casual gamer and whilst, 
as CTO, a lot of his best work is done 
“under the hood” he is highly hands-on 
in his approach to engineering, working 
closely with the game developers and is 
a major contributor to product design.
Simon Smiley
Chief Marketing Officer
Starting his career in 2004 as a Mecca 
Bingo management trainee, Simon 
Smiley became a successful licensed 
general manager for a number of high 
turnover bingo clubs in the UK. In 2008, 
he joined Ladbrokes as their head of 
online bingo, four months later he left to 
found QuickThink Media. 
Simon has extensive experience buying 
online media across multiple channels. 
Over the years Simon has spoken at  
a number of gaming industry events 
including: EIG, EGR’s Power 50 and the 
Online Bingo Summit.
Philip Tuck
Business Intelligence Director
Philip Tuck is a specialist in algorithmic 
development, machine learning, predictive 
modelling, database management/
construction and behavioural science 
within the real money gambling and  
social gaming space. 
He brings a consistent track record of 
delivering algorithmic CRM systems, 
managing analytics platforms and 
utilising ROI focused BI across a  
wide range of gaming products and 
companies, including Betfair, Ladbrokes 
and Gaming Realms, and is a regular 
speaker on the gaming and data 
conference circuit.
Paul Gielbert
Managing Director of Bear Group Limited
Paul Gielbert has nineteen years’ 
experience within the gaming industry, 
in offline, online, social and mobile 
environments. Initially starting out 
working for Mecca Bingo, Paul has ten 
years’ experience as a licensed manager 
in the retail gaming sector. Moving to 
the online side of the industry in 2007, 
Paul has since managed the first ever 
live-streaming bingo site and worked 
in management roles for Ladbrokes 
and Gala before moving to Gaming 
Realms where he is the Managing 
Director of Bear Group, running the 
Alderney licensed operation.
Paul Brownlow
Chief Product Officer
Paul Brownlow leads the product 
strategy and execution for all Blastworks 
(Social Division) games. Previously, 
he was general manager of Mobile at 
DoubleDown Interactive, where he led 
the launch the mobile DoubleDown 
Casino and grew it to a #1 top-grossing 
app. He also led development of one 
of the first mobile ad platforms for 
aQuantive (Atlas), and co-founded 
GalleryPlayer, where his team developed 
an HD content distribution platform 
that was adopted by several major 
television manufacturers. He has served 
as start-up and growth adviser to several 
companies in the Seattle area and at the 
University of Washington Foster School of 
Business. He’s a long-time fan of Jetpack 
Joyride, craft beer and road trips.
David Hoppe
General Manager – Commercial & Business 
Development
David Hoppe manages performance 
marketing, analytics, data science and 
business development for Blastworks’ 
mobile/social studios. Formerly a 
Director of business operations for Xbox 
Live with Microsoft, David is also a 
founding member of two game 
development start-ups (Flashlight 
Creations and Tenacious Games) and 
served as SVP of Brand and Product at 
Wizards of the Coast during the meteoric 
rise of both Magic: The Gathering and 
Pokémon game franchises, which 
resulted in a $600m sale of Wizards to 
Hasbro, Inc. in 2000.
EXECUTIVE MANAGEMENT 16 Gaming Realms plc Annual Report & Accounts 2015
The Directors present their annual report together with 
the audited financial statements for the year ended 
31 December 2015.
Principal activities
The Group’s principal activities during the year continued to 
be that of the provision and marketing of interactive bingo 
and casino services to customers in the UK and social gaming 
on Facebook to customers in the US and Europe.
These financial statements present the results of the Group 
from 1 January 2015 to 31 December 2015.
Names of Directors and dates of any changes
The Directors who served during the year and to the date of 
this report were:
Michael Buckley
Atul Bali
Patrick Southon
Mark Segal 
Simon Collins
Jim Ryan
Mark Wilson
Results and dividends
The results for the year are set out on page 20. The Company 
will not be paying a dividend this year.
Disclosures to auditor
The Directors who held office at the date of approval of this 
Directors’ Report confirm that, so far as they are aware, there 
is no relevant audit information of which the Company’s 
auditor is unaware; and each Director has taken steps that 
ought to have been taken as a Director to make themselves 
aware of any relevant audit information and to establish that 
the Company’s auditor is aware of that information.
BDO LLP have expressed their willingness to continue in office 
and a resolution to reappoint them will be proposed for the 
Annual General Meeting in accordance with section 489 of the 
Companies Act 2006.
Details of the Group’s business review, principal risks and 
uncertainties, key performance indicators and other matters 
are given in the Strategic Report.
Financial instruments
Details of the Group’s financial risk management objectives 
and policies are included in note 20 to the consolidated 
financial statements. 
Research and development
The Group maintains its level of investment in software 
development activities. In the opinion of the directors, 
continued investment in this area is essential to strengthen 
the Group’s market position and for future growth. 
During the year the Group claimed Research and Development 
relief as per note 11.
Events after reporting date
On 2 March 2016, the Company raised £1,525,000 
by issuing 7,625,000 shares at £0.20 per share. 
On 4 March 2016, the Group disposed of the third-party 
platform driven website properties, for a total consideration 
of £2.4m to Silverspin Media Limited and Black Spark Media 
Limited. Black Spark Media paid the Group an up-front 
cash payment of £1.2m. The remaining £1.2m of the total 
consideration, payable by Silverspin Media, was settled by 
way of waiving the final earn out payments to the previous 
shareholders of Blueburra Holdings Limited. This is due as 
part of the three-year earn out and is being settled at a 
reduced rate by the Group. Chris Phillips and Scott Logan, 
shareholders of Silverspin Media, and also Directors of the 
Company’s subsidiaries Blueburra Holdings Limited and Digital 
Blue Limited and are therefore classified as related parties. 
Future developments
Future developments are discussed in the Chairman’s and 
Chief Executive’s Statements.
Approval and signature
Patrick Southon
Chief Executive Officer
3 May 2016
Directors’ Report
For the year ended 31 December 2015 17 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulations. 
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the Directors 
have elected to prepare the Group financial statements in 
accordance with applicable law and International Financial 
Reporting Standards (“IFRSs”) as adopted by the European 
Union and the Parent Company financial statements in 
accordance with applicable law and UK accounting standards 
(UK Generally Accepted Accounting Practice “GAAP”), including 
Financial Reporting Standard 101 ‘Reduced Disclosure 
Framework’. Under company law the Directors must not 
approve the financial statements unless they are satisfied that 
they give a true and fair view of the state of affairs of the Group 
and Company and of the profit or loss of the Group for that 
period. The Directors are also required to prepare financial 
statements in accordance with the rules of the London Stock 
Exchange for companies trading securities on the Alternative 
Investment Market (“AIM”).
In preparing these financial statements, the Directors are 
required to:
 › select suitable accounting policies and then apply them 
consistently; 
 › make judgements and accounting estimates that are 
reasonable and prudent; 
 › state whether they have been prepared in accordance with 
IFRSs as adopted by the European Union, subject to any 
material departures disclosed and explained in the financial 
statements; and 
 › prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Company will 
continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any 
time the financial position of the Company and enable them 
to ensure that the financial statements comply with the 
requirements of the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Company and 
hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities. 
Website publication
The Directors are responsible for ensuring the Annual 
Report and the financial statements are made available 
on a website. Financial statements are published on 
the Company’s website 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 
Company’s website is the responsibility of the Directors. 
The Directors’ responsibility also extends to the ongoing 
integrity of the financial statements contained therein.
Statement of Directors’ Responsibilities 18 Gaming Realms plc Annual Report & Accounts 2015
Corporate governance
Although companies traded on AIM are not required to provide 
corporate governance disclosure, or follow guidelines in the 
UK Corporate Governance Code (the “Code”) issued by the 
Financial Reporting Council (“FRC”), the Directors recognise 
the value and importance of high standards of corporate 
governance. 
 
Given the Company’s size and the constitution of the Board, 
the following is a brief summary of the main aspects of 
corporate governance currently in place. 
 
The Board has established an Audit Committee and a 
Remuneration Committee with formally delegated 
responsibilities. 
 
The Remuneration Committee is chaired by Mark Wilson. 
Its other members are currently Michael Buckley and  
Jim Ryan. This Committee reviews the performance of the 
Executive Directors and makes recommendations to the 
Board on matters relating to their remuneration and terms 
of employment. The Remuneration Committee also makes 
recommendations to the Board on proposals for the granting 
of share options and other equity incentives. The Board sets 
the remuneration, and terms and conditions of appointment 
of the non-executive Directors. 
 
The Audit Committee is chaired by Jim Ryan. Its other 
members are Mark Wilson and Michael Buckley. The 
Committee determines the terms of engagement of the 
Company’s auditors and, in consultation with them, the 
scope of the audit. It receives and reviews reports from 
management and the Company’s auditors relating to the 
interim and annual financial statements and the accounting 
and internal control systems in use by the Group. The Audit 
Committee has unrestricted access to the Company’s auditors. 
Under its terms of reference, the Audit Committee monitors, 
amongst other matters, the integrity of the Group’s financial 
statements. The Committee is responsible for monitoring 
the effectiveness of the external audit process and making 
recommendations to the Board in relation to the re-
appointment of the external auditors. It is responsible 
for ensuring that an appropriate business relationship is 
maintained between the Group and the external auditors, 
including reviewing non-audit services and fees. The 
Committee meets with the Executive Directors and 
management as well as meeting privately with the external 
auditors. 
 
Corporate Governance
As the Board is small, there is not a separate Nominations 
Committee and the Board as a whole considers 
recommendations for appointments to the Board. 
 
The Directors follow the guidance set out by Rule 21 of AIM 
Rules relating to dealings by Directors in the Company’s 
securities and, to this end, the Company has adopted an 
appropriate share dealing code. 
 
Going concern 
Under company law, the Company’s Directors are required 
to consider whether it is appropriate to prepare financial 
statements on the basis that the Group and Company are 
a going concern. As part of the normal business practice the 
Group prepares annual and three-year plans and, in reviewing 
this information, the Company’s Directors are satisfied that the 
Group and the Company have reasonable resources and future 
cash flows to enable them to continue in business for the 
foreseeable future. For this reason, the Company and Group 
continue to adopt the going concern basis in preparing the 
financial statements.  19 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
We have audited the financial statements of Gaming Realms 
plc for the year ended 31 December 2015 which comprise 
the Consolidated Statement of Profit and Loss and Other 
Comprehensive Income, the Consolidated and Company 
Statement of Financial Position, the Consolidated Statement 
of Cash Flows, the Consolidated and Company Statement 
of Changes in Equity and the related notes. The financial 
reporting framework that has been applied in the preparation 
of the Group financial statements is applicable law and IFRSs 
as adopted by the European Union. The financial reporting 
framework that has been applied in preparation of the 
Parent Company financial statements is applicable law and 
United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice), including Financial 
Reporting Standard 101 “Reduced Disclosure Framework”.
This report is made solely to the Company’s members, 
as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so 
that we might state to the Company’s members those matters 
we are required to state to them in an auditor’s report and  
for no other purpose. 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, for this report, or for the opinions we  
have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’ 
Responsibilities, the Directors are responsible for the 
preparation of the financial statements and for being  
satisfied that they give a true and fair view. Our responsibility  
is to audit and express an opinion on the financial statements 
in accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us  
to comply with the Financial Reporting Council’s (“FRC’s”) 
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial  
statements is provided on the FRC’s website at  
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion: 
 › the financial statements give a true and fair view of  
the state of the Group’s and the Parent Company’s  
affairs as at 31 December 2015 and of the Group’s  
loss for the year then ended;
 › the Group financial statements have been properly 
prepared in accordance with IFRSs as adopted by the 
European Union;
 › the Parent Company’s financial statements have been 
properly prepared in accordance with United Kingdom 
Generally Accepted Accounting Practice; and
 › the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies 
Act 2006
In our opinion the information given in the Strategic Report 
and Directors’ Report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements. 
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
 › adequate accounting records have not been kept by the 
Parent Company, or returns adequate for our audit have 
not been received from branches not visited by us; or
 › the Parent Company financial statements are not in 
agreement with the accounting records and returns; or
 › certain disclosures of Directors’ remuneration specified by 
law are not made; or
 › we have not received all the information and explanations 
we require for our audit.
Kieran Storan (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
3 May 2016
BDO LLP is a limited liability partnership registered in England 
and Wales (with registered number OC305127).
Independent Auditor’s Report to the 
Members of Gaming Realms plc 20 Gaming Realms plc Annual Report & Accounts 2015
Consolidated Statement of Profit and  
Loss and Other Comprehensive Income
For the year ended 31 December 2015
Note
1 January 2015 
to 31 December 
2015 
£
1 October 2013 
to 31 December 
2014 
£
Revenue 21,208,446 11,227,206
Marketing expenses 3 (11,510,755) (10,205,720)
Operating expenses 3 (5,725,255) (2,460,178)
Administrative expenses 3 (8,079,852) (6,379,613)
Adjusted EBITDA* (4,107,416) (7,818,305)
Acquisition costs 4 (318,853) (140,773)
Restructuring costs 4 – (80,839)
Share-based payment 24 (673,730) (438,169)
EBITDA (5,099,999) (8,478,086)
Amortisation of intangible assets 3 (2,230,940) (1,277,357)
Depreciation of property, plant and equipment 3 (59,861) (41,252)
Finance expense 10 (393,579) (57,355)
Finance income 10 7,579 14,601
Loss before tax (7,776,800) (9,839,449)
Tax credit 11 335,775 92,399
Loss for the financial year attributable to owners of the parent (7,441,025) (9,747,050)
Other comprehensive income
Exchange gain arising on translation of foreign operations 605,546 –
Total other comprehensive income 605,546 –
Total comprehensive income (6,835,479) (9,747,050)
Earnings per share 
Loss per share
Basic and diluted (pence) 12 (3.45) (5.90)
The notes on pages 24 to 45 form part of these financial statements.
*  EBITDA and adjusted EBITDA are non-GAAP measures and excludes acquisition, restructuring and other expenses as described in note 4 and share-based payment 
charges as described in note 24. 21 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Consolidated Statement of  
Financial Position 
As at 31 December 2015
Note
31 December 
2015 
£
31 December 
2014 
£ 
Assets
Non-current assets
Property, plant and equipment 13 189,652 143,164
Goodwill 14 18,092,116 13,543,905
Intangible assets 14 10,835,685 3,213,519
Other assets 15 152,000 158,500
29,269,453 17,059,088
Current assets
Trade and other receivables 17 4,018,084 2,224,741
Cash and cash equivalents 16 2,536,388 4,013,894
6,554,472 6,238,635
Total assets 35,823,925 23,297,723
Liabilities
Current liabilities
Trade and other payables 18 4,327,965 2,750,136
Loans and borrowings 19 – 14,504
Deferred and contingent consideration 25, 26 4,990,966 2,500,000
9,318,931 5,264,640
Non-current liabilities
Deferred tax liability 1,232,597 39,288
Deferred and contingent consideration 25, 26 2,474,533 2,387,648
3,707,130 2,426,936
Total liabilities 13,026,061 7,691,576
Net assets 22,797,864 15,606,147
Equity
Share capital 21 24,920,829 19,517,049
Share premium 22 85,127,955 78,119,547
Merger reserve 22 (68,393,657) (69,334,935)
Foreign exchange reserve 22 605,546 –
Retained earnings 22 (19,462,809) (12,695,514)
Total equity attributable to owners of the parent 22,797,864 15,606,147
The notes on pages 24 to 45 form part of these financial statements. The financial statements were approved and authorised for 
issue by the Board of Directors on 3 May 2016 and were signed on its behalf by:
Patrick Southon
Chief Executive Officer 22 Gaming Realms plc Annual Report & Accounts 2015
Consolidated Statement of Cash Flows
For the year ended 31 December 2015
Note
2015 
£
2014 
£ 
Cash flows from operating activities
Loss for the year (7,441,025) (9,747,050)
Adjustments for:
Depreciation of property, plant and equipment 13 59,861 41,252
Amortisation of intangible assets 14 2,230,940 1,277,357
Finance income 10 (7,579) (14,601)
Finance expense 10 254,462 57,355
Unwind of deferred tax recognised on business acquisitions 11 (122,692) (46,431)
Loss on disposal of property, plant and equipment 13 42,372 30,243
Loss on disposal of intangible assets 14 106,043 –
Share-based payment expense 24 673,730 438,169
(Increase)/decrease in trade and other receivables (1,177,150) 39,776
Increase/(decrease) in trade and other payables 1,458,801 (22,760)
Decrease/(increase) in other assets 6,500 (99,402)
Net cash from operating activities (3,915,737) (8,046,092)
Cash flow from investing activities
Acquisition of business and subsidiary, net of cash acquired 25,26 (6,652,050) (3,290,311)
Purchases of property, plant and equipment 13 (68,055) (107,240)
Purchase of intangible assets 14 (1,805,913) (583,364)
Interest received 10 7,579 14,601
Net cash from investing activities (8,518,439) (3,966,314)
Cash flow from financing activities
Proceeds of ordinary share issue 12,500,000 11,938,999
Issuance cost of shares (501,534) (130,702)
Payment of contingent consideration (1,250,000) (825,000)
Fair value adjustment to contingent consideration (134,017) –
Foreign exchange loss on deferred consideration 273,134 –
Contingent consideration on prior period acquisitions 105,000 –
Repayment of other loans 19 (14,504) (30,000)
Interest paid 10 (21,409) (10,035)
Net cash from financing activities 10,956,670 10,943,262
Net decrease in cash and cash equivalents (1,477,506) (1,069,144)
Cash and cash equivalents at beginning of year 3,994,326 5,063,470
Cash and cash equivalents at end of year 16 2,516,820 3,994,326
The notes on pages 24 to 45 form part of these financial statements. 23 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Share 
capital 
£
Share 
premium
 £
Shares to 
be issued 
£
Merger 
reserve 
£
Foreign
 exchange 
reserve
 £
Retained 
earnings 
£ 
Total equity 
£
1 October 2013 14,633,369 70,437,354 – (71,077,359) – (3,365,204) 10,628,160
Loss for the period – – – – – (9,747,050) (9,747,050)
Shares issued as part of the 
consideration in a business 
combination 757,576 – – 1,742,424 – – 2,500,000
Shares issued as part of the 
capital raising 4,126,104 7,812,895 – – – – 11,938,999
Cost of issue of ordinary 
share capital – (130,702) – – – – (130,702)
Shares to be issued – – 803,571 – – – 803,571
Settlement of shares to be 
issued – – (803,571) – – (21,429) (825,000)
Share-based payment on 
share options – – – – – 438,169 438,169
31 December 2014 19,517,049 78,119,547 – (69,334,935) – (12,695,514) 15,606,147
Loss for the year – – – – – (7,441,025) (7,441,025)
Other comprehensive 
income – – – 605,546 – 605,546
Total comprehensive 
income for the year – – – – 605,546 (7,441,025) (6,835,479)
Contributions by and 
distributions to owners
Shares issued as part of the 
consideration in a business 
combination 413,722 – – 941,278 – – 1,355,000
Shares issued as part of the 
capital raising 4,990,058 7,509,942 – – – – 12,500,000
Cost of issue of ordinary 
share capital – (501,534) – – – – (501,534)
Share-based payment on 
share options (note 24) – – – – – 673,730 673,730
31 December 2015 24,920,829 85,127,955 – (68,393,657) 605,546 (19,462,809) 22,797,864
The notes on pages 24 to 45 form part of these financial statements.
 
Consolidated Statement of Changes  
in Equity 
For the year ended 31 December 2015 24 Gaming Realms plc Annual Report & Accounts 2015
1. Accounting policies
General information
Gaming Realms plc (the “Company”) and its subsidiaries (together the “Group”).
The Company is admitted to trading on AIM of the London Stock Exchange. It is incorporated and domiciled in the UK. The 
address of its registered office is One Valentine Place, London, SE1 8QH.
Basis of preparation
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. 
The consolidated financial statements are presented in sterling.
These financial statements have been prepared in accordance with International Financial Reporting Standards, International 
Accounting Standards and Interpretations (collectively “IFRSs”) as adopted by the EU. 
The preparation of financial statements in compliance with adopted IFRSs requires the use of certain critical accounting 
estimates. It also requires Group management to exercise judgement in applying the Group’s accounting policies. The areas 
where significant estimates and judgements have been made in preparing the financial statements and their effects are 
disclosed in note 2.
Basis of consolidation 
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 31 December 
2015 and the results of all subsidiaries for the year then ended. 
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of 
the following elements are present: power over the investee; exposure to variable returns from the investee; and the ability of the 
investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that 
there may be a change in any of these elements of control.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised 
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting 
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the 
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their 
fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive 
income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Revenue
Revenue comprises net gaming revenue derived from real money gambling, commissions on marketing services, licensing, 
advertising and social gaming.
Net gaming revenue derived from real money gambling
Net gaming revenue derives from online gambling operations and is defined as the difference between the amounts of bets placed 
by the players less amounts won by players. It is stated after deduction of certain bonuses, jackpots and prizes granted to players.
Net gaming revenue is recognised to the extent that its probable 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 occur.
Marketing services
Revenue is derived from marketing services provided in relation to online bingo and casino products. The commission revenue 
is calculated either as a percentage of net gaming revenue from the operators or in line with contracts (typically based on fixed 
price per player). Commission revenue is recognised to the extent that the probable 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 occur.
Revenue is also derived from digital marketing services provided to both gaming and non-gaming clients. The revenue is 
calculated as a percentage of marketing spend and is recognised as a percentage of completion.
Notes to the Consolidated Financial 
Statements
For the year ended 31 December 2015 25 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
1. Accounting policies continued
Advertising revenue
Advertising revenue derives from contractual relationships with agencies, advertising brokers and certain advertisers for 
advertisements within our social games. Advertising revenue is recognised to the extent that it is probable 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 occur.
Social gaming revenue
Social gaming revenue derives from the purchase of credits and awards on the social gaming sites. Social gaming revenue is 
recognised to the extent that it is probable 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 occur.
Licensing revenue
Licensing revenue derives from contractual relationships for the use of intellectual property. License fees are recognised over the 
estimated period of benefit of the license to the licensee. Revenue is recognised where substantially all risk and rewards have 
been transferred and there are no further monetary or financial obligations to be fulfilled by the licensor. 
Adjusted EBITDA
EBITDA is a non-GAAP, company specific measure. Adjusted EBITDA excludes adjusting items from EBITDA. Adjusting items  
are non-recurring material items which are outside the normal scope of the Group’s ordinary activities. These items are 
separately disclosed in order to enhance the reader’s understanding of the Group’s profitability and cash flow generation. 
Adjusting items include costs arising from a fundamental restructuring of the Group’s operations, acquisition costs and share-
based payment charges. 
Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable 
assets, liabilities and contingent liabilities acquired. 
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-
controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity 
interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and in the case of contingent 
consideration classified as a financial liability, remeasured subsequently through profit or loss. 
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement 
of comprehensive income. 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 statement of comprehensive income on the acquisition date.
Impairment of non-financial assets (excluding inventories, investment properties and deferred tax assets)
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the 
financial year end. 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 (ie 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 
smallest group of assets to which it belongs for which there are separately identifiable cash flows, its cash generating units 
(“CGUs”). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business 
combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other 
comprehensive income. An impairment loss recognised for goodwill is not reversed.
Foreign currency
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in 
which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency 
monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the 
retranslation of unsettled monetary assets and liabilities are recognised immediately in the Statement of Comprehensive Income. 26 Gaming Realms plc Annual Report & Accounts 2015
1. Accounting policies continued
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the 
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those 
operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net 
assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and 
accumulated in the foreign exchange reserve.
Exchange differences recognised as profit or loss in Group entities’ separate financial statements on the translation of long-term 
monetary items forming part of the Group’s net investment in the overseas operation concerned are reclassified to other 
comprehensive income and accumulated in the foreign exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to 
that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the 
profit or loss on disposal.
Financial assets
The Group classifies its financial assets depending on the purpose for which the asset was acquired. The Group has not classified 
any of its financial assets as held to maturity.
The Group’s accounting policies for financial assets are as follows:
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. 
They arise principally through the provision of goods and services to customers (eg trade receivables), but also incorporate other 
types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable 
to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less 
provision for impairment. 
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the 
counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the 
terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value 
of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such 
provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the 
consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross 
carrying value of the asset is written off against the associated provision.
The Group’s loans and receivables comprise trade and other receivables, and cash and cash equivalents in the consolidated 
statement of financial position. 
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments 
with original maturities of three months or less.
Financial liabilities
Financial liabilities held by the Group consist of deferred and contingent consideration, customer funds, trade payables and other 
short-term monetary liabilities. 
Financial liabilities are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument and with the exception of deferred and contingent consideration, subsequently recognised at amortised cost. 
Contingent consideration arising from business combinations that is classified as liability is subsequently measured at fair value 
through profit and loss. Deferred consideration arising from business combinations is recognised at present value and unwound 
over the period until settlement.
Share capital
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a 
financial liability or financial asset.
The Group’s ordinary shares are classified as equity instruments.
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 27 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
1. Accounting policies continued
Share-based payments
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged 
to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken 
into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the 
cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting 
conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting 
conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative 
expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income 
is charged with the fair value of goods and services received.
The fair value of share options issued without market-based vesting conditions is measured by the application of the Black-
Scholes option pricing model by reference to the grant date of the options. The fair value of share options issued with market-
based vesting conditions is measured by use of the Monte Carlo method.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their 
useful economic lives. 
Intangible assets are recognised on business combinations if they are separable from the acquired entity or arise from other 
contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see 
section related to critical estimates and judgements below).
In-process research and development programmes acquired in such combinations are recognised as an asset even if subsequent 
expenditure is written off because the criteria specified in the policy for development costs below are not met.
Internally generated intangible assets (development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
 › it is technically feasible to develop the product for it to be sold;
 › adequate resources are available to complete the development;
 › there is an intention to complete and sell the product;
 › the Group is able to sell the product;
 › sale of the product will generate future economic benefits; and
 › expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. 
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are 
recognised in the consolidated statement of comprehensive income as incurred.
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of 
intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life
Customer databases 1–2 years
Development costs 3 years
IP 8 years
Domain name 2–3 years
Software 3 years 28 Gaming Realms plc Annual Report & Accounts 2015
1. Accounting policies continued
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement 
of financial position differs from its tax base, except for differences arising on:
 › The initial recognition of goodwill.
 › The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the 
transaction affects neither accounting or taxable profit.
 › Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the 
difference and it is probable that the difference will not reverse in the foreseeable future.
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. 
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the 
reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). 
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly 
attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The 
corresponding liability is recognised within provisions.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost less estimated residual 
value, of each asset evenly over its expected useful life as follows:
Office, furniture and equipment 20% per annum straight-line
Computer equipment 33% per annum straight-line
Leasehold improvements Over the life of the lease
Player liabilities
Liabilities to players comprise the amounts that are credited to customers’ accounts including provision for bonuses granted by 
the Group. These amounts are repayable in accordance with the applicable terms and conditions. 
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 benefit that can be reasonably estimated. The provision is measured at the 
best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting 
current market assessments of the time value of money and risks specific the liability. 
Standards and interpretations
Management are considering the potential impact of IFRS 15 Contracts with customers and IFRS 16 Leases, but do not expect 
the new standards, interpretations and amendments, which are effective for periods beginning after 1 January 2016 and which 
have not been adopted early, to have a material effect on the Group’s future financial information. 
2. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated 
based on historical experience and other factors, including expectations of future events that are believed to be reasonable 
under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and 
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are discussed below.
Estimates
(a) Impairment of goodwill and other intangible assets
Goodwill and other intangible assets are reviewed for impairment and their values are written-down on the basis of the Group’s 
expectations of future economic benefits expected to be received by the Group. Any process which attempts to estimate future 
outcomes is subject to uncertainty. Where it is believed that the estimation uncertainty can give rise to material differences in 
asset carrying values, this will be stated in the relevant notes to the financial statements.
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 29 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
2. Critical accounting estimates and judgements continued
(b) Amortisation of development costs
Capitalised development costs are subject to amortisation over its useful life and reviewed for impairment whenever events or 
changes in circumstances indicate that the carrying amount may not be recoverable. The Group amortises the assets over the 
life of the product. The estimated useful life of these assets at period end is three years.
(c) Deferred tax
Deferred tax assets and liabilities are recognised for temporary differences and for tax loss carry-forwards. The assessment of 
temporary differences and tax loss carry-forwards is based on management’s estimates of future taxable profits against which 
the temporary differences and loss carry-forwards may be utilised.
The Group has not recognised a deferred tax asset in respect of their losses given that this is the Group’s third period of operation 
and there is no track record of taxable profits at this time. Deferred tax assets will be recognised when the Group has established 
a track record of expected future taxable profit.
(d) Determination of the fair value of contingent consideration
The fair value of contingent consideration is based on the probability of expected cash flow outcomes and the assessment of 
present values using appropriate discount rates. Further details in relation to key estimates and judgements are set out in note 26.
Judgements
(a) Revenue recognition
Social gaming revenue is recognised as the service is delivered. This is considered to be when the player buys credits to play the 
game on the basis that there is no further service to be delivered. In addition, revenue generated from in app ads are recognised 
when the advertisement is displayed or offer has been completed by the customer and confirmed by third-party reports.
Net gaming revenue is derived from real money gambling and is recognised as the total wagers less wins less promotional 
money to players.
Other revenue comprises of affiliate services and marketing services.
(b) Capitalisation and amortisation of development costs
The identification of development costs that meet the criteria for capitalisation is dependent on management’s judgement and 
knowledge of the work done. Development costs of gaming software platforms are separately identified. Judgements are based 
on the information available at each period end. Economic success of any development is assessed on a reasonable basis but 
remains uncertain at the time of recognition. 
(c) Valuation of assets acquired on business combinations 
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 capitalised if they are separable from the acquired entity or 
arise from other contractual or legal rights. The amounts ascribed to these assets are arrived at by using appropriate valuation 
techniques to determine the fair value. Capitalised intangible assets are amortised over the useful economic life of the assets. 
This has ranged between 1 to 8 years for acquisitions to date. 
3. Expenses by nature
2015 
£
2014 
£
Operating, administrative and marketing expenses includes:
Employee benefit expenses (see note 8) 6,186,605 4,553,714
Depreciation of property, plant and equipment 59,861 41,252
Amortisation of intangible assets 2,230,940 1,277,357
Advertising expenses 11,510,755 10,205,720 30 Gaming Realms plc Annual Report & Accounts 2015
4. Adjusted EBITDA
2015 
£
2014 
£
Acquisition costs 318,853 140,773
Restructuring costs – 80,839
Share-based payments 673,730 438,169
992,583 659,781
During the year, the Group incurred acquisition fees of £318,853 for the acquisition of gaming assets and Backstage Technologies 
Inc. from RealNetworks, Inc. 
5. Auditor’s remuneration
During the year the Group obtained the following services from the Company’s auditor:
2015 
£
2014 
£
Fees payable to the Company’s auditor for the audit of consolidated and subsidiary financial 
statements 106,727 86,700
Fees payable to the Company’s auditor for other services:
– Acquisition and assurance services 24,227 44,000
– Tax compliance services 14,601 24,675
– Tax advisory services 18,235 –
6. Key management personnel remuneration
2015 
£
2014 
£
Short-term benefits of key management personnel 1,496,837 1,148,279
Post-employment benefits of key management personnel 40,014 9,800
Share-based benefits of key management personnel 291,960 238,729
1,828,811 1,396,808
The table represents remuneration paid to the key management personnel (which include Directors) of the consolidated entity.
7. Directors’ remuneration
The following table presents the Directors’ remunerations of the Company for the year ended 31 December 2015.
Salary  
and fees 
£
Benefits 
£
2015 
Total 
£
2014 
Total 
£
Michael Buckley 60,000 – 60,000 51,667
Patrick Southon 134,050 7,233 141,283 152,572
Simon Collins 120,300 6,296 126,596 139,906
Mark Segal 130,300 7,216 137,516 139,980
Jim Ryan 40,000 – 40,000 56,667
Mark Wilson 40,000 – 40,000 56,667
Atul Bali 134,792 4,826 139,618 26,667
659,442 25,571 685,013 624,126
Directors’ interests in long-term incentive plans
The Directors’ ordinary shares in the Company, were as follows:
£0.10 ordinary shares
2015 
Number of 
shares
2014 
Number of 
shares
Michael Buckley 21,000,000 16,600,000
Patrick Southon 11,585,501 10,397,039
Simon Collins 10,524,924 10,347,039
Mark Segal 740,761 644,607
Jim Ryan 1,384,615 384,615
Mark Wilson 384,615 384,615
Atul Bali 1,000,000 –
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 31 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
7. Directors’ remuneration continued
The Directors’ interests in share options, over ordinary shares in the Company, were as follows:
Option at 
1 January 
2015
Option 
granted
Options 
lapsed
Option at 
31 December 
2015
Exercise 
price
Hurdle 
price Date of grant
Michael Buckley
1
5,769,230 – – 5,769,230 £0.01 £0.20 1 August 2013
Patrick Southon
1
5,769,230 – – 5,769,230 £0.01 £0.20 1 August 2013
Simon Collins
1
4,615,384 – – 4,615,384 £0.01 £0.20 1 August 2013
Mark Segal
1
3,076,923 – – 3,076,923 £0.01 £0.20 1 August 2013
Jim Ryan
2
769,230 – – 769,230 £0.13 – 1 August 2013
Mark Wilson
2
769,230 – – 769,230 £0.13 – 1 August 2013
Atul Bali
3,4
750,000 5,000,000 – 5,750,000 £0.23 – 17 June 2014, 
10 October 2015
1  On 1 August 2013, the Company granted options to B shares under the Gaming Realms 2013 EMI plan. The B share value will be 20 pence less than the prevailing 
price of the ordinary shares and will therefore have no value unless the value of the new ordinary shares exceeds 20 pence. EMI options can only be granted to 
employees who meet the statutory working time requirement, and cannot normally be exercised before 15 July 2015. All options granted under the New Share 
Option Scheme on Admission will be exercisable over B shares at their nominal value of £0.01 and will be capable of exercise, subject to certain exceptions, after 
two years of the date of grant.
2  On 1 August 2013, the Company granted Unapproved Options which have the same rights as the options granted over the B shares under the Gaming Realms 2013 
EMI plan, save that the exercise price will be 13 pence per ordinary share.
3  On 17 June 2014, the Company granted Unapproved Options which have the same rights as the options granted over the B shares under the Gaming Realms 2013 
EMI plan, save that the exercise price will be 23 pence per ordinary share.
4  On 10 October 2015, the Company granted Unapproved Options which have the same rights as the options granted over the B shares under the Gaming Realms 
2013 EMI plan, save that the exercise price will be 23 pence per ordinary share.
8. Employee benefit expenses
2015 
£
2014 
£
Employee benefit expenses (including Directors) comprise:
Wages and salaries 5,970,983 4,164,705
Share-based payment expense (note 24) 673,730 438,169
Social security contributions and similar taxes 640,604 458,909
Pension contributions 144,107 48,781
7,429,424 5,110,564
Staff costs capitalised in respect of internally generated intangible assets (1,242,819) (556,850)
6,186,605 4,553,714
The Group makes contributions to defined contribution plans and has no further payment obligations once the contributions 
have been paid. The contributions are recognised as employee benefit expense when they are due. The assets of the individual 
schemes are held separately from those of the Group in independently administered funds. 
2015 
£
2014 
£
The average number of persons, including Directors:
Operational 32 17
Development 39 21
Marketing 27 10
Management and administrative 23 17
121 65 32 Gaming Realms plc Annual Report & Accounts 2015
9. Segment information
The Board is the Group’s chief operating decision-maker. Management has determined the operating segments based on the 
information reviewed by the Board for the purposes of allocating resources and assessing performance. The Group has two 
reportable segments. The social gaming provides freemium gaming and licensing services to the US and Europe. The real money 
gambling products and marketing services operates our brands and provides other digital marketing services to both gaming 
and non-gaming clients in the UK. 
Revenue by product
2015 
£
2014 
£
Real money gambling 10,801,303 2,667,596
Social gaming and licensing 2,537,158 1,176,082
Marketing services 7,839,299 7,383,528
Other 30,686 –
21,208,446 11,227,206
There was 1 (2014: 1) customer who generated more than 10% of total revenue. Total sales to this customer, which received 
marketing services, in the year were £1,296,670 (2014: £1,338,882). This major customer receives marketing services from the Group.
Geographical information
The Group considers that its primary geographic regions are the UK, including the Channel Islands, US and the rest of the world. 
No revenue is derived from real money gambling in the US. Revenues from customers outside the UK (including the Channel Islands) 
and the US are not considered sufficiently significant to warrant separate reporting. All non-current assets are based in the UK.
External 
revenue by 
location of 
customers 
2015 
£
External 
revenue by 
location of 
customers 
2014 
£
UK, including the Channel Islands 17,656,043 9,850,955
US 1,752,753 878,868
Rest of the world 1,799,650 497,383
21,208,446 11,227,206
The acquisition during the year (see note 25) formed a new segment for the Group, which was previously managed as one segment. 
Segmental reporting for the year is as below:
Real money 
gambling and 
marketing 
services 
£
Social gaming 
and licensing 
£
Other* 
£
Total 
2015 
£
Revenue 18,640,602 2,537,158 30,686 21,208,446
Adjusted EBITDA (831,773) (1,389,042) (1,886,601) (4,107,416)
Listing and acquisition costs (318,853)
Share-based payment (673,730)
EBITDA (5,099,999)
Amortisation of intangible assets (2,230,940)
Depreciation of property, plant and equipment (59,861)
Finance expense (393,579)
Finance income 7,579
Loss before tax (7,776,800)
* Other segment noted above includes unallocated head office activities. 
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 33 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
10. Finance income and expense
2015 
£
2014 
£
Finance income
Interest received 7,579 14,601
Total finance income 7,579 14,601
Finance expense
Bank interest expense paid 21,409 10,035
Deferred and contingent consideration unwinding 233,053 47,320
Fair-value adjustment of contingent consideration (134,017) –
Foreign exchange movement on deferred consideration 273,134 –
Total finance expense 393,579 57,355
The deferred consideration in relation to the acquisition from RealNetworks, Inc. was retranslated at the year-end exchange 
rate which resulted in a £273,134 charge in the current year. In addition to this, the Blueburra Holdings Limited contingent 
consideration was settled post year-end through the disposal of the white labels as set out in note 29, the credit represents 
a fair value adjustment to the contingent consideration.
11. Tax expense
2015 
£
2014 
£
Tax expense 
Current tax expense
Current tax credit on losses for the year 213,083 45,968
Total current tax 213,083 45,968
Deferred tax expense
Origination and reversal of temporary differences 122,692 46,431
Total deferred tax 122,692 46,431
Total tax credit 335,775 92,399
The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the UK 
applied to profits for the year are as follows:
2015 
£
2014 
£
Loss for the year (7,776,800) (9,839,449)
Expected tax at effective rate of corporation tax in the UK of 20.25% (2014: 21.75%) (1,574,802) (2,140,080)
Tax effect of: 
Expenses not deductible for tax purposes 273,077 120,098
Depreciation in excess of capital allowances 18,501 8,972
Effects of overseas taxation 316,501 75,736
Adjustment in respect of loss carried back – (45,968)
Unwind of deferred tax recognised on business acquisitions (122,692) (46,431)
Research and development tax credit (213,083) –
Tax losses carried forward 966,723 1,935,274
Total tax credit (335,775) (92,399)
Changes in tax rates and factors affecting the future tax charge
On 26 March 2015, the Finance Act received Royal Assent and so the previously announced reduced rate of corporation tax 
of 20% from 1 April 2015 was substantively enacted. Accordingly, deferred tax balances as at 31 December 2015 have been 
recognised at 20% (2014: 20%). There are unused tax losses carried forward as at the balance sheet date of £27,278,988 (2014: 
£21,695,023) equating to an unrecognised deferred tax asset of £5,455,798 (2014: £4,339,005). No deferred tax asset has been 
recognised in respect of these losses, as the recoverability of any asset is dependent upon sufficient profits being achieved in 
future years to utilise this asset. The timings of such profits are uncertain.  34 Gaming Realms plc Annual Report & Accounts 2015
12. Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number 
of shares in issue during the year. For fully diluted loss per share, the weighted average number of ordinary shares in issue is 
adjusted to assume conversion of dilutive potential ordinary shares. The Group’s potentially dilutive securities consist of share 
options and performance shares. As the Group is loss-making, none of the potentially dilutive securities are currently dilutive.
2015 
£
2014 
£
Loss after tax (7,441,025) (9,747,050)
Number Number
Weighted average number of ordinary shares used in calculating basic loss per share 215,672,706 165,220,742
Weighted average number of ordinary shares used in calculating dilutive loss per share 215,672,706 165,220,742
Basic and diluted loss per share (pence) (3.45) (5.90)
13. Property, plant and equipment
Leasehold 
improvements
£
Computers 
and related 
equipment 
£
Office furniture 
and equipment 
£
Total 
£
Cost
At 1 October 2013 37,899 17,393 7,363 62,655
Acquired through business combination 30,953 11,976 4,850 47,779
Additions 45,393 37,264 24,583 107,240
Disposals (42,852) – – (42,852)
At 31 December 2014 71,393 66,633 36,796 174,822
Acquired through business combination 49,711 16,268 15,026 81,005
Additions – 54,176 13,879 68,055
Disposals (34,614) (13,392) (4,850) (52,856)
FX movement (161) (52) (49) (262)
At 31 December 2015 86,329 123,633 60,802 270,764
Accumulated deprecation
At 1 October 2013 746 1,865 404 3,015
Depreciation charge 18,780 17,759 4,713 41,252
Disposals (12,609) – – (12,609)
At 31 December 2014 6,917 19,624 5,117 31,658
Depreciation charge 16,957 32,737 10,167 59,861
Disposals (7,417) (1,865) (1,202) (10,484)
FX movement 39 26 12 77
At 31 December 2015 16,496 50,522 14,094 81,112
Net book value
At 31 December 2014 64,476 47,009 31,679 143,164
At 31 December 2015 69,833 73,111 46,708 189,652
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 35 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
14. Intangible assets
Goodwill 
£
Customer 
database 
£
Software 
£
Development 
costs 
£
Domain 
names 
£
Intellectual 
property 
£
Total 
£
Cost
At 1 October 2013 4,810,187 387,512 361,684 525,961 – – 6,085,344
Acquired through 
business combination 
(note 26) 8,733,718 2,802,041 – – – – 11,535,759
Additions – – – 556,850 26,514 – 583,364
At 31 December 2014 13,543,905 3,189,553 361,684 1,082,811 26,514 – 18,204,467
Acquired through 
business combination 
(note 25) 4,300,671 1,289,563 1,039,236 – 320,832 5,076,493 12,026,795
Additions – – – 1,805,913 – – 1,805,913
Disposals – – (361,684) – – – (361,684)
FX movement 247,540 64,532 52,005 – 16,055 277,886 658,018
At 31 December 2015 18,092,116 4,543,648 1,091,241 2,888,724 363,401 5,354,379 32,333,509
Amortisation
At 1 October 2013 – 53,662 71,900 44,124 – – 169,686
Amortisation charge – 804,324 150,934 321,671 428 – 1,277,357
At 31 December 2014 – 857,986 222,834 365,795 428 – 1,447,043
Amortisation charge – 1,202,670 172,321 554,061 46,325 255,563 2,230,940
Disposals – – (255,641) – – – (255,641)
FX movement – (4,711) (3,797) – (1,172) (6,954) (16,634)
At 31 December 2015 – 2,055,945 135,717 919,856 45,581 248,609 3,405,708
Net book value
At 31 December 2014 13,543,905 2,331,567 138,850 717,016 26,086 – 16,757,424
At 31 December 2015 18,092,116 2,487,703 955,524 1,968,868 317,820 5,105,770 28,927,801
Goodwill
During the year, the Group acquired various gaming assets and Backstage Technologies Inc from RealNetworks, Inc. (see note 25) 
resulting in addition to goodwill of £4,300,671. A summary of the acquisitions and the goodwill acquired are listed below:
Acquisitions £
Blastworks Limited 3,466,069
AlchemyBet Limited 1,344,118
QuickThink Media Limited 1,904,028
Blueburra Holdings Limited 6,829,690
Slingo assets and Backstage Technologies Inc. 4,548,211
Total goodwill 18,092,116
In accordance with IAS 36, the Group regularly monitors the carrying value of its intangible assets. A detailed review was 
undertaken at 31 December 2015 to assess whether the carrying value of assets was supported by net present value of future cash 
flows derived from those assets. The Group has three CGUs for which the carrying amount of goodwill is allocated. The recoverable 
amounts to which the goodwill is allocated has been determined using a value in use calculation. The calculation of value in use 
is based on several assumptions which feed into a forecast model based on past player lifetime values and experience.
Cash flow projections have been prepared for a five-year period following which a long-term growth rate of 2% has been 
assumed. A discount rate of 25% has been used in discounting the projected cash flows, which is based on the Group’s specific 
risk adjusted weighted average cost of capital. 36 Gaming Realms plc Annual Report & Accounts 2015
14. Intangible assets continued
The key assumptions of the forecasts were as follows:
 › number of new player depositing registrations;
 › rate of retention of existing players;
 › spending patterns of players; and
 › CPA or installs from different acquisition sources.
The above assumptions are based on the trends noted to date, industry standard measurements and management’s experience. 
The Directors do not believe any reasonably possible change in the key assumptions would lead to an impairment of the carrying 
amount of the CGUs. The carrying amount of goodwill is allocated to the CGUs as follows:
2015 
£
2014 
£
Real money gambling and marketing services 13,543,905 13,543,905
Social gaming and licensing 4,548,211 –
18,092,116 13,543,905
15. Other assets
2015 
£
2014
 £
Other assets 152,000 158,500
Other assets represents the rental deposit on operating leases and deposits held with third-party suppliers.
16. Cash and cash equivalents
2015 
£
2014
 £
Cash and cash equivalents 2,516,820 3,994,326
Restricted cash 19,568 19,568
2,536,388 4,013,894
Restricted cash of £19,568 (2014: £19,568) relates to funds held in Swiss subsidiaries which are currently in liquidation. The funds 
are restricted and are not included in the consolidated statement of cash flows.
17. Trade and other receivables
2015 
£
2014
 £
Trade and other receivables 2,473,844 1,183,859
Allowance for doubtful debts (8,938) (9,548)
2,464,906 1,174,311
Prepayments and accrued income 1,553,178 1,050,430
4,018,084 2,224,741
All amounts shown fall due for payment within one year.
18. Trade and other payables
2015 
£
2014 
£
Trade and other payables 2,105,335 1,277,163
Accruals 1,883,805 1,077,171
Player liabilities 338,825 395,802
4,327,965 2,750,136
The carrying value of trade and other payables is classified as financial liabilities measured at amortised cost approximates fair value.
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 37 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
19. Loans and borrowings
2015 
£
2014 
£
Current liabilities
Loans and borrowings – 14,504
Non-current liabilities
Loans and borrowings – –
20. Financial instruments and risk management – Group
The Group is exposed through its operations to risks that arise from use of its financial instruments. The Group does not 
make any use of derivative-based financial instruments. The Group’s financial assets and liabilities are shown on the face 
of the consolidated statement of financial position and in the table below and they can be classified wholly as either loans 
and receivables, other assets or other liabilities. The Group has operated with a positive cash balance throughout the year.
2015 
£
2014 
£
Financial assets
Cash and cash equivalents 2,536,388 4,013,894
Trade and other receivables 2,464,906 1,174,311
Other assets 152,000 158,500
Financial liabilities
Trade and other payables 2,105,335 1,277,163
Accruals 1,883,805 1,077,171
Player liabilities 338,825 395,802
Loans and borrowings – 14,504
Deferred and contingent consideration 7,465,499 4,887,648
Financial assets of the Group are classified as loans and receivables and all financial liabilities are held at amortised cost except 
contingent consideration which is recognised at fair value through profit and loss. In the Directors’ opinion, there is no material 
difference between the book value and the fair value of any of the financial instruments.
The Group has some exposure to credit risk and liquidity risk. There has been no material change to the financial instruments 
used within the business during the year except for contingent consideration and therefore no material changes to the risk 
management policies put in place by the Board which are now discussed below.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. Whilst 
acknowledging this responsibility, it has delegated the authority and day-to-day responsibility for designing and operating 
systems and controls which meet these risk management objectives to the finance and administration function. The Board 
regularly reviews the effectiveness of these processes in meeting its objectives and considers any necessary changes in response 
to changes within the business or the environment in which it operates.
Currency risk
The Group is exposed to currency risk on translation and on sales and purchases that are denominated in a currency other than 
pounds sterling (GBP). The currency in which these transactions are primarily denominated is US dollars (USD).
The Group’s policy is, where possible to allow Group entities to settle liabilities denominated in their functional currency with the 
cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other 
than their functional currency cash already denominated in that currency will, where possible, be transferred from elsewhere in 
the Group. 38 Gaming Realms plc Annual Report & Accounts 2015
20. Financial instruments and risk management – Group continued
As of 31 December 2015, the Group’s net exposure to foreign exchange risk was as follows:
Net foreign currency financial assets/(liabilities)
Sterling 
2015 
£
Sterling 
2014
 £
US dollar 
2015 
£
US dollar 
2014 
£
Other 
2015 
£
Other 
2014
£
Sterling – – – – – –
US dollar (4,225,242) (2,062) – – 20,054 –
Other 2,456 (251) – – – –
Total (4,222,786) (2,313) – – 20,054 –
The effect of a 20% strengthening of the US dollar against sterling at the reporting date on the US dollar denominated payables 
carried at that date would, all other variables held constant, have resulted in an increase in losses after date and decrease of net 
assets of £844,557 (2014: £463). A 20% weakening in the exchange rate would, on same basis decrease loss after tax and 
increase net assets by £844,557 (2014: £463).
Liquidity risk
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. 
Customer funds are kept in dedicated client accounts, separately from the Group’s operational bank accounts. 
The following table sets out the contractual maturities of financial liabilities:
At 31 December 2015
Within 1 year 
£
1–2 years
 £
Over 2 years 
£
Trade and other payables 2,105,335 – –
Accruals 1,883,805 – –
Player liabilities 338,825 – –
Deferred and contingent consideration 4,990,966 2,474,533 –
Total 9,318,931 2,474,533 –
At 31 December 2014
Within 1 year 
£
1–2 years
 £
Over 2 years 
£
Trade and other payables 1,277,163 – –
Accruals 1,077,171 – –
Player liabilities 395,802 – –
Loans and borrowings 14,504 – –
Deferred and contingent consideration 2,500,000 1,444,364 943,284
Total 5,264,640 1,444,364 943,284
At 31 December 2015, the analysis of trade and other receivables that were past due but no impaired is as follows:
Current
 £
Between 
30 and 
60 days 
£
Between 
61 and 
90 days 
£
Over 
91 days
 £
Trade and other receivables 1,829,369 557,693 52,420 34,362
Allowance for doubtful debts – – – (8,938)
At 31 December 2015 1,829,369 557,693 52,420 25,424
Trade and other receivables 750,156 268,930 101,801 62,972
Allowance for doubtful debts – – – (9,548)
At 31 December 2014 750,156 268,930 101,801 53,424
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 39 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
20. Financial instruments and risk management – Group continued
Financial liabilities measured at fair value
The fair value hierarchy of financial liabilities measured at fair value is provided. 
2015 2014
Level 1 
£
Level 2 
£
Level 3 
£
Level 1 
£
Level 2 
£
Level 3 
£
Contingent consideration – – 2,400,000 – – 4,887,648
The fair value measurement hierarchy is based on the inputs to valuation techniques used to measure fair value. The inputs are 
categorised into three levels, with the highest level (level 1) given to inputs for which there are unadjusted quoted prices in active 
markets for identical assets or liabilities and the lowest level (level 3) given to unobservable inputs. Level 2 inputs are directly or 
indirectly observable inputs other than quoted prices. Contingent consideration is recognised as management’s best estimate of 
the amounts ultimately to be settled, based on probability settlement. Since year end the liability was settled at £2,400,000.
Capital management
The Group is funded entirely through shareholders’ funds.
If financing is required, the Board will consider whether debt or equity financing is more appropriate and proceed accordingly. The 
Group is not subject to any externally imposed capital requirements.
21. Share capital 
Ordinary shares
2015 
Number
2015 
£
2014 
Number
2014 
£
Ordinary shares of 10 pence each 249,208,292 24,920,829 195,170,489 19,517,049
On 11 August 2015, 47,415,000 shares were issued at £0.25 per share and 2,485,578 shares were issued at £0.26 per share with 
costs of £501,534 associated with the share issue.
On 9 October 2015, 4,137,225 shares were issued to the previous shareholders of Blueburra Holdings Limited as part of their 
contingent consideration.
Movements in share capital
Number £
At 1 October 2013 146,333,690 14,633,369
Ordinary shares issued for cash consideration 41,261,041 4,126,104
Ordinary shares issued in the acquisition of Blueburra Holdings Limited 7,575,758 757,576
At 31 December 2014 195,170,489 19,517,049
Ordinary shares issued for cash consideration 49,900,578 4,990,058
Ordinary shares issued in settling the Blueburra Holdings Limited contingent consideration 4,137,225 413,722
At 31 December 2015 249,208,292 24,920,829 40 Gaming Realms plc Annual Report & Accounts 2015
22. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Merger reserve Adjustments arising on the reverse transaction and the excess of the fair 
value over nominal value for shares issued in business combinations 
qualifying for merger relief under the Companies Act 2006.
Retained earnings All other net gains and losses, and transactions with owners not 
recognised elsewhere.
Foreign exchange reserve Gains/losses arising on retranslating the net assets of overseas operations 
into sterling.
23. Leases
The Group has future lease payments under non-controllable operating leases on land and buildings and other leases. The total 
future value of minimum lease payments is due as follows:
2015 
£
2014
 £
Not later than one year 227,125 118,476
Later than one year and not later than five years 285,959 407,803
Later than five years – –
513,084 526,279
24. Share-based payment 
Gaming Realms 2013 EMI Plan
On 1 August 2013, the Company adopted the Gaming Realms 2013 EMI Plan to allow, at the discretion of the Board, any eligible 
employee to be granted EMI or non-EMI qualified options at an exercise price to be determined by the Board but not to be less 
than the nominal value of a share and will vest subject to such time based and share price performance based conditions as the 
Board may determine. 
Options to acquire ordinary shares under the EMI plan may be granted up to a maximum of £3,000,000 (based on the market 
value of the shares placed under option at the date of the grant).
No consideration is payable for the grant to of the option and the options are not transferable or assignable. Cash consideration is 
paid to the Company by the employee at the point that the share options are exercised. 
In 2013, the Company granted options for B shares under the Gaming Realms 2013 EMI Plan. B share value will be 20 pence less 
than the prevailing price of the ordinary shares and will therefore have no value unless the value of the new ordinary shares exceeds 
20 pence. EMI options can only be granted to employees who meet the statutory working time requirement, and cannot normally 
be exercised before 15 July 2015. All options granted under the New Share Option Scheme on Admission will be exercisable over 
B shares at their nominal value of £0.01 and will be capable of exercise, subject to certain exceptions, after two years of the date 
of grant.
Options are not exercisable later than midnight on the day before the tenth anniversary of the date of grant.
Options were fair valued using the Black-Scholes option pricing model, or where there are market-based performance conditions, 
a Monte Carlo simulation pricing model.
Expected volatility was determined by calculating the historical volatility of the Company’s competitors in the sector.
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 41 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
24. Share-based payment continued
The following information is relevant in the determination of the fair value of options granted during the year under the equity-
settled share-based remuneration schemes operated by the Group.
2015 2015 2014
Option scheme EMI option Unapproved options EMI option
Equity-settled
Option pricing model used Black-Scholes Black-Scholes Black-Scholes
Weighted average share price at grant date (in pence) 25 25 21–31
Exercise price (in pence) 25–33 24.75 23–29
Expected life (years) 6.5 6.5 2–7
Risk free rate 0.32–0.55% 0.50% 0.55%
Expected dividend yield – – –
IFRS 2 (Share-based payment) requires that the fair value of such equity-settled transactions is calculated and systematically 
charged to the statement of comprehensive income over the vesting period. The total fair value that was charged to the income 
statement in relation to the equity-settled share-based payments charge was £673,730 (2014: £438,169).
Number
Weighted 
average exercise 
price (pence)
Outstanding at 1 October 2013 27,692,297 0.73
Granted during the period 7,564,128 23.00
Forfeited during the period (173,913) 23.00
Outstanding at 1 January 2015 35,082,512 5.42
Granted during the year 14,353,698 23.80
Forfeited during the year (621,819) 23.00
Number of options outstanding at 31 December 2015 48,814,391 5.42
Exercisable at 31 December 2015 13,846,148 0.01
Options to subscribe under various schemes, including those noted in Directors’ interests in note 7, are shown in the table below: 
Date granted
Exercise price 
(pence) Exercisable between
2015 Number of 
shares
2014 Number of 
shares
Approved 1 August 2013 0.01 31 July 2015 to 31 July 2023 26,153,837 26,153,837
Unapproved 1 August 2013 13.00 31 July 2015 to 31 July 2023 1,538,460 1,538,460
Approved 2 April 2014 23.00 1 April 2017 to 1 April 2024 5,455,418 6,042,389
Unapproved 17 June 2014 23.00 16 June 2016 to 16 June 2024 750,000 750,000
Approved 17 June 2014 28.88 16 June 2017 to 16 June 2024 597,826 597,826
Approved 19 February 2015 33.00 18 February 2018 to 18 February 2025 1,121,970 –
Approved 15 October 2015 25.13 14 October 2018 to 14 October 2025 10,250,000 –
Approved 10 November 2015 25.00 11 November 2018 to 11 November 2025 2,946,880 –
48,814,391 35,082,512 42 Gaming Realms plc Annual Report & Accounts 2015
25. Business combinations during the year
Acquisition of Gaming Assets and Backstage Technologies Inc. (rebranded as Blastworks)
On 10 August 2015, the Group acquired the following assets from RealNetworks, Inc.: GameHouse US and Canadian Game studios; 
social and mobile freemium portfolio games, and publishing network; Slingo brand and patents; certain game domains including 
Sudoku.com and Mahjong.com; an IP licence relating to the GameHouse Promotion Network and the entire issued share capital of 
Backstage Technologies Inc. The acquisition is in line with the Group’s strategy to build an international portfolio of engaging 
casual gaming brands. The Slingo assets provide the Group with entry into the fast growing social casino gaming segment of 
online gaming, whilst the experienced management team and game studio will allow the Group to further grow its ability to 
develop, distribute, and market casual and real-money brands. Acquisition costs of £318,853 arose as a result of the transaction. 
These have been recognised as part of administrative expenses in the statement of profit and loss. Details of the provisional fair 
value of identifiable assets and liabilities acquired and purchase consideration and goodwill are as follows:
Book value 
£
Adjustment 
£
Fair value 
£
Non-contractual customer lists and relationships – 1,289,563 1,289,563
Software – 1,039,236 1,039,236
Domain names – 320,832 320,832
IP – 5,076,493 5,076,493
Property, plant and equipment 162,927 (81,922) 81,005
Trade and other receivables 490,736 125,373 616,109
Cash 202,506 – 202,506
Trade and other payables (118,743) – (118,743)
Deferred tax asset/(liability) 25,778 (1,273,212) (1,247,434)
Total net assets 763,204 6,496,363 7,259,567
Fair value of consideration paid
£
Cash consideration 6,854,556
Deferred consideration 4,705,682
Total consideration 11,560,238
Goodwill arising on acquisition (note 14) 4,300,671
Deferred consideration at acquisition date 4,705,682
Unwinding of discount on deferred consideration (note 10) 86,683
FX movement (note 10) 273,134
Deferred consideration at 31 December 2015 5,065,499
The total consideration for the acquisition is £11,987,862 ($18,682,482), of which £6,854,556 ($10,682,482) was settled in cash. 
The Group has recognised £4,705,682 ($7,333,571) being the net present value of the deferred consideration of £5,133,306 
($8,000,000) at acquisition date. The deferred consideration is payable in two parts, $4,000,000 12 months following the 
acquisition date and a further $4,000,000 24 months following the acquisition date.
Goodwill recognised in the acquisition of Gaming Assets and Backstage Technologies Inc. from RealNetworks, Inc. represents the 
estimated future economic benefits arising from other assets acquired that could not be individually identified and separately 
recognised. Goodwill includes an experienced workforce, future synergies and material cost savings. The net cash acquired was 
an outflow of £6,652,050. The revenue and profit or loss of the acquired assets for the period 1 January 2015 to 9 August 2015 is 
unavailable and therefore have not been disclosed. Revenue since acquisition totals £2,537,158 and loss since acquisition totals 
£1,754,604. 
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 43 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
26. Business combinations completed in prior periods
Acquisition of QuickThink Media Limited
On 10 December 2013, the Group acquired QuickThink Media Limited, a company in which there are common shareholders and 
key management personnel, for an estimated total consideration of £2,274,421, comprising of £1,470,850 cash and a deferred 
payment of 3,571,428 ordinary shares being the equivalent of £803,571 at the time of acquisition to be allotted and admitted to 
trading 12 months from completion. The deferred payment has been recorded as shares to be issued at the time of acquisition. 
Acquisition costs of £37,500 arose as a result of the transaction. These have been recognised as part of administrative expenses 
in the statement of profit and loss. QuickThink Media Limited is a specialist online gaming marketing agency which will enhance 
the Group’s activities by cost-effectively capturing new users across emerging digital channels such as Facebook. Details of the 
fair value of identifiable assets and liabilities acquired and purchase consideration and goodwill are as follows:
Book value
 £
Adjustment 
£
Fair value 
£
Non-contractual customer lists and relationships – 458,409 458,409
Trade and other receivables 589,718 – 589,718
Cash 28,485 – 28,485
Trade and other payables (620,500) – (620,500)
Deferred tax liability – (85,719) (85,719)
Total net assets (2,297) 372,690 370,393
Fair value of consideration paid
£
Cash consideration 1,470,850
Deferred consideration – Gaming Realms plc ordinary shares 803,571
Total consideration 2,274,421
Goodwill (note 14) 1,904,028
Goodwill recognised in the acquisition of QuickThink Media Limited relates to the presence of certain intangible assets such as an 
experienced workforce, which do not qualify for separate recognition. The net cash acquired was an outflow of £1,442,365. Prior 
to acquisition for the period 1 October 2013 to 10 December 2013, the revenue generated was £833,115 and loss after tax was 
£632. Since acquisition, QuickThink Media Limited generated £6,751,974 in revenue and loss after tax of £793,866.
On 2 December 2014, the original shareholders of QuickThink Media Limited agreed to accept £825,000 cash in lieu of the 
3,571,428 ordinary shares as payment of the deferred consideration. The difference between the fair value of shares to be issued 
and cash consideration of £21,429 was charged to the profit and loss reserve. The deferred consideration was paid on the 
10 December 2014.
Acquisition of Blueburra Holdings Limited
On 5 September 2014, the Group acquired 100% of the voting equity of Blueburra Holdings Limited. Digital Blue Limited, a 
wholly owned subsidiary of Blueburra Holdings Limited, is an eGaming marketing specialist. The acquisition is expected to 
expedite the Group’s marketing strategy in the UK by adding further reach and capability to its current affiliate marketing 
subsidiary, QuickThink Media and adding an enlarged database of players for cross promotion, as well as further white label 
brands, which will allow for greater Group cross marketing and consequently, monetisation. Acquisition costs of £103,273 arose 
as a result of the transaction. These have been recognised as part of administrative expenses in the statement of profit and loss. 
Details of the fair value of identifiable assets and liabilities acquired, and purchase consideration and goodwill are as follows:
Book value
 £
Adjustment 
£
Fair value 
£
Non-contractual customer lists and relationships – 2,343,632 2,343,632
Property, plant and equipment 47,779 – 47,779
Trade and other receivables 330,022 – 330,022
Other assets 1,500 – 1,500
Cash 652,054 – 652,054
Trade and other payables (364,349) – (364,349)
Total net assets 667,006 2,343,632 3,010,638 44 Gaming Realms plc Annual Report & Accounts 2015
26. Business combinations completed in prior periods continued
Fair value of consideration paid
£
Cash consideration 2,500,000
Share consideration 2,500,000
Contingent consideration 4,840,328
Total consideration 9,840,328
Goodwill arising on acquisition (note 14) 6,829,690
Contingent consideration at acquisition date 4,840,328
Unwinding of discount on contingent consideration (note 10) 47,320
Contingent consideration at 31 December 2014 4,887,648
Consideration of £2,500,000 and 7,575,758 shares with a total value of £2,500,000 were settled on 5 September 2014. The Group 
has agreed to pay additional consideration of up to £2,750,000 in cash and £2,750,000 in shares dependent on the achievement 
of set performance targets in the periods ending 31 December 2014, 31 December 2015 and 31 December 2016. The 
consideration will be settled in cash and ordinary shares of Gaming Realms plc on their payment dates on achieving the relevant 
targets. The Group has recognised £4,840,328 being the present value of contingent consideration having made a probability 
based assessment of the amount payable related to the additional consideration, which represents the fair value at acquisition 
date. Contingent consideration has been calculated based on the Group’s expectation of what it will pay in relation to earn out 
agreement. The earn out targets are based on the EBITDA multiple of the annual results of the acquired business. The fair value 
of the contingent consideration is calculated by weighting the probability of achieving these targets to give an estimate of the 
final obligation.
Goodwill recognised in the acquisition of Blueburra Holdings Limited relates to the presence of certain intangible assets, such as 
experienced workforce and material cost savings, which do not qualify for separate recognition. The net cash acquired was an 
outflow of £1,847,946. Prior to acquisition for the period 1 October 2013 to 5 September 2014, the revenues generated was 
£3,797,695 and the consolidated profit after tax was £1,580,400. Since acquisition, Blueburra Holdings Limited generated 
£1,017,421 in revenue and profit after tax of £369,187.
27. Related party transactions
Atul Bali was a non-executive Director of the Company and President of the Games division at RealNetworks, Inc. During the 
period between May and August 2015, the Group paid £54,733 in licensing fees to RealNetworks, Inc. On 10 August 2015, the 
Group acquired various gaming assets from RealNetworks, Inc. in which there were common key management personnel for 
cash consideration of £11,987,862 ($18,862,482). Details of the acquisition are included in note 25. As part of the acquisition, Atul 
Bali was appointed to the executive team of the Group and tasked to manage the transferred assets. Between the acquisition 
date and Atul’s resignation from RealNetworks, Inc. on 30 September 2015, the Group paid USD 767,666 for transitional services 
and CAD 7,700 in rent for the office in Vancouver Island. 
During the year, £200,000 (2014: £130,000) of consulting fees were paid to Dawnglen Finance Limited, a company controlled by 
Michael Buckley.
Simon Smiley is a Director of Tamacre Limited, a direct mailing and content provider. During the year Tamacre Limited provided 
marketing services to various members of the Group to a value of £208,581 (2014: £130,469).
During the year, the Group entered a licensing agreement with Pala Interactive to deliver the new bingo game to PalaBingoUSA.
com. No transactions were made during the year. Jim Ryan is a non-executive Director of the Company and the CEO of Pala 
Interactive.
In the prior period, the Group received accounting services from M2Ventures, a company in which there are common 
shareholders. The amounts paid in the prior period in was £2,133. There were no transactions in the year. No balance (2014: £nil) 
was outstanding at the end of the year.
The amount owed to Directors was £5,000 (2014: £nil). No amounts were owed from Directors.
The details of key management compensation are set out in note 6.
Notes to the Consolidated Financial 
Statements continued
For the year ended 31 December 2015 45 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
28. Subsidiaries
The subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:
Name Country of incorporation Principal activity
Proportion 
held by Parent 
Company
Proportion held 
by Group
Bingo Realms Limited UK Marketing services 100% 100%
Blastworks Limited (previously  
Bejig Limited) UK IP owner 90.66% 100%
AlchemyBet Limited UK Software developer 88.85% 100%
QuickThink Media Limited UK Marketing services 100% 100%
Bear Group Limited Alderney Real money gambling operator 100% 100%
Blueburra Holdings Limited Isle of Man Marketing services 100% 100%
Digital Blue Limited Isle of Man Marketing services 0% 100%
Blastworks Inc. USA Social gaming operator 100% 100%
Backstage Technologies Inc. Canada Software developer 100% 100%
The Group held 100% interest in the following subsidiaries which were in the process of being liquidated at the balance sheet date:
Name Country of incorporation Principal activity
Proportion 
held by Parent 
Company
Proportion held 
by Group
PDX Businessgroup AG Switzerland In liquidation 100% 100%
PDX Technologies AG Switzerland In liquidation 0% 100%
PDX Management AG Switzerland In liquidation 0% 100%
PDX Public Health and Safety AG Switzerland In liquidation 0% 100%
BFX Solutions AG Switzerland In liquidation 0% 100%
DDX Solutions AG Switzerland In liquidation 0% 100%
29. Events after the reporting date
On 2 March 2016, the Company raised £1,525,000 by issuing 7,625,000 shares at £0.20 per share.
On 4 March 2016, the Group disposed of the third-party platform driven website properties, for a total consideration of £2.4m to 
Silverspin Media Limited and Black Spark Media Limited. Black Spark Media paid the Group an up-front cash payment of £1.2m. 
The remaining £1.2m of the total consideration, payable by Silverspin Media, was settled by way of waiving the final earn out 
payments to the previous shareholders of Blueburra Holdings Limited. This is due as part of the three-year earn out and is being 
settled at a reduced rate by the Group. Chris Phillips and Scott Logan, shareholders of Silverspin Media, and also Directors of the 
Company’s subsidiaries Blueburra Holdings Limited and Digital Blue Limited and are therefore classified as related parties.  46 Gaming Realms plc Annual Report & Accounts 2015
Note
31 December 
2015 
£
31 December 
2014 
as restated
(note 10) 
£
Fixed assets
Investment in subsidiary undertakings 2 23,012,004 21,407,847
Tangible assets 58,440 61,039
Total fixed assets 23,070,444 21,468,886
Current assets
Cash and cash equivalents 117,164 2,741,284
Debtors: amounts falling due within one year 3 23,967,669 8,320,269
Debtors: amounts falling due after more than one year 120,000 120,000
Total current assets 24,204,833 11,181,553
Creditors: amounts falling due within one year 4 6,511,705 2,741,483
Net current assets 17,693,128 8,440,070
Total assets less current liabilities 40,763,572 29,908,956
Creditors: amounts falling due after more than one year 4 2,474,533 2,363,990
Net assets 38,289,039 27,544,966
Equity
Share capital 5 24,920,829 19,517,049
Share premium 85,127,955 78,119,547
Merger reserve 2,683,702 1,742,424
Retained earnings (74,443,447) (71,834,054)
Total equity 38,289,039 27,544,966
The financial statements on pages 48 to 52 were approved and authorised for issue by the Board of Directors on 3 May 2016 and 
were signed on its behalf by:
Patrick Southon
Chief Executive Officer
Parent Company Statement of  
Financial Position
As at 31 December 2015 47 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
Share 
capital
£
Share 
premium
£
Shares 
to be issued
£
Merger 
reserve
£
Retained 
earnings 
as restated
(note 10)
£
Total equity
as restated
(note 10)
£
1 October 2013 14,633,369 70,437,354 – – (69,900,242) 15,170,481
Loss for the period – – – – (2,350,552) (2,350,552)
Shares issued as part of the 
consideration in a business 
combination 757,576 – – 1,742,424 – 2,500,000
Shares issued as part of the capital 
raising 4,126,104 7,812,895 – – – 11,938,999
Cost of issue of ordinary share capital – (130,702) – – – (130,702)
Shares to be issued – – 803,571 – – 803,571
Settlement of shares to be issued – – (803,571) – (21,429) (825,000)
Share-based payment on share options – – – – 438,169 438,169
31 December 2014 (as restated) 19,517,049 78,119,547 – 1,742,424 (71,834,054) 27,544,966
Loss for the year – – – – (3,283,123) (3,283,123)
Shares issued as part of the 
consideration in a business 
combination 413,722 – – 941,278 – 1,355,000
Shares issued as part of the capital 
raising 4,990,058 7,509,942 – – – 12,500,000
Cost of issue of ordinary share capital – (501,534) – – – (501,534)
Share-based payment on share options – – – – 673,730 673,730
31 December 2015 24,920,829 85,127,955 – 2,683,702 (74,443,447) 38,289,039
The notes on pages 48 to 52 form part of these financial statements.
Parent Company Statement of Changes  
in Equity
For the year ended 31 December 2015 48 Gaming Realms plc Annual Report & Accounts 2015
1. Principal accounting policies
These financial statements present the results of Gaming Realms plc for the year ended 31 December 2015 (2014: 1 October 
2013 to 31 December 2014).
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework 
(“FRS 101”). 
The financial statements are prepared under the historical cost convention. No profit and loss account is presented by the 
Company as permitted by section 408 of the Companies Act 2006. 
The financial statements are prepared in sterling. 
Basis of preparation
The Company has transitioned to FRS 101 from previously extant UK Generally Accepted Accounting Practice for all periods 
presented. Transition tables showing all material adjustments are disclosed in note 10. The accounting policies which follow set 
out those policies which apply in preparing the financial statements for the year ended 31 December 2015.
The Company has taken advantage of the following disclosure exemptions under FRS 101: 
(a) IFRS 2 Share-based Payment disclosure, the share-based payment arrangement concerns its own equity instruments and its 
separate financial statements are presented alongside the consolidated financial statements of the Group. 
(b) IFRS 7 Financial Instruments disclosures, given that equivalent disclosures are included in the consolidated financial 
statements of the Group in which the entity is consolidated. 
(c) IFRS 13 Fair Value Measurement disclosures. 
(d) Certain disclosures required by IAS 1 Presentation of Financial Statements, including certain comparative information in 
respect of share capital movements.
(e) IAS 7 Statement of Cash Flows and related notes. 
(f) IAS 24 Related Party Disclosures relating to key management personnel compensation. 
(g) IAS 24 Disclosure of related party transactions entered into between two or more members of a group, given that any 
subsidiary which is a party to the transaction is wholly owned by such a member. 
Investments
Investments in subsidiaries are stated at cost less provision for impairment in value, except for investments acquired before 
1 October 2013 where shares issued to effect business combinations and the conditions of the Companies Act 2006 are met, 
merger relief was applied and the resulting investment is recorded at the nominal value of the shares issued.
Taxation
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws 
that have been enacted or substantively enacted by the balance sheet. 
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, 
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have 
occurred at the balance sheet date.
A net deferred tax asset is recognised as recoverable and therefore recognised only when, on the basis of all available evidence, it 
can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax 
losses and from which the future reversal of underlying timing differences can be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the period in which the timing differences are 
expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Foreign currencies
Transactions denominated in foreign currencies are recorded at exchange rates as of the date of the transaction. Monetary 
assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange 
prevailing at that date.
Any gain or loss arising from a change in exchange rates subsequent to the date of the initial transaction is included as an 
exchange gain or loss in the profit and loss account, except where financing of a foreign subsidiary through long-term loans is 
intended to be as permanent as equity. Such balances are treated as part of the net investment and any exchange differences 
are recorded in reserves.
Notes to the Parent Company 
Financial Statements 
For the year ended 31 December 2015 49 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
1. Principal accounting policies continued
Financial liabilities
Financial liabilities held by the Group consist of deferred and contingent consideration, customer funds, trade payables and other 
short-term monetary liabilities. 
Financial liabilities are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument and with the exception of deferred and contingent consideration, subsequently recognised at amortised cost. 
Contingent consideration arising from business combinations that is classified as liability is subsequently measured at fair value 
through profit and loss. Deferred consideration arising from business combinations is recognised at present value and unwound 
over the period until settlement.
2. Investments
£
At 1 October 2013 9,293,105
Additions 8,658,771
At 31 December 2014 as previously stated 17,951,876
FRS 101 Adjustment 3,455,971
At 1 January 2015 restated for transition to FRS 101 21,407,847
Additions 1,604,157
At 31 December 2015 23,012,004
Additions relate to the acquisition of the gaming assets and Backstage Technologies Inc. from RealNetworks, Inc. Refer to note 
25 of the consolidated financial statements for further details on the acquisitions. The gaming assets acquired by the Group was 
subsequently assigned to Blastworks Limited (previously known as Bejig Limited).
The Company’s investments comprise interests in 15 Group undertakings, all of which are included in the consolidated financial 
statements.
Details of these are shown below:
Name Country of incorporation Principal activity
Proportion 
held by Parent 
Company
Proportion 
held by 
Group
Bingo Realms Limited UK Marketing services 100% 100%
Blastworks Limited (previously Bejig Limited) UK IP owner 90.66% 100%
AlchemyBet Limited UK Software developer 88.85% 100%
QuickThink Media Limited UK Marketing services 100% 100%
Bear Group Limited Alderney Real money gaming operator 100% 100%
Blueburra Holdings Limited Isle of Man Marketing services 100% 100%
Digital Blue Limited Isle of Man Marketing services 0% 100%
Blastworks Inc. USA Social gaming operator 100% 100%
Backstage Technologies Inc. Canada Software developer 100% 100%
The Group held 100% interest in the following subsidiaries which were in the process of being liquidated at the balance sheet date:
Name Country of incorporation Principal activity
Proportion 
held by Parent 
Company
Proportion held 
by Group
PDX Businessgroup AG Switzerland In liquidation 100% 100%
PDX Technologies AG Switzerland In liquidation 0% 100%
PDX Management AG Switzerland In liquidation 0% 100%
PDX Public Health and Safety AG Switzerland In liquidation 0% 100%
BFX Solutions AG Switzerland In liquidation 0% 100%
DDX Solutions AG Switzerland In liquidation 0% 100% 50 Gaming Realms plc Annual Report & Accounts 2015
3. Debtors
2015 
£
2014 
£
Amounts due from Group companies 23,703,521 8,220,097
Other debtors 180,306 34,983
Prepayments and accrued income 83,842 65,189
23,967,669 8,320,269
4. Creditors
2015 
£
2014 
£
Creditors: amounts falling due within one year
Amounts due to Group companies 1,278,671 –
Trade creditors 90,978 76,958
Other creditors 58,507 64,526
Accruals and deferred income 92,583 76,339
Deferred and contingent consideration 4,990,966 2,523,660
6,511,705 2,741,483
2015 
£
2014 
£
Creditors: amounts falling due after more than one year
Deferred and contingent consideration 2,474,533 2,363,990
2,474,533 2,363,990
5. Called up share capital
Allotted, called up and fully paid
2015 
£
2014 
£
249,208,292 (2014: 195,170,489) ordinary shares of 10 pence each 24,920,829 19,517,049
Allotted and fully paid
£
As at 1 January 2015 19,517,049
Issued during the year 5,403,780
As at 31 December 2015 24,920,829
On 11 August 2015, 47,415,000 shares were issued at £0.25 per share and 2,485,578 shares were issued at £0.26 per share with 
costs of £501,534 associated with the share issue.
On 9 October 2015, 4,137,225 shares were issued to the previous shareholders of Blueburra Holdings Limited as part of their 
contingent consideration.
6. Employee information
The Company had a monthly average of ten (2014: ten) employees during the year.
The employee costs for the Company were £791,967 (2014: £752,200). 
Details of Directors’ remuneration can be found in note 7 of the consolidated financial statements.
7. Parent Company result for the year
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account of the Company is not presented.
The Company’s loss for the financial year was £3,283,123 (2014 as restated: £2,350,552). 
Notes to the Parent Company 
Financial Statements continued
For the year ended 31 December 2015 51 Gaming Realms plc Annual Report & Accounts 2015
Corporate Governance Financial Statements Strategic Report
8. Leases
The Company has future lease payments under non-controllable operating leases on land and buildings and other leases. The 
total future value of minimum lease payments is due as follows:
2015 
£
2014 
£
Not later than one year 125,000 118,476
Later than one year and not later than five years 285,959 407,803
Later than five years – –
410,959 526,279
9. Related party transactions
Atul Bali was a non-executive Director of the Company and President of the Games division at RealNetworks, Inc. On 10 August 
2015, the Group acquired various gaming assets from RealNetworks, Inc. in which there were common key management personnel 
for cash consideration of £11,987,862 ($18,862,482). Details of the acquisition are included in note 25 of the consolidated financial 
statements. As part of the acquisition, Atul Bali was appointed to the executive team of the Company and tasked to manage the 
transferred assets. 
During the year £200,000 (2014: £130,000) of consulting fees were paid to Dawnglen Finance Limited, a company controlled by 
Michael Buckley.
The amount owed to Directors was £5,000 (2014: £nil). No amounts were owed from Directors.
The details of key management compensation are set out in note 6 of the consolidated accounts.
10. Transition to FRS 101
For all periods up to and including the period ended 31 December 2014, the Company prepared its financial statements in 
accordance with the previously extant United Kingdom generally accepted accounting practice (“UK GAAP”). These financial 
statements, for the year ended 31 December 2015, are the first the Company has prepared in accordance with FRS 101. 
Accordingly, the Company has prepared individual financial statements which comply with FRS 101 applicable for periods 
beginning or after 1 October 2013 and the significant accounting policies meeting those requirements are described in the 
relevant notes.
In preparing these financial statements, the Company has started from opening balance sheet as at 1 October 2013, the 
Company’s date of transition to FRS 101, and made those changes in accounting policies and other restatements required for the 
first time adoption of FRS 101. As such, this note explains the principal adjustments made by the Company in restating the 
balance sheet at 1 October 2013 prepared under extant UK GAAP and is previously published UK GAAP financial statement for the 
period ended 31 December 2014.
On transition to FRS 101, the Company has applied the requirements IFRS 1 para 6–33 “First time adoption of International 
Financial Reporting Standards”.
There are no transition changes at 1 October 2013 and no changes to the profit and loss for the period ending 31 December 2014. 52 Gaming Realms plc Annual Report & Accounts 2015
10. Transition to FRS 101 continued
Reconciliation of equity at 31 December 2014
Note
UK GAAP 
£
Adjustments 
£
FRS 101 
£
Fixed assets
Investment in subsidiary undertakings (a) 17,951,876 3,455,971 21,407,847
Tangible assets 61,039 – 61,039
Total fixed assets 18,012,915 3,455,971 21,468,886
Current assets
Cash and cash equivalents 2,741,284 – 2,741,284
Debtors: amounts falling due within one year 8,320,269 – 8,320,269
Debtors: amounts falling due after more than one year 120,000 – 120,000
Total current assets 11,181,553 – 11,181,553
Creditors: amounts falling due within one year 1,832,787 908,696 2,741,483
Net current assets 9,348,766 (908,696) 8,440,070
Total assets less current liabilities 27,361,681 2,547,275 29,908,956
Creditors: amounts falling due after more than one year 1,535,479 828,511 2,363,990
Net assets 25,826,202 1,718,764 27,544,966
Equity
Share capital 19,517,049 – 19,517,049
Share premium 78,119,547 – 78,119,547
Merger reserve – 1,742,424 1,742,424
Retained earnings (a) (71,810,394) (23,660) (71,834,054)
Total equity 25,826,202 1,718,764 27,544,966
(a) Shares that were issued previously to effect a business combination and where the conditions under the Companies Act  
2006 were met, were recorded at the nominal value of the shares issued. Under FRS 101, investment in subsidiaries are 
restated at cost. The consideration for the acquisition of Blueburra Holdings Limited on 5 September 2014 included 7,575,758 
shares issued with a total value of £2,500,000. The nominal value of these shares were £757,576. An adjustment £1,742,424 
was posted to recognise the cost of the investment in subsidiary. In addition to the shares issued, 50% of the contingent 
consideration was to be settled in shares. The nominal value of these shares were £341,654. An adjustment of £1,713,547  
was posted to recognise the cost of the investment in subsidiary. 
Notes to the Parent Company 
Financial Statements continued
For the year ended 31 December 2015 Directors
Michael Buckley, Chairman
Atul Bali, Deputy Executive Chairman
Patrick Southon, Chief Executive Officer
Simon Collins, Executive Director
Mark Segal, Chief Financial Officer
Jim Ryan, Non-executive Director
Mark Wilson, Non-executive Director
Company Secretary
Mark Segal
Auditors
BDO LLP, 55 Baker Street, London, W1U 7EU
Bankers
Barclays Bank plc, 1 Churchill Place, London, E14 5HP
Nominated advisers
Cenkos, 6.7.8 Tokenhouse Yard, London, EC2R 7AS
Solicitors
Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP
Registrars
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE
Registered office
One Valentine Place, London, SE1 8QH
Registered number
04175777
Company Information Gaming Realms plc
One Valentine Place
London
SE1 8QH
www.gamingrealms.com
Gaming Realms plc Annual Report & Accounts 2015